Real‑world examples of limited partnership agreement examples

Why start with real examples of limited partnership agreement examples

Limited partnerships are everywhere in modern business, but they’re often hidden behind private documents and investor portals. Looking at real‑world patterns—rather than just textbook definitions—gives you a better sense of:

• How general partners (GPs) actually protect their control
• How limited partners (LPs) negotiate distributions and fees
• Which clauses tend to trigger disputes later

The best examples of limited partnership agreement examples come from recurring use cases: real estate funds, private equity funds, venture funds, film production vehicles, professional services firms, and family investment structures. Each uses the same basic legal skeleton but configures it differently depending on risk, regulation, and investor expectations.

Before we walk through these scenarios, one quick disclaimer: an LP agreement is a legal contract. You should always have a qualified attorney review or draft yours. The examples below are for education, not for copy‑and‑paste use.

Core building blocks you’ll see across most LP agreement examples

When you compare multiple examples of limited partnership agreement examples side by side, certain building blocks repeat with almost boring consistency. The language changes, but the logic doesn’t.

You’ll almost always see provisions covering:

• Parties and roles – Identifying the general partner (managing, with personal exposure) and the limited partners (passive, with limited liability).
• Purpose of the partnership – Narrow (e.g., “acquire and operate multifamily properties in Texas”) or broad (e.g., “invest in privately held companies globally”). The narrower the purpose, the more constrained the GP.
• Capital contributions – How much each partner commits, when it’s due, and what happens if someone doesn’t fund on time.
• Profit and loss allocations – Who gets what, and in what order; this is where waterfalls, carried interest, and preferred returns live.
• Management and decision‑making – GP authority, LP voting rights on major decisions, and any advisory committees.
• Fees and expenses – Management fees, organizational costs, transaction fees, and which expenses the partnership can charge back to investors.
• Transfer and withdrawal limits – How, if at all, LPs can transfer interests or exit early.
• Term and dissolution – How long the partnership lasts, and how assets are liquidated and distributed at the end.

Once you recognize these building blocks, it becomes easier to read real examples of limited partnership agreement examples and understand what’s negotiable versus what’s standard.

Real estate fund: one of the best examples of a limited partnership agreement

Real estate funds are some of the best examples of limited partnership agreement examples because they follow a relatively standardized pattern and often share terms with investors in pitch decks.

Scenario: A sponsor forms “Sunrise Multifamily Fund I, LP” to buy and operate apartment buildings across the Midwest.

Typical terms you’d see in the agreement:

• Capital commitments: LPs commit a fixed amount (say, $250,000 each), drawn down over a 3‑year investment period. The GP commits a smaller amount (often 1–5% of total commitments) to show alignment.
• Preferred return: LPs receive an 8% annual preferred return on unreturned capital before the GP earns its carried interest.
• Waterfall: After returning capital and the preferred return to LPs, remaining profits are split 70% to LPs and 30% to the GP as carried interest.
• Management fee: 1.5–2% per year of committed or invested capital, paid to the GP or an affiliated manager.
• GP authority: The GP has broad power to acquire, finance, refinance, and sell properties without LP consent, but needs LP or advisory committee approval for conflicts of interest, related‑party transactions, or extending the fund term.
• Term: 10 years, with two one‑year extension options if needed to wind down assets.

If you compare this to other examples of limited partnership agreement examples in real estate, you’ll notice the same pattern: preferred return, waterfall, GP discretion on deals, and tight restrictions on LP withdrawals.

For a sense of how regulators look at real estate LPs marketed as securities, the U.S. Securities and Exchange Commission (SEC) provides general guidance on private offerings and investor protections: https://www.sec.gov/smallbusiness/exemptofferings.

Private equity fund: example of a more complex LP agreement structure

Private equity funds use LP agreements that look similar to real estate funds but with extra layers around portfolio company control, leverage, and regulatory compliance.

Scenario: “Atlas Buyout Fund II, LP” raises $750 million to acquire controlling stakes in mature operating companies.

Key features in this example of a limited partnership agreement:

• Investment period: 5–6 years during which the GP can call capital for new investments. After that, capital is only called for follow‑ons and expenses.
• Recycling provisions: The GP can “recycle” capital from early exits back into new deals within the investment period, up to a cap.
• Fee offsets: Any transaction or monitoring fees the GP receives from portfolio companies are partially offset against the management fee owed by the LPs.
• Clawback: A GP clawback clause requires the GP to return excess carried interest if, at the end of the fund’s life, it has received more carry than it would be entitled to on a whole‑fund basis.
• Key person provisions: If named key individuals at the GP leave or stop devoting sufficient time to the fund, new investments pause until LPs vote to continue or terminate the investment period.

Modern private equity LP agreements are heavily influenced by institutional investor expectations and regulatory scrutiny. For context on how regulators think about private funds, the SEC’s private funds adviser resources are helpful: https://www.sec.gov/divisions/investment/private-funds-statute-regulation.

Venture capital and startup funds: leaner but still patterned LP examples

Smaller venture capital and angel funds often use shorter, more streamlined agreements, but the core economics mirror other examples of limited partnership agreement examples.

Scenario: “SeedSpring Ventures I, LP” is a $25 million seed fund backing early‑stage software startups.

Common terms:

• Carried interest: 20% to the GP after returning capital to LPs; sometimes 25–30% for top‑tier firms.
• Management fee: Often higher in early years (2–2.5% of committed capital) and stepping down later.
• Follow‑on reserves: The LP agreement may specify that a certain percentage of committed capital is reserved for follow‑on rounds in existing portfolio companies.
• Advisory committee: A small group of LPs that reviews conflicts, valuations, and extensions.

Compared to other examples of limited partnership agreement examples, venture fund agreements tend to give the GP wide discretion on individual investments, because early‑stage deals move fast and are hard to approve by committee.

Professional services firm: law or accounting partnership as an LP

Not every LP is an investment fund. Some professional services firms—law, accounting, consulting, or medical practices—use a limited partnership structure for ownership and profit sharing.

Scenario: “Harborview Tax Advisors, LP” is a regional accounting firm. Senior partners are GPs; income partners and some senior managers are LPs.

In this example of a limited partnership agreement:

• Capital accounts: Partners have capital accounts reflecting their contributions and retained earnings.
• Profit allocations: Profits are allocated based on a formula that might mix seniority, production (billable hours or revenue), and management roles.
• Admission and retirement: The agreement spells out how new partners are admitted, how buy‑ins are calculated, and how retiring partners are bought out.
• Non‑compete and non‑solicit: Departing partners may face restrictions on soliciting clients or staff, subject to state law limits.

Because these partnerships intersect with professional licensing rules, they often reference state bar or accountancy board regulations. For example, the American Institute of CPAs (AICPA) provides guidance on ownership and governance structures: https://www.aicpa.org.

Family limited partnership: estate planning‑driven LP agreement

Family limited partnerships (FLPs) are a staple of U.S. estate and tax planning. Here, the examples of limited partnership agreement examples look less like institutional fund documents and more like custom family constitutions.

Scenario: A couple forms “Baker Family Investments, LP” to hold rental properties and a diversified investment portfolio. Parents are GPs; adult children are LPs.

Key terms in this kind of example of a limited partnership agreement:

• Control vs. ownership: Parents retain GP control over investment decisions while gradually gifting LP interests to children for estate‑planning purposes.
• Restrictions on transfer: LP interests cannot be sold, pledged, or transferred outside the family without GP and sometimes majority‑LP consent.
• Distribution policy: The agreement may specify a target distribution schedule (e.g., quarterly distributions of available cash) but give GPs discretion to retain cash for taxes or new investments.
• Valuation and buy‑outs: If an LP wants out, the agreement sets a valuation method and may allow the partnership or other partners to buy that interest at a discount.

Because FLPs are scrutinized by tax authorities, drafters often coordinate closely with tax counsel. The IRS offers general explanations of partnership tax treatment here: https://www.irs.gov/businesses/partnerships.

Real examples include LPs in film, media, and entertainment

Entertainment projects provide some of the most colorful examples of limited partnership agreement examples. A film or streaming series might be financed through an LP that pools investor funds for a single project or slate.

Scenario: “Silver Screen Productions I, LP” raises $10 million to finance an independent film.

Common features:

• Single‑project purpose: The purpose clause is narrowly drafted to cover development, production, and distribution of a specific film or limited set of projects.
• Revenue waterfall: Gross receipts from the film are applied first to repay investors’ capital, then to a preferred return, then to a profit split between investors and producers.
• Credit and branding: The agreement may touch on how investors are credited (e.g., “executive producer” titles), though many details sit in separate side letters.
• Completion and delivery risk: The GP (often the production company) retains control over creative and production decisions, but LPs may negotiate some approval rights over budget increases or major changes.

These examples of limited partnership agreement examples show how the same LP framework can be adapted to industries where the main asset is intellectual property rather than real estate or operating companies.

What to look for when comparing examples of limited partnership agreement examples

Once you’ve seen a range of scenarios, patterns start to emerge. When you review any example of a limited partnership agreement, pay close attention to:

Economic alignment
How are profits and losses allocated? Does the GP earn carried interest only after LPs are made whole and receive a preferred return, or is the split flatter? In the best examples of limited partnership agreement examples, the GP’s upside is tied to long‑term performance, not just asset gathering.

Control and consent rights
Where does the GP have unilateral authority, and where do LPs have veto power? Look for LP consent on:

• Changing the partnership’s investment mandate
• Extending the term beyond a certain number of years
• Related‑party transactions and conflicts of interest
• Replacing the GP for cause

Liquidity and exit
Most LP interests are illiquid. Examples include:

• Lock‑ups where LPs cannot withdraw capital for the life of the fund
• Rights of first refusal if an LP wants to transfer its interest
• Limited secondary transfer rights, sometimes only to other qualified investors

Regulatory and tax assumptions
LP agreements often assume partners are accredited investors and understand the tax treatment of pass‑through entities. Because tax rules change, it’s worth cross‑checking any older examples of limited partnership agreement examples against current IRS guidance or local tax rules.

For general financial literacy on investment structures (including partnerships), the U.S. Financial Literacy and Education Commission’s site at https://www.mymoney.gov offers accessible educational material.

Trends shaping LP agreement terms in 2024–2025

Recent years have pushed LP agreements in some clear directions:

More investor‑friendly disclosures
Institutional investors and regulators are pressing for clearer disclosure of fees, expenses, and conflicts. Modern examples of limited partnership agreement examples are more explicit about:

• Which expenses can be charged to the fund vs. the GP
• How valuation is determined for unrealized investments
• How side letters with certain LPs affect others

ESG and impact considerations
Some funds now embed environmental, social, and governance (ESG) language directly into the LP agreement—either as binding investment guidelines or as disclosure of how ESG factors are considered. While this trend started in Europe, U.S. LPs increasingly ask how funds handle these issues.

Side letters and most‑favored‑nation (MFN) clauses
Large LPs often negotiate side letters with better reporting or fee terms. Many LP agreements now include MFN provisions that allow certain investors to opt into other side‑letter terms, subject to regulatory and capacity limits.

Regulatory scrutiny of private funds
The SEC has stepped up its focus on private fund advisers, especially around fees and conflicts. That pressure is filtering directly into how GPs draft LP agreements. If you’re reviewing older examples of limited partnership agreement examples as models, be aware that some fee and disclosure practices that passed muster a decade ago are now frowned upon.

Practical tips for using examples of limited partnership agreement examples

Looking at real‑world examples is helpful, but there’s a right and wrong way to use them.

• Use them for structure, not for copy‑paste. Borrow the outline and concepts, not the exact language. Local law, tax rules, and your specific business model matter.
• Compare at least a few different examples. The best examples of limited partnership agreement examples are the ones that expose trade‑offs. Look at how one agreement handles GP removal rights versus another that’s more GP‑friendly.
• Stress‑test the economics. Run sample numbers through the waterfall. Ask: if the partnership returns 1.5x, 2x, or 3x capital, who gets what, and when?
• Have legal and tax advisors review your draft. Partnership tax rules can be unforgiving. Even if you start from the cleanest example of a limited partnership agreement, you still need professional review.

FAQ: examples of limited partnership agreement examples and common questions

Q1. Where can I find real examples of limited partnership agreement examples to study?
Many LP agreements are private, but you can sometimes find redacted or model forms through:

• Public pension fund websites that post limited partnership agreements for funds they invest in
• University endowment or foundation disclosures
• Professional organizations and bar associations that publish model partnership agreements

You can also ask your attorney if they can walk you through anonymized examples from prior work.

Q2. What is a simple example of a limited partnership agreement for a small business?
Imagine two founders who want to open a restaurant. One will run day‑to‑day operations (the GP); three friends will invest capital but stay hands‑off (the LPs). Their LP agreement might say: the GP contributes 10% of capital and gets a 30% profit share for managing the business, while the LPs contribute 90% of capital and split 70% of profits. The GP has authority over hiring, menu, and vendors, but needs majority‑LP consent to sell the restaurant or take on major new debt.

Q3. How do examples of limited partnership agreement examples differ from LLC operating agreements?
Structurally, they play a similar role—setting out ownership, management, and profit allocations. The big differences are legal form and tax assumptions. LPs have general and limited partners with distinct liability profiles; LLCs have members and managers with more flexible liability and management structures. In practice, many small businesses prefer LLCs, while institutional investment funds still lean heavily on LP structures.

Q4. Are online templates for LP agreements safe to use?
Templates can be helpful for learning the vocabulary and structure, but relying on a generic form without legal review is risky. Most high‑quality examples of limited partnership agreement examples are drafted or adapted by lawyers who understand the specific industry, jurisdiction, and tax environment.

Q5. How long do limited partnership agreements usually last?
For closed‑end funds like private equity or real estate, the term is often 8–12 years with limited extension rights. For operating businesses or family partnerships, the term might be effectively indefinite, with dissolution triggers such as a vote of the partners, sale of major assets, or legal changes.

The bottom line: studying real examples of limited partnership agreement examples is one of the fastest ways to understand how power, economics, and risk are allocated in these structures. Use those examples as a map, but let your own business model—and your legal and tax advisors—decide the final route.