b'does not require compliance with securities laws. In that case, it would be a joint venture, and all that would be needed is the operating agreement. Limited Partnership Agreement Thisdocumenthasthesameroleasalimitedliabilitycompany agreement, but for a limited partnership. It describes the rights and duties of the general partner (who has the same role as the manager of a limited liability company) and the limited partners (investors). It also describes what the investors are buying (usually limited partnership interests or LP interests).When a limited partnership is selling interests to passive investors, the limitedpartnershipagreementisaninvestmentcontract,withinthe definition of Securitiesand thus all sales of interests to passive investors (who are not members of the general partner) must comply with securities laws. Shareholder Agreement Thisdocumenthasthesameroleasalimitedliabilitycompany agreement, but for a corporation. It describes the rights and duties of the officers(managers)andboardofdirectorsandtheshareholdersor stockholders(investors)ofthecorporation.Italsodescribeswhatthe investors are buying (shares or stock). Whenacorporationissellingintereststopassiveinvestors(who becomeshareholdersorstockholders),theshareholderagreementisan investment contract, within the definition of Securitiesand thus all sales of stock or shares to passive investors must comply with securities laws. 94'