LIMITED/GENERAL PARTNERSHIPS QUESTIONNAIRE

Prepare:
__Limited Partnership Agreement
__Family Limited Partnership Agreement
__General Partnership Agreement
__Joint Venture Agreement

Name of Partnership:  

Purpose:  

__purposes include management of real estate

Principal place of business:

Name and Address of Registered Agent:  

Name of Tax Matters Partner (if any):  

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- Is the Partnership to have one or more Managing Partners authorized to make business decisions for the Partnership?  __Y  __N   Are Managing Partners to be elected?  [usually no] __Y  __N    If so, Managing Partners are to be elected by what vote:  __majority __2/3rds __75% __unanimous __other:  

If the Partnership is a Limited Partnership identify the General Partner(s), or if it is a General Partnership identify any Managing Partner(s):

Name of General/Managing Partner #1:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution:  $
Interest in Partnership:       %

Name of General/Managing Partner #2:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution:  $
Interest in Partnership:       %

Name of General/Managing Partner #3:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution:  $
Interest in Partnership:       %

Name of General/Managing Partner #4:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution:  $
Interest in Partnership:       %

Name of General/Managing Partner #5:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution:  $
Interest in Partnership:       %

[identify any other General/Managing Partners on a separate sheet]

__General/Managing Partners are not required to make any capital contribution
__General/Managing Partners are not required to make any FURTHER capital contribution

Identify the initial Limited Partner(s), or if a General Partnership identify by General Partner(s) who are not Managers:

Name of Limited Partner #1:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

Name of Limited Partner #2:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

Name of Limited Partner #3:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

Name of Limited Partner #4:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

Name of Limited Partner #5:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

Name of Limited Partner #6:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

Name of Limited Partner #7:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

Name of Limited Partner #8:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

Name of Limited Partner #9:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Partnership:       %

[identify any other Limited Partners on a separate sheet.  If there are more than 9 Limited Partners, the program won't ask questions letting you identify them, so you'll have to use your word processing software to add the names, interests, signature lines and acknowledgments after the OUTPUT FILE has been composed.]

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- May a new Partner be admitted to the Partnership with LESS THAN the unanimous consent of the other Partners?  __Y  __N   If yes, what consent:  __75% in interest __2/3rds in interest __majority in interest __other:   

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- What consent is to be required to continue the business of the Partnership:  __unanimous consent __75% in interest __2/3rds in interest __majority in interest  __other:   

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- If a Partner desires to voluntarily withdraw, must the Partner first get the consent of some or all of the other Partners?  __Y  __N   If yes, what consent:  __unanimous consent __75% in interest __2/3rds in interest __majority in interest  __other:   

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- In general, decisions reserved to the Partners are to be made by what vote:  __majority __2/3rds __75% __unanimous __other:  

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- Is the Agreement to provide for annual meetings of the Partners?  __Y  __N 

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- It is possible to provide for assignment of allocations and distributions (i.e., just financial interests in the Partnership), without including voting rights and other rights of a Partner.  Is the Agreement to provide for assignment of allocations and distributions to: 
__relatives of a Partner without consent;  
__another Partner without consent;  
__to any person with the following consent:  
__no consent required
__unanimous (all Partners) __75% __2/3rds __majority __other:  

IF THIS IS A FAMILY LIMITED PARTNERSHIP, are gifts of Partner's interests to be rendered gifts of present interests by:
__giving all Partners rights to sell subject to a right of first refusal
__owners of new interests may redeem such interests
__giving donees rights to sell-back their interests to the Partnership

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- Amendments of the Partnership Agreement which directly change the financial share of each Partner will require unanimous consent.  Do you wish to provide for other types of amendments with less than unanimous consent?  __Y  __N   If so, what consent:  __75% __2/3rds __other:  

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- A decision to dissolve the Partnership is to be made the following vote:  __unanimous __75% __2/3rds __majority __other:  

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- With regard to whether a Partner may engage in competing business activities:  __the Agreement is to be silent on the subject; __Partners are expressly to have the right to engage in competing businesses; __each Partner is to covenant not to compete while a Partner and for period after membership in the Partnership ceases - enter period and area:  

__Limited Partners Interests are to be syndicated  
__prepare Offering Memorandum
Total amount of Interests to be syndicated:  $
Total percentage Interests to be syndicated:     %
Total number of "units":  
Percentage Interest of one "unit":     %
Price for one "unit":  $
Price of smallest PORTION of a "unit" which may be purchased:  $
Minimum amount of Interests that must be sold if offering is to be effective:  $
Date by which minimum must be sold:  
__General Partners may extend date - how many months:
Approx. net worth of General Partners:  $            as of 
Minimum net worth of an investor:  $
__provide opinion of counsel re status of Partnership

__Agreement to recite TOTAL of all capital contributions:  $

__Limited Partners may pay portion of capital contribution on future dates
__pursuant to note
__down payment:  $
__schedule of payments:  

__obligation to be secured by:
__the Interests
__letters of credit - bank:  
__both

Date of Partnership Agreement:                                 __"as of"

The term of Partnership to expire on:  __Dec. 31, 2030 / __Dec. 31, 2040 /__Dec. 31, 2050 /__Dec. 31, 2060 / __other:  

__prepare Certificate of Limited Partnership

Is Agreement to be a short form, rather than a long form?  [usually no] __Y  __N 

Is Agreement to be strongly protective of rights of Limited Partners, rather than the traditional bias in favor of General/Managing Partners?  [usually no] __Y  __N 

__(if not a syndication) General/Managing Partners may admit additional Limited Partners for capital contribution of $       for each percentage Interest (max:    %)

__General Partners may "convert" up to 95% of General/Managing Partners Interests into Limited Partners Interests for future sale

If Partnership requires additional funds:
__General/Managing Partners may advance funds
__as an interest bearing loan - rate:    % per annum
__no interest may be charged
__Limited Partners may advance funds (if General Partners fail to do so) as an interest bearing loan - rate:    % per annum
__Agreement is to be silent

Are the General/Managing Partners to be paid:
__management fee - $        per annum
__marketing supervision fee - $        per annum
__partnership formation fee:  $
__no compensation

__annual report to be audited by certified public accountant.  The General/Managing Partners also are to provide:  __monthly reports __quarterly reports __both

__Partnership is to own realty
Identify Real Estate:  
Street Address:  
City, State ZIP:  
Common name:  
Type/use:
Real Estate is:  
__owned by General/Managing Partners and to be contributed as a capital contribution - value:  $
__to be acquired under existing contract
Date of contract:  
Seller:  
Purchaser:  
__to be acquired, but no contract has been executed
__other:  
Partnership is to:
__merely operate existing structures
__construct low income housing 
__rehabilitate (under Tax Reform Act of 1986)
__construct other type of building

__if cost of __acquiring Real Estate or __constructing improvements exceeds $        Limited Partners are to contribute      % of excess, up to $
__mortgages, etc. must be nonrecourse
__to employ a specific managing agent
Name:  
__"reasonable" compensation
__fee equal to     % of gross receipts
__plus incentive fee of     % in excess of $

__consent of Limited Partners is to be required for major acts -- vote required:  
__sale of all assets
__sale of Real Estate 
__mortgaging of Real Estate
__borrowing of money - in excess of:  $
__settlement of claims - in excess of:  $
__establishment of reserves - in excess of:  $
__merger or consolidation

__Partners are to have a right of first refusal for any Interest being sold (just rights to allocations and distributions, in the case of a General Partnership)  [Note that for family Limited Partnerships the right of first refusal is automatically included, so that gifts of partnership interests will be a present interest which qualifies for the annual gift tax exclusion.  See Technical Advisory Memorandum 9751003.]

IF A GENERAL PARTNERSHIP OR JOINT VENTURE -- Are the other Partners to agree, in advance, to buyout (or have an option to buyout) the interest of a Partner who dies or becomes totally disabled or retires?  [usually no] __Y  __N   If yes, answer the following:
__buyout on death
__option to buyout on death
__buyout on disability
__option to buyout on disability
__buyout on retirement (__option if terminated for cause)
__option to buyout on retirement
__insurance (for death or disability is to be maintained by the Partners to pay the purchase price)
__may pay in installments evidenced by a Note (rather than all cash)
How many monthly installments:
Any minimum amount for each installment:  $
Rate of interest:     %
Percent of price as cash down payment:     %
The purchase price is to be based on:  __book value __fair value based on the assets and liabilities of the Partnership, to be stipulated annually or determined by appraisal  [__good will is to be taken into account, whether or not carried on the books]
__stipulate present value of 1% Interest:  $
__stipulate minimum future value of 1% Interest:  $

Are disputes to be resolved by arbitration?  __Y  __N