AGREEMENT OF PARTNERSHIP
A CALIFORNIA LIMITED LIABILITY PARTNERSHIP
This Agreement of Partnership (the "Agreement") is made as of the this the ___ day of
____, 20__ , by and between
, who shall constitute Partners (the "Partners") of this partnership (the
"Partnership"), and such other persons as may from time to time execute this Agreement as
A. The Partners are all of the partners of the Partnership; and
B. The Partners desire to set forth the partnership agreement in its entirety, and to convert
the Partnership into a limited liability partnership under California law;
Now, Therefore, the Partners agree as follows:
1. BASIC PROVISIONS.
Section 1.1 Name. The name of the Partnership shall be
. The partnership is a limited liability partnership registered under the laws of the State of
Section 1.2. Purpose. The purpose of the Partnership shall be to engage in the practice of
law in the State of California in accordance with the California Business and Professions Code
and all rules of practice and other regulations adopted by any courts and administrative bodies
before which the Partners or the associates of the Partnership shall be admitted to practice.
Section 1.3. Location. The principal place of business of the Partnership shall be located
at or at such
other or additional locations as may be agreed on by the Partners.
Section 1.4. Term of the Partnership. This Partnership shall continue until terminated
as provided herein, unless earlier dissolved by the Partners, or by a final order of decree as
provided in the Uniform Partnership Act of the State of California (Sections 15001 et. seq. of the
California Corporations Code). The Partnership does not automatically dissolve if or when the
Partnership changes its status from a limited liability partnership to another business form, such
as a general partnership.
Section 1.5. Limited Liability. This Partnership has fulfilled all requirements necessary
to secure its status as a limited liability partnership. Nothing in this Agreement is intended to
render the Partners liable for Partnership obligations for which they are not personally liable
under California Corporations Code Section 15015(b). This Section overrides any other
provision in this Agreement that is or might be interpreted as inconsistent with this principle.
2. CAPITAL ACCOUNTS
Section 2.1 Capital Accounts. The interests of the Partners in the capital of the
Partnership shall be as specified on Exhibit "A" hereto and shall be kept equal during the term of
the Partnership. The Partnership shall maintain each capital account in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv).
Section 2.2 Additional Contributions. Whenever it is determined by a majority of the
Partners that the capital of the Partnership is, or is likely to become, insufficient for the conduct
of the Partnership business, they may, by written notice, call for additional contributions to
capital in proportion to each Partner's interest in the capital of the Partnership. Any such
contributions shall be deducted from the Partners' drawing accounts within thirty days thereafter.
Section 2.3 Withdrawals of Capital. The Partners may withdraw capital from the
Partnership on a pro rata basis upon unanimous agreement of the Partners; provided, however,
that in no event shall the aggregate capital accounts of the Partners fall below $25,000. Prior to
the withdrawal of capital from the Partnership, the Partners shall cause the Partnership to pay, or
make provision for, all outstanding obligations and liabilities of the Partnership.
Section 2.4 Interest. No Partner shall be entitled to receive interest on his capital
Section 2.5 Loans. The Partners may make loans of funds to the Partnership upon the
approval of a majority of the Partners.
Section 2.6 Drawing Accounts A separate drawing account shall be established for each
Partner. Each Partner's distributive share of net profits or net losses (as those terms are defined
below) shall be credited or charged to the individual Partner's drawing account. The Partners
shall be entitled to withdraw funds from their respective drawing accounts as they shall agree,
except that such withdrawals shall not impair the working capital required for Partnership
operations. Withdrawals (other than those in reduction of capital accounts in accordance with
Section 2.3 above) shall be charged to the individual drawing accounts of the Partners.
3. PROFITS AND LOSSES
Section 3.1 Definition. For the purposes of this Agreement, the terms "net profits" and
"net losses" shall mean the net profits and net losses of the Partnership (including gains and
losses on the sale of assets) determined in accordance with generally accepted accounting
principles applied on a consistent basis, as modified by the use of th