Partnership Agreement This is a sample form of general partnership agreement. Partnerships are often used for small businesses.
PARTNERSHIP AGREEMENT This Partnership (the “Agreement”) is made by and among the General Partners listed below (the “General Partners”). ARTICLE I - GENERAL PROVISIONS 1.1 Formation of the Partnership:
The parties hereto agree to form a general partnership (the “Partnership”) under the [State] Uniform Partnership Act (the “Act”). 1.2 Name of the Partnership:
The name of the Partnership shall be ___________________________________, or such other name as shall be selected from time to time by the General Partners. 1.3 Purposes:
Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of ; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. 1.4 Principal Place of Business and Office of the Partnership:
The principal place of business and office of the Partnership shall be located at __________, or such other place or places as the General Partners may from time to time determine. In addition, the Partnership may maintain such other offices as the General Partners deem advisable. 1.5 Term:
The Partnership shall commence on the date hereof and shall continue until 5:00 p.m., December 31, 2050, unless sooner dissolved and terminated pursuant to the provisions of Article XII hereof.
General Partners: The name and place of business of the General Partners are as follows:
____________________________ ____________________________ ____________________________ 1.7 Certificates:
____________________________ ____________________________ ____________________________
(a) The General Partners, or any one of them, on the Partnership’s behalf, shall sign and cause to be filed and published an appropriate fictitious business name statement under any applicable fictitious business name law within 40 days after the Partnership begins doing business, within 40 days after any subsequent change in its membership, and before the expiration of any previously filed statement. Each General Partner appoints __________________ as his or her agent and attorney-in-fact to execute on his or her behalf any such fictitious business name statement. (b) If the Partnership is to own real estate, promptly after the date the Partnership begins and after the date of any subsequent change in its membership, the General Partners shall sign, acknowledge, and verify a statement of partnership authority as provided in the Act, and cause it to be recorded in each county in the state in which the Partnership owns or contemplates owning real property or any interest in real property. That statement shall include a statement that any conveyance, encumbrance, or transfer of an interest in the Partnership’s real property must be signed on behalf of the Partnership by at least two of the General Partners. (c) The General Partners shall from time to time execute or cause to be executed all such certificates, fictitious business name statements, and other documents, and do or cause to be done all such filings, recordings, publishings, and other acts as the General Partners may deem necessary or appropriate to comply with the requirements of law for the formation and operation of the Partnership in all jurisdictions in which the Partnership shall desire to conduct business. 1.8 Agent for Service of Process:
The agent for service of process on the Partnership in [STATE] shall be __________ or such other eligible individual [STATE] resident or corporation qualified to act as an agent for service of process as the General Partners shall designate. ARTICLE II - DEFINITIONS Unless otherwise expressly provided herein or unless the context otherwise requires, the following terms are defined as follows, notwithstanding any other definition contained in the Act: 2.1 “Affiliate” means: (a) any person directly or indirectly controlling, controlled by or under common control with another person, (b) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (c) any officer, director or partner 2
of such person, and (d) if such other person is an officer, director or partner, any compa