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STANDARD GENERAL PARTNERSHIP AGREEMENT
General PARTNERSHIP AGREEMENT
Partnership Agreement
Partnership agreement made on . . . . . , 2000, by and between Name . . .
. . . address....
and
name . . . . . . .
addresses
in
consideration of the mutual covenants herein contained, the
above-named
persons,
hereinafter referred to as the partners,
agree to form, and hereby do form, a
partnership pursuant to the Uniform
Partnership Act as enacted by the
State of California, on the terms and conditions
hereinafter set
forth.
The said parties here to having confidence in each other , do hereby form with each other a partnership upon the terms, covenants and conditions hereinafter set forth.
II. PURPOSE
The partnership is created and conducted for the purpose of engaging in the business of:
_____________________________________________________
and in such other related businesses as
may be agreed on by the partners.
III.
NAME of partnership
(a)
Name. The name of the partnership shall be
______________________________________
IV. PLACE OF BUSINESS
(a)
Place of business. The principal place of business of the partnership shall
be . ___________________________________________________. The address of the
project shall be
_____________________________________and such other place or places as may be
agreed on by the partners.
V.
DURATION
The
partnership shall commence on ___________ , 2000, and continue until
dissolved
pursuant to Article XVI of this agreement.
VI. CAPITAL CONTRIBUTIONS
(a) Partnership Capital. The initial capital of the
partnership shall consist of the sum of _____________
Dollars ($________)
(b) Initial Contributions: The initial contribution of
each partner shall be as follows:
(1) ______________ [Name]
______________________ [ Specify Contribution -- if cash state the amount;
if property other that cash , give description and fair market value]
(2) _______ [In similar manner, specify the contributions of other partners]
(c) Subsequent Capital Contributions. Subsequent capital contributions, as such are needed by the partnership, shall be made by each partner in proportion to his respective distributive share (as defined in Article IX(a)). In the event any partner fails to make such subsequent capital contribution, the partners who have contributed their shares may consider the sums so advanced as loans to the partnership.
(d) When Initial Contribution To Be Made. Each partner shall make his initial contribution of capital to the capital of the partnership on or before ________________, 2000.
(e) Effect of Failure To Make Initial Contribution. If any partner fails to make his entire initial contribution to the capital of the partnership on or before _________, 2000, this agreement shall be abandoned and of no further effect. On the happening of such contingency all contributions which have been made shall be returned to partners who have made such contributions.
(f) Interest on Capital Contributions. Partner shall receive or no partner shall receive, or entitled to receive] interest on his contributions to capital [if interest is to be paid, add. at the rate of (26) percent ( %) per annum].
VII. PARTNERSHIP PROPERTY
(a) Partnership Property. Subject to the provisions Article
VI(b) and (d), all property originally paid or brought into, or transferred to,
the partnership as contributions to capital by the partners, or subsequently
acquired by purchase or otherwise, on account of the partnership, shall be
partnership property.
(b) Title to
Property To Remain in Partner. It is agreed that the
following described property is being made available to the partnership by
_________________ solely for the use of the partnership and is to remain the
property of ___________________ and is to be returned to him on __________ 19__,
or when the partnership is dissolved, if prior to that date:
_____________[description].
(c) Property To Be in Partnership Name. The title to all partnership property shall be held in the name of the partnership.
(d) Rights in Specific Partnership Property. It is agreed that [name of partner ______________
has the right at any time during the existence of this partnership to [assign or
describe other right] the following specific partnership
property: [describe property].
VII. RIGHTS, DUTIES, AND LIABILITIES OF PARTNERS
(a) Other Business Activities Prohibited No partner
during the continuance of the partnership, shall pursue, or become directly or
indirectly interested in, any business or occupation which is in conflict
either with the business of the partnership or with the duties and
responsibilities of such partner to the partnership.
(b) Time Partners To Devote to Business. Each partner
shall devote to the business of the partnership the following amount of time:
Name:
Name Time To Be Devoted To Business
__________________
_____________________ hours per _________
__________________
_____________________ hours per _________
__________________
_____________________ hours per _________
(c) Salaries. Each partner, for his time devoted to the
business of the partnership, shall receive,
in addition to his share in any profits, the following
salary:
Name Salary
__________________
$ _____________________ per _________
__________________
$ _____________________ per _________
__________________
$ _____________________ per _________
(d) Vacations and Leaves of Absence. Each partner shall be entitled to ___________days of vacation and _______________ days of leave of absence for illness or disability per annum, commencing from , _____________ 2000, without, except as otherwise provided herein, impairing his right to his share of the profits of the partnership or of any other rights under this agreement.
(e) Suretyship Obligations. The parties covenant that they presently are not, and agree that they shall not become during the existence of the partnership, without the written consent of all the partners, obligated under any bond, suretyship or security agreement, bail contract, or as co‑signer for any individual, partnership, or corporation, and shall not knowingly cause or allow to be done anything whereby partnership property may be attached or taken in execution.
(f) Payment of Separate Debts of Partners; Indemnification. Each partner shall pay his separate debts punctually and shall indemnify the other partners and the capital and property of the partnership against the same and all expenses on account thereof.
VIII. MANAGEMENT OF BUSINESS
(a) Participation in Management. Except as otherwise provided in this agreement, all partners shall have equal rights in the management and conduct of the partnership. Decisions shall be by majority vote (each partner having vote) except as provided in subpart (b) of this Article.
(b) Matters Requiring Unanimity. During the continuance of the partnership, no partner shall, without the consent of all the partners, do any of the following:
( 1) Assign the partnership property in trust for
creditors or on the assignee's promise to pay the
debts of the partnership;
(
2) Dispose of the good will of the business;
( 3) Submit a partnership claim
or liability to arbitration or
reference;
( 4) Confess a judgment against the
partnership;
( 5) Do any act which would make it impossible to carry on the
ordinary business of
the partnership;
( 6) Make, execute, or deliver in the
name of the partnership any bond, trust deed, mortgage,
indemnity bond,
guarantee, surety bond, or accommodation paper or accommodation
endorsement;
(
7) Borrow money in the name of the partnership or use as collateral any
partnership property;
( 8) Assign, pledge, transfer, release, or compromise
any debt owing to, or claim of, the
partnership except for
full payment;
( 9)
Convey any real property of the partnership;
(10) Pledge or transfer in any
manner, except to another partner, his individual interest in the
partnership;
or
(11) Undertake or complete any act for which unanimity is required under
any other provision
of this agreement.
(c) Contracts. For purposes of the partnership business, but subject to any limitations and restrictions imposed by this agreement, each partner shall have equal power and authority in using the partnership name and in binding the partnership, in making contracts and purchasing goods, and in otherwise trading, buying, selling, or managing on behalf of the partnership.
(d) Employment and Dismissal of Personnel. No partner
shall hire any person for employment by the partnership or dismiss, except in
case of gross misconduct, any person in the employment of the partnership
without the consent of all the partners.
(e) Indemnity by Partnership. The partnership will
indemnify each partner in respect of payments made and personal liabilities
reasonably incurred by each partner in the ordinary and proper conduct of the
partnership business, or for the preservation of the business or property of
the partnership.
(f) Meetings of Partners. Without call or notice, the
partners shall hold regular
[quarterly] meetings at times and places to be selected
by the partners. In addition, special
meetings may be called by any two partners at any time
after the giving of days'
notice to all partners. Notice of special meetings shall
be by actual notice in person or by
telephone to each partner. Any partner may waive notice
of any meeting, and attendance of a
partner at a meeting constitutes a waiver of notice of
such meeting, except in the event that a
partner attends a meeting and protests the lack of notice
to him.
(g) Bank Deposits and Accounts. All partnership funds
shall be deposited in the name of the
partnership in accounts in ______________ bank] at [address]. All checks, drafts, or other withdrawal slips
drawn on such
partnership accounts must be signed by all partners.
IX. PROFITS AND LOSSES
(a) Sharing of Profits. The partners shall be entitled to the net profits arising from the operation of the partnership business that remain after the payment of the expenses of conducting the business of the partnership. Each partner shall be entitled to the distributive share of the profits specified below: :
Name
Percentage
________________________
__________________________
_________________________
__________________________
_________________________
___________________________
The distributive share of the profits shall be determined
and paid to the partners on the
day of each year.
(b) Losses. All losses that occur in the operation of the
partnership business shall be paid out of the
capital of the partnership and
the profits of the business, or, if such sources are deficient in funds
to
cover such losses, by the partners in the following shares:
Name Percentage
________________________
__________________________
_________________________
__________________________
_________________________
___________________________
X. ACCOUNTING MATTERS
(a) Books of Account. Books of account shall be kept by the partners, and proper entries made therein of all the sales, purchases, receipts, payments, engagements, transactions and property of the partnership.
(b) Method of Accounting. All accounts of the partnership shall be kept on the [accrual] ___________ basis. All matters of accounting for which there is no provision in this agreement are to be governed by generally accepted methods of accounting.
(c) Place Where Books and Records To Be Kept. The partnership books of account, and all securities, papers, and writings of the partnership shall be kept at the principal place of business at _________________, in such other place where the business may be carried on, or in such other place as may be agreed on by the partners. Each partner shall have free access at all times to examine and copy the books, papers, and other writings of the partnership.
(d) Auditing of Accounts. The books of account shall be audited annually at the expense of the partners by a certified public accountant selected by the partners.
(e) Capital Accounts. A capital account shall be maintained on the partnership books on behalf of each partner. Such account shall be credited with that partner's contributions to the capital of the partnership and shall be debited and credited in the manner prescribed in subpart (f) of this article
(f) Income Accounts. An income account shall be
maintained on the partnership books on behalf of each partner. Such account
shall be closed to the capital account of the partner at the close of the
fiscal year.
As soon as practicable after the close of each fiscal
year, and at such other times as the partners may decide, the income account
of each partner shall be credited with that partner's distributive share of
profits or debited with his share of the losses.
Any losses to be debited to a partner's income account that exceed the credit balance of such account shall be debited to that partner's individual capital account. If, as a result of debiting a partner's individual capital account with the excess losses, his capital account is depleted, future profits of that partner shall be credited to his capital account until such depletion has been eliminated.
(g) Drawing Accounts. A drawing account, to which withdrawals shall be debited, shall be maintained on the partnership books on behalf of each partner. Withdrawals may be made subject to such limitations as the partners may from time to time adopt. Each partner's drawing account shall be closed to his income account at the close of each fiscal year.
(h) Tax Year. The taxable year of the partnership shall commence on ______________ and end on ___________
(i) Partnership Account. All partnership funds shall deposited in an account in the partnership name in a bank selected by a majority of the partners. Checks shall be drawn upon the partnership account only for partnership purposes and shall be signed by any two partners designated by the partners.
XI. ACCOUNTING BETWEEN PARTNERS
Each partner shall, on every reasonable request, give to the other partners a true accounting of all transactions relating to the business of the partnership, and full information of all letters, accounts, writings, and other things that come into his hands or to his knowledge concerning the business of the partnership.
XII. ADMISSION OF PARTNERS
Additional partners may be admitted to the partnership on such terms as may be agreed on in writing between partners and such new partners. The terms so agreed on shall constitute an amendment to this partnership agreement.
XII. RESTRICTIONS ON TRANSFERS
Except as otherwise provided in this agreement, no partner may sell, assign, transfer, encumber, or otherwise dispose of any interest in the partnership, partnership property, or assets of the partnership without the prior written consent of all other partners.
XIV. WITHDRAWAL OR RETIREMENT OF PARTNER
(a) Notice of Withdrawal or Retirement In the event any partner shall desire to withdraw or
retire from the partnership, or becomes disabled so that he is unable to fulfill his obligations to
the partnership as specified in this agreement, such partner shall give days _________________ notice
thereof in writing by registered or certified mail to the other partners at the last known address
of each other partner. If any partner is adjudged incompetent or insane, then his guardian shall
give notice thereof to each of the other partners in the same manner as provided herein.
(b) Competitive Activities after Retirement or Withdrawal Any partner who retires or
withdraws from the partnership shall not, without the written consent of the remaining
active partners, conduct or otherwise engage in ________________ [description of business]
within [restricted area] for a period of _____________ years after such retirement or withdrawal.
XV. EXPULSION OF PARTNER
(a) Grounds for Expulsion. Any partner may be expelled from membership in the partnership by a majority vote of the other partners on the following grounds:
(I) Failure of a partner to make, when due, any
contribution required to be made under the terms of this
agreement, when such
failure has continued for a period of sixty days after written notice thereof.
(2) Failure to fulfill any other obligation to the partnership as specified in
this agreement, when such failure
has continued for a period of sixty days
after written notice thereof.
(3) Adjudication of the partner as insane or
incompetent.
(4) Disability of the partner to the extent that he is unable for
a period of 90 days to fulfill his obligations
to the partnership as specified
in this agreement.
(5) The making of an assignment for the benefit of
creditors, the filing of a petition under the National
Bankruptcy Act or under
any similar law or statute of the United States or any state thereof, or the
adjudication of the partner as a bankrupt or insolvent in proceedings filed
against such partner under
any such act or statute.
(b) Manner of Expulsion; Notice. On the occurrence of any
event listed in subpart (a) of this article, the defaulting partner may be
expelled from membership in the partnership by a majority vote of the other
partners on giving the defaulting partner 90 days' notice of expulsion Such
notice shall briefly state the grounds for the expulsion.
XVI. DISSOLUTION; WINDING UP; LIQUIDATION
(a) Causes of Dissolution. The partnership shall be dissolved on the happening of any of the following events:
(I) Termination of the of
_______________ [term or undertaking] specified herein.:
(2) Withdrawal, retirement, or expulsion of any partner;
(3) Death, disability, or bankruptcy of any partner; or
(4) Unanimous agreement of the parties.
(b) Right To Continue Business After Dissolution. On dissolution of the partnership, the remaining partners she have the right to elect to continue the business of the partnership under the same name, by themselves, or with any additional persons they may choose. If the partners remaining desire to continue the business, but not together, the partnership shall be liquidated pursuant to subpart (e) this article.
(c) Payment if Partnership Continued After Dissolution. If, on dissolution, the remaining partners elect to continue the partnership business under subpart (b) of this article, they shall pay to the retiring, withdrawing, or expelled partner, or to the estate of the deceased partner, the value of such partner's interest, as determined by subpart (d) of this article, as of the date of dissolution. Such payment shall be made within ( _______) months of dissolution.
(d) Value of Partner's Interest The value of a partner's
interest in the partnership shall be computed by
(1) adding the totals of
(a)
his capital account,
(b) his income account, and
(c) any other amounts owed to
him by the partnership; and
(2) subtracting from the sum of the above totals the
sum of the totals of (a) his drawing account and (b) any amount owed by him to
the partnership.
(e) Winding Up and Liquidation. On dissolution of the
partnership, if the partnership business is not continued pursuant to subpart
(b) of this article, it shall be wound up and liquidated as quickly as
circumstances will allow. The assets of the partnership shall be applied to
partnership liabilities in the following order:
(I) Amounts owing to creditors other than partners;
(2)
Amounts owing to partners other than for capital and profits;
(3) Amounts owing
to partners in respect to capital; and
(4) Amounts owing to partners in respect
to
profits.
It
is agreed that disputes arising under this agreement, or under any instrument
made to carry out the
terms of this agreement, shall be submitted to arbitration
in accordance with the arbitration laws of the
State of California.
XVIII.
NOTICES TO PARTNERS
Except
as otherwise specified herein, all notices to the partners pursuant to this
agreement shall be in writing and shall be deemed effective when given by
personal delivery or by _ [specify other form of notice, such as sending by
certified mail].
XIX.
AMENDMENTS
This
agreement, except with respect to vested rights at partners, may be amended at
any time by a majority vote of the partners.
In
witness whereof, the parties hereto have executed this agreement at
___________________ on the
date
first above written.
Dated:
____________ 20000
_____________________________________
Dated:
_____________20000
_____________________________________
This page is under construction
I
STANDARD GENERAL
PARTNERSHIP
AGREEMENT CHECKLISTS
Matters
to be considered when drafting general partnership agreement
1. Name in full, and address, of each partner.
2.
Name of partnership.
3.
Place of business, including principal place of business and, if
appropriate,
other places of operation.
4.
Duration of partnership.
a. Date partnership will commence.
b.
Statement whether partnership is to continue for specified period or
until dissolved by agreement or other act
of partners.
5.
General purpose of partnership and type of business to be conducted.
6.
Name of predecessor business, if appropriate.
7.
Initial capital.
a.
Amount required for partnership to commence business.
b.
Amount and type of capital to be contributed by each partner.
c.
Description of any property other than money that is to be
contributed
by each partner.
d.
Manner in which property other than money is to be valued.
e.
Time when contributions are to be made.
f.
Arrangement for partner to loan cash or property to partnership.
8.
Right to make withdrawals from capital.
a. Purpose for which withdrawals may be made*
b. Approval Necessary to make withdrawals
9.
Partner's right in specific partnership property, including right to transfer
his interest to a third person.
10.
Acquisition and valuation of assets, including good will, transfer of
license
and insurance policies, etc., and assumption of debts and
liabilities, where an existing business is taken over by the partnership.
11.
Manner of taking title to partnership assets.
12.
Ownership of inventions and patents.
13.
Manner in which profits and losses are to be divided of shared.
14.
Duties of partners.
a.
Amount of time each partner to devote to business! of partnership.
b.
Reasonable restrictions against engaging in outside( business
activities.
c.
Description of duties of and services to be rendered by each partner.
15.
Compensation.
a.
Salary.
b.
Drawing accounts.
c.
Expenses of partners.
d.
Provisions as to vacations and leaves of absence.
16.
Management.
a.
How management is to be shared.
(1) By managing partner.
(2) By management
committee.
(3) By majority or other vote of partners.
b. Authority of each partner to:
(1) Sign checks.
(2) Make purchases.
(3) Pay
expenses.
(4) Execute conveyances and leases.
(5) Obtain insurance.
(6) Hire and
discharge employees.
