Real Estate Limited Partnership Agreement Sample

Real estate limited partnership agreements are crucial documents for investors looking to pool their resources together to invest in real estate projects. These agreements outline the terms and conditions under which the partnership will operate, including the roles and responsibilities of each partner, the distribution of profits and losses, and the rules for dissolving the partnership.

If you are considering investing in a real estate limited partnership, it`s essential to familiarize yourself with the key provisions typically included in these agreements. To help with this, we have provided a sample real estate limited partnership agreement below that highlights some of the important points that should be included.

Sample Real Estate Limited Partnership Agreement

Partnership Agreement of XYZ Real Estate Limited Partnership

This agreement made and entered into this day of __________, 20__ by and between the following parties:

(Insert names and addresses of all partners)

Purpose of the Partnership:

The purpose of this partnership is to invest in real estate properties with the intention of generating profits for the partners.

Term of the Partnership:

The partnership shall have an initial term of five (5) years, and it may be extended for additional terms by written agreement of all partners.

Capital Contributions:

Each partner will contribute cash equal to the percentage of ownership interest in the partnership, as outlined below:

(Insert percentage of ownership interest and corresponding cash contribution for each partner)

Allocation of Profits and Losses:

The profits and losses of the partnership shall be allocated among the partners on a pro-rata basis according to their percentage of ownership interest.

Management of the Partnership:

The partnership shall be managed by a general partner, which shall have full authority to make all management decisions on behalf of the partnership. The general partner will be responsible for ensuring that all investment properties are acquired, managed, and disposed of in a prudent and profitable manner.

Withdrawal of Partners:

A partner may withdraw from the partnership upon written notice to the general partner, provided that the withdrawal shall not become effective until 30 days after receipt of notice. The partnership may be dissolved by mutual agreement of all partners or by the general partner upon the occurrence of certain triggering events, such as bankruptcy or death of a partner.

Amendments to the Agreement:

This agreement may be amended by written agreement of all partners.


This sample real estate limited partnership agreement is just a starting point for investors looking to protect their interests when investing in real estate properties. It`s important to work with a qualified attorney who can provide guidance on drafting an agreement that meets your specific needs and complies with applicable state and federal laws.

By having a comprehensive real estate limited partnership agreement in place, you can minimize the risk of disputes and ensure that the partnership operates smoothly and efficiently, while maximizing the potential for profits.