Australia General Partnership Agreement by Megadox

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									                    GENERAL PARTNERSHIP AGREEMENT
THIS AGREEMENT is made effective as of the ________ day of ________, ______.

BETWEEN:

                                      [NAME OF PARTNER 1]
                                                                                OF THE FIRST PART

                                                - and -

                                      [NAME OF PARTNER 2]
                                                                             OF THE SECOND PART
                                                - and -

                                      [NAME OF PARTNER 3]
                                                                               OF THE THIRD PART

WHEREAS the parties hereto desire to carry on the business of ____________________ at the City of
[city], in the State of [state] under the name of [partnership name] in partnership upon the terms
hereinafter set forth in this Partnership Agreement;

NOW THEREFORE the Partners agree to become partners and to form a partnership, and further
acknowledge and agree with each other as follows:

1.      DEFINITIONS

In this Agreement unless otherwise provided the following terms shall have the following meanings:

(a)     “Agreement” means this Partnership Agreement;

(b)     “Partner” means a member of the partnership formed and carrying on business pursuant to
        this Partnership Agreement;

(c)     “Partnership” means the partnership formed hereunder;

(d)     “Proportionate Interest” means, in the case of each Partner, such Partner’s proportionate
        interest in the capital of the Partnership as determined by the Partner’s respective contributed
        capital account as a percentage of the total capital of the Partnership;

(e)     “Withdrawing Partner” means a Partner who has (i) died; (ii) retired; (iii) withdrawn from
        the Partnership; (iv) become incapacitated; (v) become bankrupt; or (vi) been required to
        withdraw from the Partnership pursuant to this Agreement.

2.      NAME OF PARTNERSHIP

The name and style of the Partnership shall be [NAME OF PARTNERSHIP] or such other name as
may be agreed on by the Partners.

3.      BUSINESS NAME

The Partners, or any one of them on behalf of the Partnership, shall sign and cause to be filed an
appropriate business name statement under the Consumer (Corporate) Affairs within thirty (30) days
after the Partnership commences business, within 30 days after any subsequent change in its
membership, and prior to the expiration of any previously filed statement. Each of the parties to this
                                                   -2-


Agreement appoints _________________________________ as his agent and solicitor solely to execute
on his behalf any such business name statement with respect to the Partnership.

4.      OFFICE OF PARTNERSHIP

The Partnership shall have its offices at such place or places as may from time to time be agreed by
the Partners, in accordance with the provisions of this Agreement which govern management of the
Partnership’s business and affairs.

5.      ACTIVITIES OF PARTNERSHIP

The Partnership is organised to engage in [describe the business of the Partnership], with such
incidental operations, such as [describe any additional business operations], as may be necessary to
the operation of the Partnership.

6.      TERM OF PARTNERSHIP

The Partnership shall commence on _________________ and shall continue until dissolved by mutual
agreement of all of the Partners or pursuant to the provisions for dissolution and winding up set out
in this Agreement.

7.      STATEMENT FOR PARTNERSHIP REAL ESTATE

Promptly following the commencement of the Partnership and any subsequent change in its
membership, the Partners shall sign, acknowledge, and verify a statement and cause it to be recorded
in each shire in _________________ [insert name of state] in which the Partnership owns or may own
real estate property or any interest in real estate property.

8.      FISCAL YEAR

The financial year of the Partnership shall terminate on the last day of _________ in each year during
the term of the Partnership or such other time as the Partners may agree.

9.      CAPITAL CONTRIBUTIONS

The Partners shall contribute the following amounts as their capital contribution to the Partnership:

        Partner 1                                             $###.##
        Partner 2                                             $###.##

Any amounts actually spent prior to the ratification of this Agreement by any of the Partners shall be
reimbursed from the capital contributions within _______ days of receipts for such amounts being
presented for payment to the Partnership.

10.     ADDITIONAL CAPITAL CONTRIBUTIONS

At any time that it is determined, by written agreement of Partners holding a majority in capital
interest of the Partnership, that the capital of the Partnership is or is likely to become insufficient for
the conduct of its business, those Partners may, by written notice to all Partners, call for additional
capital contributions from all of the Partners. The additional contributions shall be payable in cash no
later than the date specified in such notice, which must not be earlier than thirty (30) days after the
notice is given. Each Partner shall be liable to the Partnership for his share of the aggregate
contributions duly called for in accordance with this paragraph.
                                                   -3-


11.     VOLUNTARY CAPITAL CONTRIBUTIONS

No Partner may make a voluntary contribution of capital to the Partnership without the consent of all
of the Partners.

12.     WITHDRAWAL OF CAPITAL

No Partner may withdraw capital from the Partnership without the consent of all of the Partners.

13.     INTEREST ON CAPITAL CONTRIBUTIONS

No Partner shall be entitled to receive interest on his capital contribution.

14.     LOANS TO PARTNERSHIP

No Partner shall pay, advance or otherwise lend money or money’s worth to, for or on behalf of the
Partnership without the approval of all of the Partners. If any Partner, with the consent of the other
Partners, lends money to the Partnership in addition to his capital contribution, the loan shall be a
debt of the Partnership to that Partner and shall bear interest at the rate of ________ percent (##%)
per year. The liability shall not be deemed to increase the lending Partner’s capital, and it shall not
entitle the lending Partner to an increased share of the Partnership’s profits.

15.     BORROWING

No Partner shall borrow or authorise the borrowing of any money on account of the Partnership,
other than in the ordinary course of the Partnership’s business, or to finance any part of the purchase
price of the Partnership’s properties, without the express approval of all Partners evidenced in
writing.

16.     ACCOUNTING METHOD

The accounting books and records of the Partnership shall be kept on the cash basis.

17.     ACCOUNTING RECORDS

Proper and complete books of account of the Partnership’s business shall be kept at the Partnership’s
offices and shall be open to inspection by any of the Partners or their authorised representatives at
any reasonable time during business hours. The accounting records shall be maintained in accordance
with generally accepted bookkeeping practices, and shall be examined by an independent certified
public accountant at least annually.

18.     CALCULATION OF PROFIT AND LOSS

The Partnership’s net profit or net loss for each fiscal year shall be determined as soon as practicable
after the end of such fiscal year in accordance with the accounting principles employed in the
preparation of the tax return filed by the Partnership for such fiscal year, but without any special
provisions for tax-exempt or partially tax-exempt income.

19.     ALLOCATION OF PROFITS AND LOSSES

At the end of each fiscal year, and upon the withdrawal of a Partner, the net profits of the
Partnership, after expenses, compensation and bonuses and less any reserve that may be
								
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