Sample Partnership Agreement
Follow our step-by-step process to customize the template.
PARTNERSHIP AGREEMENT
This Partnership Agreement (the "Agreement") is made and entered into this (the "Effective Date"). The Partners in this Agreement are as follows:
Partner Name
Address
City State
ZIP Code
The Partners to this Agreement agree to the following:
NAME
This Partnership will be known as (the "Partnership").
THE PARTNERSHIP
The Partners wish to become legal partners in business.
The terms and conditions of their Partnership will be outlined in this Agreement.
If the Agreement is executed, the Partnership will be in effect on .
The Partnership will only be terminated as outlined in this Agreement.
The Partnership's primary place of business will be , , , .
The Partnership will be governed under the laws of the state of .
The Partnership's primary purpose is .
If applicable, the Partners will obtain any necessary licenses and permits to do business, register its
Doing Business As Name ("DBA"), and obtain a Federal Employer Identification Number ("EIN").
CONTRIBUTIONS
The Partners will make an initial contribution to the Partnership as follows:
: $
Contributions will be submitted no later than . All capital contributions are final unless all partners give written consent of withdrawal. All contributions will be deposited into a joint capital account.
INTEREST AND AUTHORITY
The Partners' ownership interest in the Partnership will be as follows:
: %
: %
The Partners' authority will be defined by the following unless otherwise stated in the Agreement: All partners will have an equal vote. No Partner is authorized to act on their own in obtaining contracts, financial, or other obligations on the Partnership. Decisions will be based on a majority of equal votes.
The Partnership designates as the "Partnership Representative" as defined in 26 U.S. Code § 6223. The Partnership has chosen an entity to act as the Partnership Representative, and thus has elected as the "Designated Individual". The Partnership may replace the Partnership Representative or Designated Individual at its own discretion when filing its annual tax return.
COSTS
The Partners will share costs according to the following percentages:
: %
: %
PROFITS
The Partners will share the net profits of the Partnership according to the following percentages:
: %
: %
The Profits will be accounted by and distributed on the of the month according to the above percentages after the costs of the Partnership have been paid according to the above cost percentages.
SALARY
All Partners must give their unanimous consent if a permanent salary is to be established and their unanimous consent for the amount of salary to be given to each Partner.
PARTNER ROLES
Management Roles:
Work Hours: Each partner agrees to work 0 hours per week, excluding vacation weeks or weeks with a federal holiday.
Vacation: Each Partner will be granted 0 vacation days per year.
ACCOUNTING
All accounts related to the Partnership including contribution and distribution accounts will be audited once per year.
All Partners will maintain a joint contribution account. All Partners will maintain a joint distribution account. Partners will keep accurate and complete books of account for all accounts related to the Partnership. Any Partner, whether majority or minority, will be allowed to review all books of account at any time they request.
Each Partner will be responsible for his or her own taxes on any distributions made.
Accounting records will be kept on a accrual basis.
The fiscal year will be complete on the last day of of each year. All Partners will present their position on the state of the Partnership within two weeks of the completion of each fiscal year.
The following partners will be able to sign checks from any joint Partner account:
NEW PARTNERS
The Partnership will amend this agreement to include new partners upon the written and unanimous vote of all Partners.
The name of the Partnership may be amended if a new Partner is added to the Partnership upon the written and unanimous vote of all Partners.
WITHDRAWAL OR DEATH
The Partners hereby reserve the right to withdraw from the Partnership at any time. Should a Partner withdraw from the Partnership because of choice or death, the remaining Partners will have the option to buy out the remaining shares of the Partnership. Should the Partners agree to buy out the shares, the shares will be bought in equal amounts by all Partners. The Partners agree to hire an outside firm to assess the value of the remaining shares. Only upon the partners' unanimous agreement will the outside firm's valuation of the shares be considered final. The Partners will have days to decide if they want to buy the remaining shares together and disperse them equally. If all Partners do not agree to buy the shares, individual Partners will then have the right to buy the shares individually. If more than one Partner requests to buy the remaining shares, the shares will be split equally among those Partners wishing to purchase the shares. Should all Partners agree by unanimous vote, the Partnership may choose to allow a non-Partner to buy the shares thereby replacing the previous Partner.
If no individual Partner(s) finalize a purchase agreement by days, the Partnership will be dissolved.
The name of the Partnership may be amended upon the written and unanimous vote of all Partners if a Partner is successfully bought out.
DISSOLUTION
Should the Partnership be dissolved by unanimous vote, the Partnership will be liquidated, and the debts will be paid. All remaining funds after debts have been paid will be distributed based on the percentage of ownership interest outlined in this Agreement.
AMENDMENTS
Amendments may be made hereto upon the unanimous and written consent of all Partners.
Amendments must be expressly written and have the original signatures of all Partners.
All amendments, notices, requests, claims, demands and other communications between the parties shall be in writing. All such written communications shall be given (i) by delivery in person, (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the addresses of the parties specified in this Agreement or such other addresses specified in writing. All notices shall be effective upon (i) receipt by the party to which the written communication is given, or (ii) on the 5th day following mailing, whichever occurs first.
DISPUTE RESOLUTION
The parties will attempt to resolve any dispute arising out of or relating to the Partnership or this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation in the state of . If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction within the state of
.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the Effective Date first written above.
By: Date:
