This Law Firm Partnership Agreement is among the existing members of a law firm partnership wherein the existing partners admit an additional partner. The partnership agreement sets out the name of the partnership, the business being carried on by it, financial affairs and events of dissolution.
This Law Firm Partnership Agreement is an agreement between two or more attorneys to create a legal partnership between them. The partnership is governed by this partnership agreement and sets forth the rights and responsibilities of the partners. It also provides for how profits and losses will be divided, the percentage of interest of each partner, and procedures on dissolving the partnership. This document contains numerous standard provisions that are commonly included in these types of partnership agreements, as well as opportunities for customization to address the specific needs of the partners. It should be used by attorneys when creating a partnership. LAW FIRM PARTNERSHIP AGREEMENT This Agreement of Partnership (the “Agreement”) is made as of this ___ day of ______, ____, [Instruction: insert date] by and between ___________________________, _______________________, ________________________, and _________________________ [Instruction: insert the names of the individual Partners] who shall constitute the Partners (the “Partners”) of this Partnership (the “Partnership”), and such other persons as who may, from time to time, execute this Agreement as Partners. RECITALS WHEREAS, the Partners intend to form a partnership pursuant to the terms of this Agreement; NOW, THEREFORE, the Partners agree to the terms set forth below. TERMS 1. The Partners agree to carry on the Partnership together, effective the ____ day of _________, 201__ [Instruction: insert effective date] on subject to the terms and conditions and stipulations set forth in this Agreement. 2. The name of the Partnership shall be __________________ [Instruction: insert name of Partnership] and the purpose of the Partnership shall be the practice of law together with all other incidental activities that may be carried on in connection with same. 3. The principal office of the Partnership shall be at __________________________ [Instruction: insert principal office address] or at such other place or places as the Partners shall determine. 4. Subject to the provisions contained in this Agreement, the Partnership shall continue for a term ending on the earlier of: a. The date on which the Partnership is voluntarily dissolved by written agreement of the Partners pursuant to Paragraph 17 of this Agreement; or b. The date on which the Partnership is dissolved by operation of law. 5. The interest of each Partner in the Partnership, including his or her interest in the profits and losses of the Partnership, shall be as set forth in Exhibit “A” attached hereto. 6. Net profits and losses of the Partnership shall be divided as set forth in Exhibit “A.” 7. The expenses and losses of the Partnership in any one (1) fiscal year shall first be paid out of the earnings of the Partnership for that year, and if such earnings shall be insufficient to pay all expenses and losses as mentioned, the deficiency shall be made up by the Partners in their respective, proportionate shares. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 8. The Partners may draw on account of their profits such amounts as may be determined by the Partners. In the event any Partner has drawn out during the fiscal year a sum exceeding the profits to which such Partner is entitled, such Partner shall repay the excess to the Partnership within _______ (____) [Instruction: insert number of months] months. 9. If at any time, and from time to time, capital or further capital is required for carrying on the business of the Partnership, the capital may be advanced by any of the Partners. 10. The Partners agree that the Partnership shall set up banking arrangements and that Partner ______________ and Partner ________________ [Instruction: insert the names of the Partners who will be responsible for setting up the Partnership’s bank accounts] shall be responsible for making such arrangements forthwith. All checks, drafts and other instruments and documents on behalf of the Partnership shall be signed by ________________________________ [Instruction: identify which Partners will have signing authority; if all Partners shall have signing authority, or if more than one Partner’s signature will be required, provide such instructional language here]. All Partnership money shall, when received, be paid and deposited with the bankers of the Partnership to the credit of the Partnership account. 11. Proper accounts shall be kept by the Partnership of all transactions of the Partnership. 12. No individual Partner shall, without the prior consent in writing of the other Partners, sign or encumber his or her share or interest in the Partnership, borrow money on behalf of the Partnership, or hire any employee or subcontractor. [Comment: the preceding language can be customized to fit the wishes of the Partners as to what actions can only be taken with the prior written consent of the other Partners] 13. If at any time any of the Partners is required to pay or becomes liable for more than his or her proportion of the Partnership debts as provided for in this Agreement, the Partnership, and each of the other individual Partners shall have a right of recovery as against the indebted Partner for the appropriate proportion of the payment or indemnification against such liability, and the Partnership shall have the first lien or charge on the capital and all other interest or interests of the indebted Partner in the Partnership. 14. Partner _________ [Instruction: insert the name of the managing Partner] will be responsible for the management of the Partnership (the “Managing Partner”), including the day to day business affairs of the Partnership. Notwithstanding the limitations set forth in Paragraph 10 above, the Managing Partner has full authority to bind the Partnership. 15. The Partners shall be entitled to admit any other person to the Partnership on any terms as the Partners hereto may agree in writing. 16. Any of the Partners may withdraw from the Partnership on not less than _______ (____) [Instruction: insert the minimum number of month’s notice] month’s written notice to the other Partners to be effective at the year end of the Partnership, unless the date of withdrawal is otherwise mutually agreed upon by the remaining Partners. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 17. The Partnership shall be dissolved only if all of the Partners agree in writing. The Partners shall cause the assets of the Partnership to be realized and the liabilities of the Partnership to be paid. The net amount realized therefrom, after deducting all reasonable expenses incurred in disposition and realization of the assets, shall be divided among the Partners in accordance with the proportional capital accounts of the Partners. 18. The Partners agree to devote their full time, attention, and energy to the Partnership. 19. If at any time during the continuation of this Agreement, the Partners deem it necessary or expedient to make any alteration to any clause contained in this Agreement, they may do so in a writing signed by each of them. All such alterations shall be adhered to and have the same effect as if they had been originally embodied in and formed as a part of this Agreement. 20. To the extent that the laws of the governing jurisdiction apply to any matter provided for herein, the provisions hereof shall prevail in the case of any inconsistency. 21. The Partners hereto agree to execute and deliver such further and other documents and perform and cause to be performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof. 22. This Agreement shall inure to the benefit of and be binding on the respective heirs, executors, administrators, and assigns of each of the Partners. 23. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held invalid, unenforceable or void, the remainder of this Agreement and application of such term, provision, covenant, or condition to other persons, places, and circumstances shall remain in full force and effect. 24. This Agreement and the application or interpretation thereof shall be governed exclusively by the laws of the State of __________ [Instruction: insert the name of the governing state], regardless of conflict of law principles, and each party voluntarily consents to the jurisdiction of all courts in the State of ______________ [Instruction: insert the name of the jurisdictional court]. 25. This Agreement contains the entire agreement and understanding between the Partners and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter of this Agreement IN WITNESS WHEREOF, the Partners are in agreement as to the terms identified herein as evidenced by their signatures below and have executed this Agreement as of the day and year first written above. ____________________________________ ____________________________________ [Instruction: insert a Partner’s name] © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 ____________________________________ ____________________________________ [Instruction: insert a Partner’s name] ____________________________________ ____________________________________ [Instruction: insert a Partner’s name] ____________________________________ ____________________________________ [Instruction: insert a Partner’s name] © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 Exhibit A Percentage Interests Partner Percentage Interest ____________________________________ _____________ [Instruction: insert a Partner’s name] [Instruction: insert ownership percentage] ____________________________________ _____________ [Instruction: insert a Partner’s name] [Instruction: insert ownership percentage] ____________________________________ _____________ [Instruction: insert a Partner’s name] [Instruction: insert ownership percentage] ____________________________________ _____________ [Instruction: insert a Partner’s name] [Instruction: insert ownership percentage] © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6
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