The Operating Partnership Agreement is a fundamental document used in the United States business context to establish and govern the operations of a partnership entity. It is particularly crucial when forming complex business structures, such as those involving REITs or multiple tiers of ownership. The agreement must comply with both federal partnership laws and state-specific regulations, typically following the Uniform Partnership Act as adopted by the relevant state. This document outlines essential elements including capital contributions, profit and loss allocations, management rights, transfer restrictions, and dissolution procedures. It's commonly used in real estate investments, professional services, and various business ventures where multiple parties seek to pool resources while maintaining clear governance structures and tax efficiency. The agreement must address specific U.S. tax considerations, including partnership taxation rules under the Internal Revenue Code, and may need to incorporate provisions for REIT compliance or special tax allocations.
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1. Parties: Identifies all partners and the partnership entity
2. Background: Sets forth the context and purpose for forming the partnership
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Establishes the partnership and its operating name
5. Principal Place of Business: Specifies the partnership's primary location
6. Term: Defines the duration of the partnership
7. Purpose and Powers: Outlines the partnership's business objectives and authority
8. Capital Contributions: Details initial and additional capital contribution requirements
9. Capital Accounts: Explains the maintenance and adjustments of partner capital accounts
10. Allocations of Profit and Loss: Specifies how profits and losses are allocated among partners
11. Distributions: Sets forth the policy and procedure for making distributions
12. Management and Voting: Defines management structure and voting rights
13. Rights and Duties of Partners: Outlines partners' responsibilities and obligations
14. Books and Records: Specifies recordkeeping requirements and access rights
15. Transfer Restrictions: Details limitations on transferring partnership interests
16. Withdrawal and Removal: Procedures for partner withdrawal or removal
17. Dissolution and Liquidation: Process for partnership dissolution and asset distribution
18. Amendments: Procedures for modifying the agreement
19. General Provisions: Standard legal provisions including notices, governing law, etc.
1. Tax Matters Partner: Designates a partner to handle tax matters when partnership has over 10 partners
2. REIT Compliance: Special provisions when partnership involves a REIT structure
3. Environmental Matters: Special provisions for partnerships dealing with real estate or environmental concerns
4. Intellectual Property Rights: Provisions for partnerships involving significant IP assets
5. Foreign Partner Provisions: Special provisions when partnership includes non-US partners
6. Buy-Sell Provisions: Detailed procedures for buying out partners in specific circumstances
7. Insurance Requirements: Specific insurance obligations for high-risk businesses
8. Competing Business Restrictions: Non-compete provisions for partnerships in competitive industries
1. Schedule A - Partner Information: List of partners with contact information and initial capital contributions
2. Schedule B - Property Schedule: Detailed list of partnership property and assets
3. Schedule C - Allocation Methods: Detailed methodology for special allocations if applicable
4. Schedule D - Management Structure: Organizational chart and management responsibilities
5. Schedule E - Contributed Property: Details of any property contributed in-kind
6. Appendix 1 - Capital Account Maintenance: Detailed rules for maintaining capital accounts
7. Appendix 2 - Tax Allocations: Specific provisions for tax allocation methods
8. Appendix 3 - Regulatory Allocations: Required allocation provisions to comply with regulations
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