Document background
The Limited Partnership Operating Agreement is a foundational document used when establishing a limited partnership structure in the United States. It is particularly common in investment vehicles, real estate ventures, and professional services firms where certain partners take an active management role (general partners) while others serve primarily as investors (limited partners). The agreement must comply with both federal regulations and state-specific partnership laws, typically based on the Uniform Limited Partnership Act (ULPA). This document is essential for defining partner rights, responsibilities, and obligations, capital structure, profit sharing mechanisms, transfer restrictions, and governance procedures. It serves as the primary operating document throughout the partnership's existence and provides crucial protection for both general and limited partners by clearly delineating their roles and limiting liability exposure for limited partners.
