AGREEMENT OF GENERAL PARTNERSHIP
This Agreement of General Partnership is made and entered into as of the _____ day of 20__, by
and among ____________________ (collectively the “General Partners” or the “Partners”).
1. Formation; Name and Place of Business.
The parties hereto do hereby form a general partnership (the “Partnership”) pursuant to the
provisions of the laws of the State of _______________. The name of the Partnership is
_________________ and its principal place of business is ___________________ or such other
place or places as the General Partners may hereafter determine.
2. Definitions of Terms.
The following terms used in this Partnership Agreement will (unless otherwise expressly provided
herein or unless the context otherwise requires) have the following respective meanings:
2.1 “Agreement” and “Partnership Agreement” shall mean this Agreement of General
Partnership, including any amendments thereto.
2.2 “Code” shall mean the Internal Revenue Code of 1986, as amended, or
corresponding provisions of subsequent revenue laws.
2.3 “Distributions shall refer to any cash or other property distributed to the General
2.4 “Net Income” or “Net Loss” shall mean the net income or net loss of the
Partnership, as determined in accordance with the principles employed by the
Partnership for United States Federal income tax purposes.
2.5 “Partnership” shall refer to the General Partnership created under this Partnership
The purposes of the Partnership shall be to ______________________________.
The partnership shall commence on the date hereof and shall continue for _____ years unless
previously terminated in accordance with the provisions of this Agreement.
5. General Partners.
Each General Partner shall contribute to the Partnership an amount of capital equal to _____
Dollars ($_____.00) and shall receive a _____ interest in the Partnership.
6. Allocation of Income, Loss and Distributions.
6.1 The Net Income, Net Loss, tax credits and Distributions of the Partnership shall be
allocated among the Partners in accordance with their Partnership interest set forth
in Section 5 hereof.
6.2 The Partnership shall make Distributions to the partners at the discretion of the
General Partners. All such distributions shall be made in proportion to each
Partner’s interest as set forth in Section 5 hereof.
6.3 All items of revenues, proceeds, costs, losses. expenses hereinabove allocated to
each Partner as part of Net Income or Net Loss shall, for al1 income tax purposes,
be deemed to retain their character as ordinary income, short—term or long—term
capital gain or loss, or other income tax characterization in the hands of the Partner
to whom allocated in the proportion as existed among the items of Partnership
revenues, proceeds, costs, losses and expenses from which such Partners allocated
share was derived.
7. Assignment of Partnership Interests.
No Partner shall sell, assign, pledge, mortgage or otherwise transfer his interest or any part of his
interest in the Partnership without the written consent of all of the other Partners.
8. Rights, Authority, Powers, Responsibilities and Duties of the General Partners.
8.1 The General Partners by unanimous consent shall have all authority, rights and
powers conferred by law and those required or appropriate to the management of
the Partnership business which, by way of illustration but not by way of limitation,
shall inc1ude the right, authority and power:
8.1.1 To do any act or execute any document or enter into any contract or any
agreement of any nature necessary or desirable in furtherance of the
business purpose of the Partnership including without limitation the
acquisition and sale of real property, and the granting of mortgages thereon;
8.1.2 To prepare or cause to be prepared reports, statements and other relevant
information for distribution to Partners;
8.1.3 To open accounts and deposit and maintain funds in the name of the
Partnership in banks, savings and loan associations or money market
8.1.4 To cause the Partnership to make or revoke any of the elections referred to
in Section 754 of the Code or any similar provisions enacted in lieu thereof;
8.1.5 To determine the appropriate accounting method or methods to be used by
8.1.6 To amend this Agreement to reflect the addition or substitution of Partners
or the reduction of capital accounts upon the return of capita1 to Partners;
8.1.7 To execute, acknowledge and deliver any and all instruments to effectuate
the foregoing and to take all other action in connection therewith as the
General Partners may deem necessary or appropriate; and
8.1.8 To employ such persons as necessary or appropriate to carry out the affairs
of the Partnership, including themse1ves or their affiliates, and to pay such
fees, expenses, salaries and other compensation to such persons as they
8.2 Delegation of General Partner: Authority.
8.2.1 If and as long as there shall be more than one General Partner serving
hereunder, each General Partner may, from time to time, by an instrument
in writing delegate all or some of his powers or duties hereunder to another
General Partner or Partners. Such writing shall fully authorize such other
General Partner to act alone, without requirement of any other act or
signature of the General Partner, to take any action of any type and to do
anything and everything which the General Partners may be authorized to
take or do hereunder, and specifically without limitation of such authority,
to execute, sign, seal and deliver in the name and on behalf of the
Partnership any and all instruments or documents requisite to carrying out
the intention and purpose of this Agreement.
8.2.2 Every instrument or document executed by a General Partner so authorized
shall be conclusive evidence in favor of every person relying thereon or
claiming thereunder at the time of the delivery thereof of the following: (i)
that the Partnership was in existence at the time of such execution, (ii) that
the Agreement had not been. terminated or canceled or amended in any
manner so as to restrict such authority at the time of such execution, and
(iii) that the execution and delivery of such instruments were duly
authorized by the General Partners. Any person dealing with the
Partnership or a General Partner may always rely on a certificate signed by
one or more General Partners hereunder:
(i) as to who are the Partners hereunder,
(ii) as to the existence or nonexistence of any other facts which
constitute conditions precedent to acts by the General Partners or in
any other manner germane to the affairs of this Partnership,
(iii) as to who is authorized to execute and deliver any instrument or
document of the Partnership,
(iv) as to the authenticity of any copy of the Partnership Agreement and
amendments thereto, or as to any act or failure to act by the
Partnership or as to any other matter whatsoever involving the
Partnership or any Partner.
8.3 The General Partners shall devote only such time as may be necessary to supervise
the activities of the Partnership and may engage in or possess an interest in other
business ventures of any nature and description independently or with others,
including business ventures which may be similar to or competitive with the
business of the Partnership and neither the Partnership nor any other Partner shall
have any right by virtue of this Agreement in and to such other business ventures
or the income or profits derived therefrom.
8.4 No Partner shall have the right or power to withdraw or reduce his contribution to
the capital of the Partnership, except as a resu1t of the dissolution of the
Partnership. No Partner shall have priority over any other Partner either as to the
return of contributions of capital or as to Net Income, Net Loss or Distributions.
No interest will be paid to any of the Partners with respect to capital contributed to
9. Death, Retirement, Insanity, Bankruptcy or Dissolution of a General Partner.
Upon death, retirement, legal incompetency, adjudication of bankruptcy or insolvency of a
General Partner (the “Withdrawing Partner”), the estate or personal representative or guardian of
the Withdrawing Partner shall be admitted as a successor in interest of the Withdrawing Partner.
10. Termination and Dissolution of The Partnership.
10.1 The Partnership shall be terminated and dissolved upon the earlier to occur of the
10.1.1 The death, retirement, withdrawal, legal incompetency, adjudication of
bankruptcy or insolvency of a General Partner unless the remaining General
Partners, if any, elect within 120 days to continue the Partnership;
10.1.2 The expiration of the term of the Partnership;
10.1.3 The written decision of the General Partners to dissolve the Partnership or
10.1.4 Sale or other dissolution of all or substantially all of the Partnership’s
10.2 Upon a dissolution and termination of the Partnership for any reason, the General
Partners shall take full account of the Partnership assets and liabilities, shall
liquidate the assets as promptly as is consistent with obtaining the value thereof,
and shall apply and distribute the proceeds therefrom in the following order:
10.2.1 To the payment of creditors of the Partnership;
10.2.2 To the Partners pursuant to the provisions of Section 6 hereof.
The Partnership shall indemnify, save harmless and pay judgments and claims against the General
Partners from any and all loss, damage, liability or expense incurred by them at any time by
reason of or arising out of any act performed or omitted to be performed by them in connection
with the affairs of the Partnership, including attorneys fees incurred by them in connection with
the defense of any action based on any such act or omission, except with respect to any act
performed or omitted which the General Partners are found to have acted in bad faith, in willful
misconduct or gross negligence, or in violation of criminal law.
12. Books, Records, Accountings and Reports.
12.1 The Partnerships books and records, and the agreement and all amendments
thereto, shall be maintained at the principal office of the Partnership or such other
place as the Genera1 Partners may determine.
12.2 The General Partners, at Partnership expense, will cause income tax returns for the
Partnership to be prepared and timely filed with the appropriate authorities.
12.3 The Partnership shall select as its accounting year the fiscal year ending December
13.1 The terms and provisions of this Agreement shall be binding upon and shall inure
to the benefit of the executors, administrators, estates, heirs, legal successors and
assigns of the respective Partners, except as otherwise provided herein.
13.2 In the event any sentence or paragraph of this Agreement is declared by a court of
competent jurisdiction to be unenforceable or invalid, such sentence or paragraph
shall be deemed severed from the remainder of the Agreement and such remainder
of the Agreement shall remain in full force and effect.
13.3 All notices under this Agreement shall be in writing and shall be given to the party
entitled thereto, by personal service or by mail, posted to the address maintained by
the Partnership for such person or at such other address as he may specify in
writing, certified or registered with return receipt requested. Such notice shall be
effective when received. Notice given by mail as hereinabove set forth shall be
presumed received 72 hours after deposit in said mail.
13.4 This Agreement constitutes the entire agreement between the parties, and its
application or interpretation shall be governed exclusively by its terms and by the
laws of the State of _______________.
13.5 This Agreement may be amended at any time or times by written consent of all of
the General Partners.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first set forth
State of ____________________
On this _____ day of _______________, 20__, then personally appeared before me, a Notary
Public for the State of ____________________, the above-named ______________ and who
being duly sworn by me stated that this Agreement of General Partnership was their free act and
My Commission expires: ____________________