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Louisiana ___________________________________________________ (Signature) __________________________________ (Name ­ Please Print) Partnership Agreement--Long 7 e) __________________________________ (Name ­ Please Print) PARTNER: ___________________________________________________ (Signature) __________________________________ (Name ­ Please Print) PARTNER: ARTNER: ___________________________________________________ (Signature) __________________________________ (Name ­ Please Print) PARTNER: ___________________________________________________ (Signatur_____. [Remainder of page intentionally left blank] Partnership Agreement--Long 6 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. P notice as set forth above. Partnership Agreement--Long 5 23. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of __________________________________________ Partner Name: Address:_________________________ ________________________________ ________________________________ Any Partner may change his/her address from time to time by providinge: Address:_________________________ ________________________________ ________________________________ Partner Name: Address:_________________________ ________________________________ ________________prepaid, or delivered by overnight delivery service, addressed as follows: Partner Name: Address:_________________________ ________________________________ ________________________________ Partner Namad been originally included in this Agreement. 22. Notice: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage to the subject matter of this Agreement. 21. Amendment: This Agreement may be modified in writing and must be signed by all Partners. Such amendment shall be have the same force and effect as if it hy prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relatingake the provision valid, then such provision shall be deemed to be construed as so limited. 20. Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes an force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such Partnership Agreement--Long 4 provision would mance with every provision of this Agreement. 19. Severability: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full. 18. Waiver: The failure of the Partners to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of the Partners' right to subsequently enforce and compel strict compliuccessors and permitted assigns. 17. Cumulative Rights: The Partners' rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by lawemain the property of the remaining Partners. 16. Binding Effect: The covenants and conditions contained in the Agreement shall apply to and bind the Partners and their heirs, legal representatives, s____________________________________________________________ 15. Name: If one of the Partners withdraws, dies or is declared incompetent, as discussed in Section 13 above, the Partnership name shall rnt as determined by an appraiser selected by the Partnership. [_] other: _________________________________________________________ ________________________________________________________________ ____artner's Capital Account reflecting all losses or gains at the time of the withdrawal, death or declared incompetentcy. [_] the fair market value of the withdrawing or deceased Partner's capital accoumaining Partners will pay the withdrawing Partner or his/her estate the following: (check the applicable box denoting the appropriate buyout mechanism) [_] the balance of the withdrawing or deceased Ps decide to buyout a withdrawing, deceased or incompetent Partner's Partnership Interest as described in Section 13B and 13C above, within thirty (30) days after the decision for such a buyout, the re(30) days: i) unanimously agree to buyout the deceased or incompetent Partner's Partnership Interest and continue the Partnership or ii) terminate the Partnership. 14. Buyout: If the remaining Partnerartnership. Partnership Agreement--Long 3 C. Partner Death. In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the remaining Partners must within thirty tion to withdraw, the remaining Partners must within thirty (30) days: i) unanimously agree to buyout the withdrawing Partner's Partnership Interest and continue the Partnership or ii) terminate the P gains from such liquidation in accordance with each Partner's share of the net profits and losses as determined under Section 6. B. Withdrawal. If one Partner notifies the other Partners of his intene Partnership assets, paying all Partnership liabilities, and by distributing the balance, if any, to the Partners in accordance with their Capital Accounts, as computed after reflecting all losses orny time upon unanimous agreement of the Partners. Upon the decision to terminate, the Partners will promptly liquidate the Partnership business and assets and wind-up its business by selling all of thansferee agrees to be bound by all provisions of this Agreement and to become a Partner as described herein. 13. Termination of Partnership: A. Unanimous Agreement. The Partnership will terminate at atgage, transfer or otherwise dispose of his Partnership Interest, in whole or in part, unless: i) the remaining Partners all agree to such a disposition of Partnership Interest and ii) the proposed tro his name. PARTNER SALARY $ $ $ $ (If no Partner is to receive a salary, write "none" in the box above.) 12. Transfer of Partnership Interests and Rights: No Partner shall sell, assign, encumber, mor. Sign a security agreement or mortgage on behalf of the Partnership; or I. Sign a lease on behalf of the Partnership. 11. Salaries: Each Partner will receive the salary in the amount appearing next tedit of the Partnership except for minor transactions in the ordinary course of business with an aggregate value of less than $_________________________; G. Confess judgment against the Partnership; HBorrow money or otherwise contract any debt on behalf of the Partnership which would require additional capital or further borrowing; E. Forgive any debt on behalf of the Partnership; F. Pledge the crte value greater than $___________________; Partnership Agreement--Long 2 C. Purchase any property or goods on behalf of the Partnership with an aggregate value greater than $_________________; D. ess than ________%, no Partner shall: A. Hire or discharge any employee for the Partnership's business; B. Enter into any agreement or series of agreements on behalf of the Partnership with an aggregae equal rights in the management of the business in the ordinary course of business. B. Prohibited Acts: Without the consent and agreement of Partners having an aggregate Partnership Interest of not l and each Partner shall have access to the books and records at all reasonable times. 10. Management A. Operations: Except as all of the Partners may otherwise agree in writing, the Partners shall hav of account shall be kept by the Partners and entries promptly made of all of the transactions of the Partnership. Such books and records shall be maintained at the principal office of the Partnershiptnership may/must (circle one) be signed by: (name the Partners)___________________________ ________________________________________________________________. 9. Accounting: Accurate and complete books TOTAL 7. Distributions: the Partnership will only make distributions in accordance with this Agreement and if all the Partners agree to such a distribution. 8. Checks: Checks in the name of the Pares of the Partnership and all income, loss, deductions, costs or credit shall be shared by the Partners in the following proportions ("Partnership Interest"): PARTNER PARTNERSHIP INTEREST % % % % 100%ons (the "Capital Accounts"). No Partner shall be allowed to withdraw from his/her Capital Account without the written consent of all of the other Partners. 6. Profits and Losses: the profits and losson, 2) any additional capital contributed by the Partner to the Partnership, 3) the Partner's share of the Partnership's profits as decreased by his/her share of the Partnership's loses and distributi CONTRIBUTION $ $ $ $ PARTNER 5. Capital Accounts: The Partnership will establish and maintain individual capital accounts for each Partner which will consist of: 1) the Partner's Initial Contributi 4. Capital Contribution: On or before ___________________ (provide date), each Partner shall contribute the capital described next to his/her name below (the "Initial Contributions"). INITIAL CAPITALtime to time by agreement of the Partners. 3. Term: The term of the Partnership will begin on _____________________, _________________ and will continue until terminated as provided in this Agreement.ess: The principal place of business of the Partnership shall be ______________________________________________ _______________________________________________________________ and may be changed from _______________________ (provide short description) and to engage in any other business that the Partners may determine from time to time in accordance with this Agreement. 2. Principal Place of Businip under the name of ____________________________________________________________ (the "Partnership"). The Partnership's business is to ______________________ _________________________________________ting out its terms and conditions; NOW THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows: 1. Name and Business: The parties hereby form a partnersh______ (each a "Partner," collectively referred to as the "Partners"). WHEREAS the parties wish to enter into a partnership with one another and formalize such partnership with a written agreement setTNERSHIP AGREEMENT This Partnership Agreement (the "Agreement") is made as of _______________, ___________, by and between _______________________________________ and _________________________________our state before entering into a partnership agreement. Furthermore, before using this form you should consult with your attorney to ensure that it addresses the needs of your specific situation. PARng partnerships may differ dramatically from state to state (e.g. some may require a registration of the partnership and partnership agreement); therefore you should become familiar with the laws of y, authority and responsibility. If the owners of the business do not make a written partnership agreement, state partnership law will dictate the rights and obligations of the owners. The laws governiss will operate and the commitments of the parties, including: i) the nature of each partner's contribution to the business, ii) how the partners will share profits and loses, and iii) decision makinge own a business together and do not designate the enterprise as some other type of business entity (e.g. corporation or LLC). But by creating a partnership agreement, you can spell out how the businet is formed and governed, which also leads to variations in its complexity. Generally, nothing is required to establish a business as a partnership; it will happen automatically when two or more peopl of this arrangement is that partners will also be liable for the partnership's debts and obligations. Because a partnership is defined broadly by state law, there is considerable flexibility in how ioverning termination, buyout of a partner and other subjects. Typically in a partnership each partner will participate in the control of the business and directly share in its profits. The consequencef two or more people (not a husband and wife) in their ownership of a for-profit business. The Partnership Agreement ­ Long Form differs from the Short Form because it includes additional provisions grms is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. INFORMATION Partnership Agreement ­ Long Form A partnership agreement is a document that formalizes the partnership osulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party. [_] The purchase and use of these fofrom state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first conr records. [_] If your partnership will include more than four partners, you may alter the form (e.g. add signature blocks) to accommodate the additional partners. [_] Laws vary from time to time and (3) the Partnership Agreement. [_] Each "partner" must sign the Partnership Agreement. [_] Multiple copies of this document should be signed so that each partner can keep a signed original for his/heInstructions & Checklist Partnership Agreement ­ Long Form [_] This package contains: (1) Instructions and Checklist for the Partnership Agreement; (2) Information about the Partnership Agreement; and LouisianaLouisiana nt) PARTNER: ___________________________________________________ (Signature) __________________________________ (Name ­ Please Print) Partnership Agreement--Short 4 ___ (Signature) __________________________________ (Name ­ Please Print) PARTNER: ___________________________________________________ (Signature) __________________________________ (Name ­ Please Pri___________________________. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. PARTNER: ________________________________________________ to time by providing notice as set forth above. Partnership Agreement--Short 3 17. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of ________ ________________________________ Partner Name: Address:_________________________ ________________________________ ________________________________ Any Partner may change his/her address from time follows: Partner Name: Address:_________________________ ________________________________ ________________________________ Partner Name: Address:_________________________ ____________________________tice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed aseement may be modified in writing and must be signed by all Partners. Such amendment shall be have the same force and effect as if it had been originally included in this Agreement. 16. Notice: Any no date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. 15. Amendment: This Agre construed as so limited. 14. Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes any prior understanding or representation of any kind preceding theion of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to bs Agreement. 13. Severability: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any proviss of this Agreement shall not be deemed a waiver or limitation of the Partners' right to Partnership Agreement--Short 2 subsequently enforce and compel strict compliance with every provision of thirs' rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law. 12. Waiver: The failure of the Partners to enforce any provisionThe covenants and conditions contained in the Agreement shall apply to and bind the Partners and their heirs, legal representatives, successors and permitted assigns. 11. Cumulative Rights: The Partnep: The Partnership will terminate at any time upon unanimous agreement of the Partners or automatically upon the death, declared incompetency or bankruptcy of any of the Partners. 10. Binding Effect: fer of Partnership Interests and Rights: No Partner shall sell, assign, encumber, mortgage, transfer or otherwise dispose of his Partnership Interest, in whole or in part. 9. Termination of Partnershi_________________________; G. Confess judgment against the Partnership; H. Sign a security agreement or mortgage on behalf of the Partnership; or I. Sign a lease on behalf of the Partnership. 8. Transowing; E. Forgive any debt on behalf of the Partnership; F. Pledge the credit of the Partnership except for minor transactions in the ordinary course of business with an aggregate value of less than $ Partnership with an aggregate value greater than $_________________; D. Borrow money or otherwise contract any debt on behalf of the Partnership which would require additional capital or further borrbusiness; B. Enter into any agreement or series of agreements on behalf of the Partnership with an aggregate value greater than $___________________; C. Purchase any property or goods on behalf of theanagement of the business in the ordinary course of business. B. Prohibited Acts: Without the consent of all of the Partners, no Partner shall: A. Hire or discharge any employee for the Partnership's r shall have access to the books and records at all reasonable times. 7. Management A. Operations: Except as the Partners may otherwise agree in writing, each Partner shall have equal rights in the ml be kept by the Partners and entries promptly made of all of the transactions of the Partnership. Such books and records shall be maintained at the principal office of the Partnership and each Partnebutions: The Partnership will only make distributions in accordance with this Agreement and if all the Partners agree to such a distribution. 6. Accounting: Accurate and complete books of account shaland Losses: The profits and losses of the Partnership and all income, loss, deductions, costs or credit shall be shared by the Partners in the same proportion as their Capital Contributions. 5. DistriCapital Contribution: Unless otherwise agreed to in writing, the Partners shall contribute equally any capital they deem necessary to maintain the Partnership (the "Capital Contribution"). 4. Profits ime in accordance with this Agreement. 2. Term: The term of the Partnership will begin on _____________________, _________________ and will continue until terminated as provided in this Agreement. 3. o ______________________ ________________________________________________________________ (provide short description) and to engage in any other business that the Partners may determine from time to tfollows: 1. Name and Business: The parties hereby form a partnership under the name of ____________________________________________________________ (the "Partnership"). The Partnership's business is tnother and formalize such partnership with a written agreement setting out its terms and conditions; NOW THEREFORE, in consideration for the promises set forth in this Agreement, the parties agree as ____________________________ and _______________________________________ (each a "Partner," collectively referred to as the "Partners"). WHEREAS the parties wish to enter into a partnership with one ansure that it addresses the needs of your specific situation. PARTNERSHIP AGREEMENT This Partnership Agreement (the "Agreement") is made as of _______________, ___________, by and between ___________greement); therefore you should become familiar with the laws of your state before entering into a partnership agreement. Furthermore, before using this form you should consult with your attorney to edictate the rights and obligations of the owners. The laws governing partnerships may differ dramatically from state to state (e.g. some may require a registration of the partnership and partnership ahe partners will share profits and loses, and iii) decision making, authority and responsibility. If the owners of the business do not make a written partnership agreement, state partnership law will creating a partnership agreement, you can spell out how the business will operate and the commitments of the parties, including: i) the nature of each partner's contribution to the business, ii) how ta partnership; it will happen automatically when two or more people own a business together and do not designate the enterprise as some other type of business entity (e.g. corporation or LLC). But by d broadly by state law, there is considerable flexibility in how it is formed and governed, which also leads to variations in its complexity. Generally, nothing is required to establish a business as of the business and directly share in its profits. The consequence of this arrangement is that partners will also be liable for the partnership's debts and obligations. Because a partnership is defineermination of the partnership, buyout of a partner and other subjects, you may want to use our Partnership Agreement Long Form. Typically in a partnership each partner will participate in the control of two or more people (not a husband and wife) in their ownership of a for-profit business. This is the Partnership Agreement Short Form. If you would like additional specificity and flexibility in torms is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. INFORMATION Partnership Agreement ­ Short Form A partnership agreement is a document that formalizes the partnershipnsulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party. [_] The purchase and use of these f from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first coer records. [_] If your partnership will include more than four partners, you may alter the form (e.g. add signature blocks) to accommodate the additional partners. [_] Laws vary from time to time andd (3) the Partnership Agreement. [_] Each "partner" must sign the Partnership Agreement. [_] Multiple copies of this document should be signed so that each partner can keep a signed original for his/hInstructions & Checklist Partnership Agreement ­ Short Form [_] This package contains: (1) Instructions and Checklist for the Partnership Agreement; (2) Information about the Partnership Agreement; an LouisianaLouisiana /PRT/Wyoming.html Appendix A ­ State Law Digest 2 .com/public/SLD/PRT/Washington.html http://www.findlegalforms.com/public/SLD/PRT/West_Virginia.html http://www.findlegalforms.com/public/SLD/PRT/Wisconsin.html http://www.findlegalforms.com/public/SLDml http://www.findlegalforms.com/public/SLD/PRT/Utah.html http://www.findlegalforms.com/public/SLD/PRT/Vermont.html http://www.findlegalforms.com/public/SLD/PRT/Virginia.html http://www.findlegalformsPRT/South_Carolina.html http://www.findlegalforms.com/public/SLD/PRT/South_Dakota.html http://www.findlegalforms.com/public/SLD/PRT/Tennessee.html http://www.findlegalforms.com/public/SLD/PRT/Texas.hts.com/public/SLD/PRT/Oregon.html http://www.findlegalforms.com/public/SLD/PRT/Pennsylvania.html http://www.findlegalforms.com/public/SLD/PRT/Rhode_Island.html http://www.findlegalforms.com/public/SLD/ttp://www.findlegalforms.com/public/SLD/PRT/North_Dakota.html http://www.findlegalforms.com/public/SLD/PRT/Ohio.html http://www.findlegalforms.com/public/SLD/PRT/Oklahoma.html http://www.findlegalformw_Jersey.html http://www.findlegalforms.com/public/SLD/PRT/New_Mexico.html http://www.findlegalforms.com/public/SLD/PRT/New_York.html http://www.findlegalforms.com/public/SLD/PRT/North_Carolina.html hom/public/SLD/PRT/Nebraska.html http://www.findlegalforms.com/public/SLD/PRT/Nevada.html http://www.findlegalforms.com/public/SLD/PRT/New_Hampshire.html http://www.findlegalforms.com/public/SLD/PRT/Ne/www.findlegalforms.com/public/SLD/PRT/Mississippi.html http://www.findlegalforms.com/public/SLD/PRT/Missouri.html http://www.findlegalforms.com/public/SLD/PRT/Montana.html http://www.findlegalforms.cNNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING http://www.findlegalforms.com/public/SLD/PRT/Minnesota.html http:/RT/Michigan.html Appendix A ­ State Law Digest MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PE IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS http://www.findlegalforms.com/public/SLD/PRT/Massachusetts.html MICHIGAN http://www.findlegalforms.com/public/SLD/Pblic/SLD/PRT/Maine.html http://www.findlegalforms.com/public/SLD/PRT/Maryland.html ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAIIww.findlegalforms.com/public/SLD/PRT/Kansas.html http://www.findlegalforms.com/public/SLD/PRT/Kentucky.html http://www.findlegalforms.com/public/SLD/PRT/Louisiana.html http://www.findlegalforms.com/pu/SLD/PRT/Idaho.html http://www.findlegalforms.com/public/SLD/PRT/Illinois.html http://www.findlegalforms.com/public/SLD/PRT/Indiana.html http://www.findlegalforms.com/public/SLD/PRT/Iowa.html http://ww.findlegalforms.com/public/SLD/PRT/Florida.html http://www.findlegalforms.com/public/SLD/PRT/Georgia.html http://www.findlegalforms.com/public/SLD/PRT/Hawaii.html http://www.findlegalforms.com/publicttp://www.findlegalforms.com/public/SLD/PRT/Connecticut.html http://www.findlegalforms.com/public/SLD/PRT/Delaware.html http://www.findlegalforms.com/public/SLD/PRT/District_of_Columbia.html http://wwLD/PRT/Arizona.html http://www.findlegalforms.com/public/SLD/PRT/Arkansas.html http://www.findlegalforms.com/public/SLD/PRT/California.html http://www.findlegalforms.com/public/SLD/PRT/Colorado.html hto access the state's partnership law summary) http://www.findlegalforms.com/public/SLD/PRT/Alabama.html http://www.findlegalforms.com/public/SLD/PRT/Alaska.html http://www.findlegalforms.com/public/Seaf binder) APPENDIX A FindLegalForms.com State Law Digest for Partnerships Provided under agreement with copyright holder, © Nova Publishing Company 2004 (Click on the appropriate state link below censing, unemployment, and workers' compensation requirements Open partnership bank account Check insurance requirements Prepare partnership accounting ledgers Prepare partnership record book (loose-lfiling requirements, if any Prepare Partnership Agreement If desired, have attorney review Agreement prior to filing Review tax impact of partnership with an accountant Check state tax, employment, li____________________________ Authority to Do ________________________________________ Pre-Partnership Worksheet 3 Pre-Partnership Checklist Complete Pre-Partnership Worksheet Check annual fees and s: Insurance needs: New partners: Termination of partnership: Amendments to Partnership Agreement: Salary ________________________________________ ________________________________________ ____________Salaries of partners: Name ___________________________________ ___________________________________ ___________________________________ Draws of partners: Partner expense accounts: Expulsion of partner______ Required vote for partnership actions (majority/%/unanimous): Fiscal year: Accounting type (cash or accrual?): Financial authority: Name ___________________________________ Loans to partners: p bank account: Cost of setting up partnership: Required quorum for partnership meeting: Annual partnership meeting: Place ______________________________________ Date ____________________ Time ___________________________ ________________________________________________ Pre-Partnership Worksheet 2 Managing partner (if any): Proposed date of first partnership meeting: Proposed bank for partnershi______________________________________ Proportionate Share of Management ________________________________________________ ________________________________________________ ____________________________ebtedness: $ _________________ Management of the partnership: Name __________________________________________ __________________________________________ __________________________________________ ___________________________________________ ________________________________________________ ________________________________________________ Distribution and retention of profits and losses: Initial ind____________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses ________________________________________________ __________________ _________________ _________________ _________________ _________________ Partners' share of profits and losses: Name __________________________________________ _____________________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Value _________________ ___________________ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Property/Services _____________________________________ _______________________________________ _________________ _________________ _________________ _________________ _________________ Additional contributions: $ ________________ Date when due: ________________ Name ____________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Value ___________ Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Property/Services __________________________________nership Worksheet 1 Partnership Matters State of organization: Proposed date to begin partnership business: Duration of partnership: Initial investment total: $ ________________ Date when due: _____s: Ownership of principal place of business (own or lease?): Other places of business: Type of Business Purpose of business: State/local licenses required: Patents/copyrights/trademarks: Pre-Part______________ __________________________ __________________________ __________________________ Location of Business Address of principal place of business: Description of principal place of busines__ ________________________ ________________________ ________________________ ________________________ ________________________ Phone __________________________ __________________________ ____________ming the Partnership Name _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ Address ______________________prepare your Partnership Agreement. Instructions for Pre-Partnership Worksheet 3 Pre-Partnership Worksheet Proposed Name of the Partnership First choice: Alternate choices: Parties Involved in Fored on all of the details, and reviewed the Pre-Partnership Checklist, the actual process of drafting the Partnership Agreement may begin. Have the completed PrePartnership Worksheet before you as you list to be certain that you have completed all of the necessary steps for beginning a partnership. Once all of the persons involved in the partnership have completed the PrePartnership Worksheet, agreents to partnership agreement: Here should be the determination of how to amend the Partnership Agreement. Following the Pre-Partnership Worksheet is a Pre-Partnership Checklist. Please use this checkitions for their entry. Termination of partnership: How will the partnership end? Here list any considerations relating to the dissolution of the partnership that you may wish to be considered. Amendmhe need for the partners or the partnership to provide the partners with life and/or disability insurance. New partners: Will new partners be allowed into the partnership? Here note the terms and condditions for removing a partner. Insurance: Under this heading, consider the types of insurance that you will need, ranging from general casualty to various business liability policies. Also consider test in the partnership. This may range from "not at all" to "freely" or may be by unanimous or majority consent of the other partners. Expulsion of partners: Here you should consider the terms and conmum monthly amount of the expense account. Transfer of partnership interests: Under this listing, a decision should be made as to whether and how partners are allowed to transfer their ownership interws can be monthly, quarterly, annual, or on some other basis. Partner expense accounts: Here note if partners are allowed expense accounts for the normal expenses of the business. If so, note the maxi behalf of the partnership. Draws to partners: In this listing, make note of the ability of partners to obtain draws against their individual shares of the annual profits of the partnership. These dras item, decide if you wish the partnership to have the ability to make loans directly to the partners. Salaries to partners: Here you should decide if the partners will earn a salary for their work oninancial authority: Here list the authority of each proposed partner to sign checks, borrow money in the partnership's name, or sign documents in the name of the partnership. Loans to partners: In thial year and accounting type (cash or accrual) of the partnership should be chosen in advance. Please consult with a competent accounting professional. Instructions for Pre-Partnership Worksheet 2 Fbe set higher and can be made to be unanimous for certain items or even for all partnership decisions. Note any such provisions here. Fiscal year and accounting type: For accounting purposes, the fiscis is the percentage of partners that must vote in the affirmative in order to officially pass any partnership business. This is normally a "majority" (more than 50 percent), although this figure can ting: The date, time, and place of the annual partnership meeting should be specified. Required vote for partnership action: Once it is determined that a quorum of partners is present at a meeting, thented at a partnership meeting in order to officially transact any partnership business. This is normally a "majority" (over 50 percent), although this figure can be set higher. Annual partnership mee); the cost of procuring the necessary supplies; and any other direct costs of the partnership process. Required quorum for a partnership meeting: This is the percentage of partners who must be represk paperwork, that will be signed by partners at the first partners meeting. Cost of setting up partnership: This cost should reflect the cost of obtaining professional assistance (legal and accountingf the partnership. Proposed bank for partnership bank account: In advance of partnership, you should determine the bank that will handle the partnership account. Obtain from the bank the necessary banhere. If one or more partners will be appointed as managing partners, also make note of that decision. Date of first partnership meeting: This will be the date proposed for holding the first meeting o is to be any initial indebtedness for the partnership, please list here. Management of the partnership: If the business will be managed equally or in differing proportions by the partners, note that re decide how the partnership will distribute its profits and cover its losses. If the partnership will retain a portion of the profits for reinvestment, note that here. Initial indebtedness: If thereonate share of the profits and losses of the partnership for each partner. The shares can be equal or related to the proportionate contributions of each partner. Distribution of profits and losses: Hentributions by partners: If there are to be planned additional partner contributions of money, services, or property, list them here. Share of profits and losses: Under this heading, list the proportio the partnership by each partner upon the beginning of partnership business. List also the dates on which the contributions must be made. Instructions for Pre-Partnership Worksheet 1 Additional co end on a certain date, or to continue until the partners' death. Initial investment: This figure is the total amount of money or property that will be transferred, or services that will be rendered tbegin partnership business: This should be the date on which you expect the partnership to begin its legal existence. Duration of partnership: Decide if the partnership is to be for a certain term, tod to be transferred into the partnership, they should be noted here. State of partnership: In general, the partnership should be begun in the state in which it will conduct business. Proposed date to k with a competent local attorney for details regarding the type of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will nee number must be obtained by all partnerships. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licensing. If necessary, chece you should note any specific requirements for licenses to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A Federal tax IDur Partnership Agreement you will also note that your partnership has a general purpose of engaging in any and all lawful business in the state in which you operate. State/local licenses required: Hert be a post office box. If the partnership is home-based, this address should be the home address. Purpose of the Partnership: Here you may note the specific business purpose of the partnership. In yos of all of the people who are involved in the planning stages of the partnership. Principal place of business: This must be the address of the actual physical location of the main business. It may no use of a fictitious partnership name. For more information about your state, please see our State Law Digest at the web address above. Parties involved: Provide the names, addresses, and phone number, nor can it be deceptively similar to other names. It is often wise to clearly explain the business of the partnership through the choice of name. Many states require or allow the registration of theters. Instructions for Pre-Partnership Worksheet Partnership Name: The selection of a name is often crucial to the success of a partnership. The name must not conflict with any existing company nameslity, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal mator consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liabi FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i)c. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not website (For a list of web addresses, see http://www.findlegalforms.com/public/sos_addresses.html). Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inregarding the formation and operation of partnerships. For your convenience, links to the digest are provided in Appendix A. You can get further state-specific information at your Secretary of State'st are the following: Instructions for Pre-Partnership Worksheet Pre-Partnership Worksheet Pre-Partnership Checklist Note: Please note that our State Law Digest contains a brief overview of state laws rsons involved with a clear and permanent record of the information. This may provide the principals of the partnership with vital support for later decisions that may be required. Included in this ki other management decisions often will enable potential associates to resolve many of the difficult problems of partnership operation in advance. The use of written worksheets will also provide all peicts and demands are not known until the actual process of determining the partnership structure begins. Frank discussions regarding the questions of voting rights, division of profits and losses, andip paperwork. The process of preparing this worksheet and checklist will also help uncover any potential differences of opinion among the persons who are desiring to form the partnership. Often, confle and governance prior to formation. By completing the Pre-Partnership Kit, potential business owners will be able to have before them all of the basic data to use in preparing the necessary partnershInformation Pre-Partnership Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a partnership's purpose, structur LouisianaLouisiana com/public/SLD/PRT/West_Virginia.html http://www.findlegalforms.com/public/SLD/PRT/Wisconsin.html http://www.findlegalforms.com/public/SLD/PRT/Wyoming.html 2 ://www.findlegalforms.com/public/SLD/PRT/Vermont.html http://www.findlegalforms.com/public/SLD/PRT/Virginia.html http://www.findlegalforms.com/public/SLD/PRT/Washington.html http://www.findlegalforms.LD/PRT/South_Dakota.html http://www.findlegalforms.com/public/SLD/PRT/Tennessee.html http://www.findlegalforms.com/public/SLD/PRT/Texas.html http://www.findlegalforms.com/public/SLD/PRT/Utah.html http/public/SLD/PRT/Pennsylvania.html http://www.findlegalforms.com/public/SLD/PRT/Rhode_Island.html http://www.findlegalforms.com/public/SLD/PRT/South_Carolina.html http://www.findlegalforms.com/public/Shttp://www.findlegalforms.com/public/SLD/PRT/Ohio.html http://www.findlegalforms.com/public/SLD/PRT/Oklahoma.html http://www.findlegalforms.com/public/SLD/PRT/Oregon.html http://www.findlegalforms.com_Mexico.html http://www.findlegalforms.com/public/SLD/PRT/New_York.html http://www.findlegalforms.com/public/SLD/PRT/North_Carolina.html http://www.findlegalforms.com/public/SLD/PRT/North_Dakota.html public/SLD/PRT/Nevada.html http://www.findlegalforms.com/public/SLD/PRT/New_Hampshire.html http://www.findlegalforms.com/public/SLD/PRT/New_Jersey.html http://www.findlegalforms.com/public/SLD/PRT/New/www.findlegalforms.com/public/SLD/PRT/Missouri.html http://www.findlegalforms.com/public/SLD/PRT/Montana.html http://www.findlegalforms.com/public/SLD/PRT/Nebraska.html http://www.findlegalforms.com/TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING http://www.findlegalforms.com/public/SLD/PRT/Minnesota.html http://www.findlegalforms.com/public/SLD/PRT/Mississippi.html http:/SISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE S KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS http://www.findlegalforms.com/public/SLD/PRT/Massachusetts.html MICHIGAN http://www.findlegalforms.com/public/SLD/PRT/Michigan.html 1 MINNESOTA MIS.findlegalforms.com/public/SLD/PRT/Maryland.html ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSART/Kansas.html http://www.findlegalforms.com/public/SLD/PRT/Kentucky.html http://www.findlegalforms.com/public/SLD/PRT/Louisiana.html http://www.findlegalforms.com/public/SLD/PRT/Maine.html http://wwwdlegalforms.com/public/SLD/PRT/Illinois.html http://www.findlegalforms.com/public/SLD/PRT/Indiana.html http://www.findlegalforms.com/public/SLD/PRT/Iowa.html http://www.findlegalforms.com/public/SLD/PT/Florida.html http://www.findlegalforms.com/public/SLD/PRT/Georgia.html http://www.findlegalforms.com/public/SLD/PRT/Hawaii.html http://www.findlegalforms.com/public/SLD/PRT/Idaho.html http://www.finc/SLD/PRT/Connecticut.html http://www.findlegalforms.com/public/SLD/PRT/Delaware.html http://www.findlegalforms.com/public/SLD/PRT/District_of_Columbia.html http://www.findlegalforms.com/public/SLD/PRdlegalforms.com/public/SLD/PRT/Arkansas.html http://www.findlegalforms.com/public/SLD/PRT/California.html http://www.findlegalforms.com/public/SLD/PRT/Colorado.html http://www.findlegalforms.com/publilaw summary) http://www.findlegalforms.com/public/SLD/PRT/Alabama.html http://www.findlegalforms.com/public/SLD/PRT/Alaska.html http://www.findlegalforms.com/public/SLD/PRT/Arizona.html http://www.finorms.com State Law Digest for Partnerships Provided under agreement with copyright holder, © Nova Publishing Company 2004 (Click on the appropriate state link below to access the state's partnership Amendment to Partnership Agreement remain in full force and effect and are ratified and confirmed. Signature of Partner Name of Partner Signature of Partner Name of Partner APPENDIX A FindLegalF___________, 20___. The above noted Partnership Agreement is hereby amended to read as follows: All other portions of the original Partnership Agreement dated ____________, 20___, not changed by this__________, of _______________________, City of ____________________, State of _______________. It is intended to permanently amend the Partnership Agreement between the above parties that is dated __dment to Partnership Agreement is made on ____________________, 20___, by and between _____________________, of _________________________, City of ______________, State of _____________, and _________, as changed conditions may dictate. To make amendments to your original Partnership Agreement, use the following Amendment to Partnership Agreement form. Amendment to Partnership Agreement This Ament to wind up partnership business Restrict rights of third parties who are not partners Besides these general statutory restrictions, partners may agree to alter or amend their agreement in any mannery Unreasonably reduce the duty of case Eliminate the obligation of good faith and fair dealing Vary to power to dissociate as a partner Vary the right of a court to expel a partner Vary the requirementes which have adopted the Revised Uniform Partnership Act; please see the State Law Digest for details) Unreasonably restrict the right of access to books and records, or eliminate the duty or loyaltf you and your partners are in unanimous agreement, are as follows: Vary the rights and duties relating to filing a registration statement in those states which require such statements (generally, staall states restricts the right to change certain general conditions and rules of partnership law and partners liability. The things that you cannot alter by amending your Partnership Agreement, even is. An attorney should be consulted for all serious legal matters. Notes Regarding Amendment of Partnership Agreement Most portions of the agreement may be changed by amendment. However, state law in ness interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materiale for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or busihe materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liabllforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. Thip is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegaon of partnerships. For a brief overview of these laws, please visit our State Law Digest. For your convenience, links to the digest are provided in Appendix A. Disclaimer No Attorney-Client relationsRegarding Amendment of a Partnership Agreement Amendment to Partnership Agreement Note: Before amending your Partnership Agreement, you may wish to consult the laws in your state governing the operatirship Agreement that you prepared, you should have included a clause that allows for the amendment of the agreement by either majority or unanimous vote. Included in this kit are the following: Notes our Partnership Agreement. At some time in the course of your partnership, changed conditions may require that you amend or change certain portions of your Partnership Agreement. In the initial PartneInformation Amendments to Partnership Agreement - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit includes a form and instructions to aid you in amending y LouisianaLouisiana ming.html 2 Statement of Partnership Authority Used by permission of copyright holder © 'Daniel Sitarz' 2005 lic/SLD/PRT/Washington.html http://www.findlegalforms.com/public/SLD/PRT/West_Virginia.html http://www.findlegalforms.com/public/SLD/PRT/Wisconsin.html http://www.findlegalforms.com/public/SLD/PRT/Wyo//www.findlegalforms.com/public/SLD/PRT/Utah.html http://www.findlegalforms.com/public/SLD/PRT/Vermont.html http://www.findlegalforms.com/public/SLD/PRT/Virginia.html http://www.findlegalforms.com/pubh_Carolina.html http://www.findlegalforms.com/public/SLD/PRT/South_Dakota.html http://www.findlegalforms.com/public/SLD/PRT/Tennessee.html http://www.findlegalforms.com/public/SLD/PRT/Texas.html http:blic/SLD/PRT/Oregon.html http://www.findlegalforms.com/public/SLD/PRT/Pennsylvania.html http://www.findlegalforms.com/public/SLD/PRT/Rhode_Island.html http://www.findlegalforms.com/public/SLD/PRT/Soutw.findlegalforms.com/public/SLD/PRT/North_Dakota.html http://www.findlegalforms.com/public/SLD/PRT/Ohio.html http://www.findlegalforms.com/public/SLD/PRT/Oklahoma.html http://www.findlegalforms.com/pu.html http://www.findlegalforms.com/public/SLD/PRT/New_Mexico.html http://www.findlegalforms.com/public/SLD/PRT/New_York.html http://www.findlegalforms.com/public/SLD/PRT/North_Carolina.html http://wwc/SLD/PRT/Nebraska.html http://www.findlegalforms.com/public/SLD/PRT/Nevada.html http://www.findlegalforms.com/public/SLD/PRT/New_Hampshire.html http://www.findlegalforms.com/public/SLD/PRT/New_Jerseydlegalforms.com/public/SLD/PRT/Mississippi.html http://www.findlegalforms.com/public/SLD/PRT/Missouri.html http://www.findlegalforms.com/public/SLD/PRT/Montana.html http://www.findlegalforms.com/publiIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING http://www.findlegalforms.com/public/SLD/PRT/Minnesota.html http://www.fincopyright holder © 'Daniel Sitarz' 2005 MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANHUSETTS http://www.findlegalforms.com/public/SLD/PRT/Massachusetts.html MICHIGAN http://www.findlegalforms.com/public/SLD/PRT/Michigan.html 1 Statement of Partnership Authority Used by permission of .html ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACm/public/SLD/PRT/Kentucky.html http://www.findlegalforms.com/public/SLD/PRT/Louisiana.html http://www.findlegalforms.com/public/SLD/PRT/Maine.html http://www.findlegalforms.com/public/SLD/PRT/Marylandl http://www.findlegalforms.com/public/SLD/PRT/Indiana.html http://www.findlegalforms.com/public/SLD/PRT/Iowa.html http://www.findlegalforms.com/public/SLD/PRT/Kansas.html http://www.findlegalforms.com/public/SLD/PRT/Georgia.html http://www.findlegalforms.com/public/SLD/PRT/Hawaii.html http://www.findlegalforms.com/public/SLD/PRT/Idaho.html http://www.findlegalforms.com/public/SLD/PRT/Illinois.htmegalforms.com/public/SLD/PRT/Delaware.html http://www.findlegalforms.com/public/SLD/PRT/District_of_Columbia.html http://www.findlegalforms.com/public/SLD/PRT/Florida.html http://www.findlegalforms.col http://www.findlegalforms.com/public/SLD/PRT/California.html http://www.findlegalforms.com/public/SLD/PRT/Colorado.html http://www.findlegalforms.com/public/SLD/PRT/Connecticut.html http://www.findlpublic/SLD/PRT/Alabama.html http://www.findlegalforms.com/public/SLD/PRT/Alaska.html http://www.findlegalforms.com/public/SLD/PRT/Arizona.html http://www.findlegalforms.com/public/SLD/PRT/Arkansas.htmProvided under agreement with copyright holder, © Nova Publishing Company 2004 (Click on the appropriate state link below to access the state's partnership law summary) http://www.findlegalforms.com/ny dealings with the above-named partnership. Dated , 20 Signature of Partner Name of Partner Signature of Partner Name of Partner APPENDIX A FindLegalForms.com State Law Digest for Partnerships ______________ office on _____________________, 20___, and any Amendments thereto. It is intended that this Cancellation serve as full and complete notice to any person or entity who intends to have a______, State of ___________________. This Cancellation fully and completely revokes and cancels the Statement of Partnership Authority that is dated ________________, 20___, and filed with the ______by and between _____________________, of ___________________, City of __________________, State of _____________________, and ____________________, of _______________________, City of ________________ity is filed in the County of ______________, State of _____________, by the _________________________ Partnership, formed by virtue of the Partnership Agreement dated _______________________, 20___, nature of Partner Name of Partner Cancellation of Statement of Partnership Authority Under the terms of the laws of the State of _______________, this Cancellation of Statement of Partnership Authorority serve as full and complete notice to any person or entity who intends to have any dealings with the abovenamed partnership. Dated _____________, 20___ Signature of Partner Name of Partner Sig_______________ office on ____________________, 20___, remains in full force and effect and is ratified and confirmed. It is intended that this Amendment and the original Statement of Partnership Authrship Authority is amended as follows: Other than the above-mentioned amendments, the original Statement of Partnership Authority, that is dated _________________, 20___, and filed with the _________ the Statement of Partnership Authority which was dated __________________, 20___, and filed with the _______________________ office on _______________, 20____. The above-mentioned Statement of Partneity of ____________________, State of ___________________, and ______________________, of ___________________________, City of __________________, State of _____________________. This Amendment alters_________, by the ________________________ Partnership, formed by virtue of the Partnership Agreement dated ___________________, 20___, by and between _______________________, of __________________, Cement of Partnership Authority Under the terms of the laws of the State ______________, this Amendment to Statement of Partnership Authority is filed in the County of _________________, State of _____o have any dealings with the above-named partnership. Dated , 20 Signature of Partner Name of Partner Signature of Partner Name of Partner Statement of Partnership Authority 2 Amendment to State partnership in any manner. Statement of Partnership Authority 1 It is intended that this Statement of Partnership Authority serve as full and complete notice to any person or entity who intends te following partners are authorized to enter into contracts on behalf of the partnership: Name Other than the above-mentioned persons and authority, no other persons shall have the ability to bind thnt addresses of all partners are as follows: Name Address The following partners are authorized to execute instruments transferring real property that is held in the name of the partnership. Name Th______________, and _________________________, of ___________________, City of ____________________, State of _____________________. The principal office of the partnership is at: The names and curre__________ Partnership, formed by virtue of the Partnership Agreement dated ___________, 20___, by and between ___________________, of ____________________, City of _______________, State of _________ Authority Under the terms of the laws of the State of _______________, this Statement of Partnership Authority is filed in the County of ____________, State of ______________________, by the ________ct liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Statement of Partnershipding, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, stris, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (incluranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agente. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warFor your convenience, links to the digest are provided in Appendix A. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advicreal estate. Note: To determine whether your state has adopted the Revised Uniform Partnership Act, and whether you are eligible to file a Registration Statement, please consult our State Law Digest, In order to act as an effective and legal notice to third parties, a certified copy of the Statement must then be recorded in the records of the county in which the partnership does business or holds nd or cancel any Statement of Partnership Authority in those states that have adopted the Revised Uniform Partnership Act. These statements are most often initially filed with the Secretary of State. airs, particularly those relating to real property. The registration is a simple matter of completing a statement noting who has authority to do what within the partnership. It is also possible to ameership holds real estate. The purpose of such a Statement is to provide a public record and public notice of those individual partners who have the authority to bind the partnership in contractual affartnership. The Revised Uniform Partnership Act affords the partnership the opportunity to register an official Statement of Partnership Authority with officials in the jurisdiction in which the partnInformation Registration of Partnership - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit includes a form and instructions to aid you in registering your P LouisianaLouisiana com/public/SLD/PRT/Wisconsin.html http://www.findlegalforms.com/public/SLD/PRT/Wyoming.html Termination of Partnership Agreement 2 .findlegalforms.com/public/SLD/PRT/Virginia.html http://www.findlegalforms.com/public/SLD/PRT/Washington.html http://www.findlegalforms.com/public/SLD/PRT/West_Virginia.html http://www.findlegalforms.D/PRT/Tennessee.html http://www.findlegalforms.com/public/SLD/PRT/Texas.html http://www.findlegalforms.com/public/SLD/PRT/Utah.html http://www.findlegalforms.com/public/SLD/PRT/Vermont.html http://wwwpublic/SLD/PRT/Rhode_Island.html http://www.findlegalforms.com/public/SLD/PRT/South_Carolina.html http://www.findlegalforms.com/public/SLD/PRT/South_Dakota.html http://www.findlegalforms.com/public/SLw.findlegalforms.com/public/SLD/PRT/Oklahoma.html http://www.findlegalforms.com/public/SLD/PRT/Oregon.html http://www.findlegalforms.com/public/SLD/PRT/Pennsylvania.html http://www.findlegalforms.com/rk.html http://www.findlegalforms.com/public/SLD/PRT/North_Carolina.html http://www.findlegalforms.com/public/SLD/PRT/North_Dakota.html http://www.findlegalforms.com/public/SLD/PRT/Ohio.html http://wwSLD/PRT/New_Hampshire.html http://www.findlegalforms.com/public/SLD/PRT/New_Jersey.html http://www.findlegalforms.com/public/SLD/PRT/New_Mexico.html http://www.findlegalforms.com/public/SLD/PRT/New_Yofindlegalforms.com/public/SLD/PRT/Montana.html http://www.findlegalforms.com/public/SLD/PRT/Nebraska.html http://www.findlegalforms.com/public/SLD/PRT/Nevada.html http://www.findlegalforms.com/public/YOMING http://www.findlegalforms.com/public/SLD/PRT/Minnesota.html http://www.findlegalforms.com/public/SLD/PRT/Mississippi.html http://www.findlegalforms.com/public/SLD/PRT/Missouri.html http://www.EY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN Whusetts.html MICHIGAN http://www.findlegalforms.com/public/SLD/PRT/Michigan.html Termination of Partnership Agreement 1 MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSCONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS http://www.findlegalforms.com/public/SLD/PRT/Massacm/public/SLD/PRT/Louisiana.html http://www.findlegalforms.com/public/SLD/PRT/Maine.html http://www.findlegalforms.com/public/SLD/PRT/Maryland.html ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO http://www.findlegalforms.com/public/SLD/PRT/Iowa.html http://www.findlegalforms.com/public/SLD/PRT/Kansas.html http://www.findlegalforms.com/public/SLD/PRT/Kentucky.html http://www.findlegalforms.co/public/SLD/PRT/Hawaii.html http://www.findlegalforms.com/public/SLD/PRT/Idaho.html http://www.findlegalforms.com/public/SLD/PRT/Illinois.html http://www.findlegalforms.com/public/SLD/PRT/Indiana.htmlegalforms.com/public/SLD/PRT/District_of_Columbia.html http://www.findlegalforms.com/public/SLD/PRT/Florida.html http://www.findlegalforms.com/public/SLD/PRT/Georgia.html http://www.findlegalforms.comtml http://www.findlegalforms.com/public/SLD/PRT/Colorado.html http://www.findlegalforms.com/public/SLD/PRT/Connecticut.html http://www.findlegalforms.com/public/SLD/PRT/Delaware.html http://www.findlublic/SLD/PRT/Alaska.html http://www.findlegalforms.com/public/SLD/PRT/Arizona.html http://www.findlegalforms.com/public/SLD/PRT/Arkansas.html http://www.findlegalforms.com/public/SLD/PRT/California.hishing Company 2004 (Click on the appropriate state link below to access the state's partnership law summary) http://www.findlegalforms.com/public/SLD/PRT/Alabama.html http://www.findlegalforms.com/pnature of Partner Name of Partner Termination of Partnership Agreement 2 APPENDIX A FindLegalForms.com State Law Digest for Partnerships Provided under agreement with copyright holder, © Nova Publto be invalid, void, or unenforceable by any court of law of competent jurisdiction, the rest of the Agreement shall remain in full force and effect. Dated Signature of Partner Name of Partner Signt are part of this Agreement. Any alleged oral agreements shall have no force or effect. This Agreement is governed by the laws of the State of ____________. If any portion of this Agreement is held the partners. Time is of the essence of this Agreement. This document is the entire Termination of Partnership Agreement between the partners. Any attached papers that are referred to in this Agreemeement shall be effective unless it is in writing and signed by a majority of the partners. This Agreement binds and benefits all partners and any successors, inheritors, assigns, or representatives oftnership, nor has he or she received any funds or assets that do not appear on the records of the partnership. 7. The partnership name shall be disposed of as follows: 8. No modification of this Agreportional share. Termination of Partnership Agreement 1 6. Every partner hereby represents that he or she has not obligated the partnership in any way that does not appear on the records of the parrtners' income accounts to the partners in their proportional share. To the partners' capital accounts to the partners in their proportional share. To any remaining assets to the partners in their propartnership assets, along with any partnership funds, shall be applied to the partnership liabilities in the following order: a. b. c. d. To all the debts and obligations of the partnership. To the partionate shares. 5. Any partnership assets shall be sold. Any partner shall have the right to purchase any partnership asset before any sale to an outside purchaser. The proceeds from the sale of the ounting, which shall be no later than ______________, 20___. Any liabilities incurred or funds received by the partnership after this date shall be distributed to the partners according to their propoip shall proceed to have an accounting made of all of the assets and liabilities of the partnership. The equities of the partnership's creditors and partners shall be determined on the date of the acc be deemed to have a fair market value equal to its sale price. 3. The partners agree that their proportionate shares of the assets and liabilities of the partnership are as follows: 4. The partnersh the partnership has a present fair market value equal to the asset's value as shown on the financial records of the partnership. However, if an asset is sold, the partners agree that that asset shallusiness nor incur any further partnership obligations, other than to liquidate the assets of the partnership and, in general, wind up the partnership's affair. 2. The partners agree that each asset of, 20___. The above noted partners agree to terminate their Partnership under the following terms and conditions: 1. After ________________, 20___, no partner shall engage in any further partnership b_________________, State of _______________. It is intended to permanently terminate the partnership that was created by the Partnership Agreement between the above parties that is dated _______________________, 20___, by and between _______________________, of ___________________, City of ________________, State of __________________ and ________________________, of ___________________, City of _stimated date for the distribution of the final partnership assets? Partnership Termination Worksheet 2 Termination of Partnership Agreement This Termination of Partnership Agreement is made on ___ccount? How much will be distributed to each partner's capital account? What additional partnership funds will be distributed to each partner? Who will wind up the partnership business? What is the epartners? What will be the remaining partnership assets after all partnership liabilities have been met? Partnership Termination Worksheet 1 How much will be distributed to each partner's income anate shares of profits and losses of each partner? What is the liquidation or sale value of all of the partnership assets? What is the value of all of the partnership liabilities, other than to the e discontinued with no purchase of partnership assets? What disposition will be made of the partnership name? What date is set for the sale/lease/liquidation of the partnership? What are the proportiosting partner? If so, what are the proposed terms of the existing partner's offer to buy or lease the business? Are these terms unanimously acceptable to the partners? Will the partnership business bf so, what are the proposed terms of the outside purchaser's offer to buy or lease the business? Are these terms unanimously acceptable to the partners? Is the business to be sold or leased to an exihe partnership property?: Appraisal of partnership property: $ Does anyone hold a right of first refusal or option to purchase the business? Is an outside purchase or lease of the business involved? Iey should be consulted for all serious legal matters. Partnership Termination Worksheet Date proposed for termination: Reason for termination: Valuation of partnership business: $ Who will appraise tption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attornrect, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interru are used at your own risk. 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Note: Before terminating your partnership, you may wish to consult the laws in your state governing the operation of partnerksheet designed to assist you in understanding the factors that will be important as you proceed to terminate your business partnership. Following the worksheet is a Termination of Partnership Agreemssolution of the business to each partner's satisfaction. The termination of a business partnership is, perhaps, one of the most difficult business situations to confront. Included in this kit is a woly as possible, it is wise to carefully consider all aspects of the impending end of the partnership and to draft a comprehensive Termination of Partnership Agreement that will cover each aspect of dirtnership. In virtually all partnerships, there will come a time when the partners will desire that the partnership cease to exist. In order for the dissolution of the partnership to proceed as amicabInformation Termination of Partnership - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit includes a form and instructions to aid you in terminating your Pa Louisiana