Partnership Agreement - Long Form

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Written documents that allow two or more people to form a partnership together. They address many subjects including the name of the business, terms, contributions and responsibilities, termination and much more.

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When two or more individuals become the owners of a for-profit business, it is not wise to rely on a handshake or spoken understanding. Formalizing your partnership arrangement in writing is vitally important to the success and profitability of a business. By agreeing on the terms of the partnership, and putting that agreement explicitly into writing, you are minimizing the chance of future confusion, conflict, and crisis and taking critical steps towards ensuring the smooth operation of your business.

By formalizing the particulars involved in the operation of your business from the outset-determining a myriad of crucial issues ranging from the division of work to profit sharing to conflict resolution to what happens in case of dissolution of the partnership-you are taking the steps necessary towards avoiding communication break-downs and setting a strong foundation for your business and your business relationship.

If you and your business partners do not use a Partnership Agreement, you will not only be putting yourself at a disadvantage in dealing with disputes when they arise, but you are risking misunderstandings which may then erupt into full-blown legal actions, which carry with them often devastatingly exorbitant costs, not to mention time, effort, hassle, and emotional and mental exhaustion.

Our attorney-prepared Partnership Agreement allows you to structure your partnership relationship in a way that best suits your business and preserves your rights. Moreover, as every state has specific guidelines governing such Partnership Agreements, you will need a form that is compliant with the laws of your state.

This packet identifies and explains many key elements in drafting this document; some of the important provisions incorporated herein include the following:
  • Identification of Fundamentals: Ranging from identifying the name of the business to the identification of the principal place of business to providing the residence of the business for legal purposes.
  • Monetary Matters: Identifying the structure of how profits and losses will be distributed among the partners.
  • Establishing Business: From the basic understanding of the partnership and its purpose to identifying the specific amount of capital contributed or to be contributed.
  • Description of Terms of the Agreement: Providing details regarding each term of the Agreement so as to easily tailor the form to your specific needs and best secure the separate provisions of your agreement.
  • Explanation of Roles: Sets forth and explains in detail the management of the business and management of the partnership.
  • Conflict Resolution: Sets forth the steps to be followed to resolve conflicts should any arise in the course of the partnership.
  • Transfer of Interests: Provides information and steps to follow regarding the how and when partnership interests and rights may be transferred.

The packet you available here for purchase was prepared and reviewed by an attorney and includes the following:
  1. Checklist & Instruction for drafting and understanding the Partnership Agreement;
  2. Description and information regarding the Partnership Agreement form provided; as well as
  3. your state Partnership Agreement Form (Long Form)
State Compliant: Our Partnership Agreement provides the necessary compliance with state, in this case your state, and Federal law as well as the tools needed to tailor the Agreement to your specific needs.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Partnership Agreement
(Long Form)




This Packet Includes:
   1. Instructions and Checklist
2. General Information
3. Step-by-Step Instructions


4. Partnership Agreement-Long Form


Instructions and Checklist
Partnership Agreement  Long Form

q   Each partner must sign the Partnership Agreement.

q   Multiple copies of this document should be signed so that each partner can keep a signed original for his/her records.

q   If your partnership will include more than four partners, you may alter the form (e.g. add signature blocks) to accommodate the additional partners.

q   Laws vary from time to time and 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 consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.

q   The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at www.findlegalforms.com.






General Information
Partnership Agreement  Long Form
A Partnership Agreement is a document that formalizes the partnership of 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 governing 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 consequence of this arrangement is that partners will also be liable for the partnership's debts and obligations. This is also called personal liability, which is consideration when determining what type of business formation you will use.  Some types of businesses, such as sole proprietorships and partnerships, create personal liability for the owners. While others, such as corporations created limited liability in the owners.  
Creating a Partnership
Because a partnership is defined 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 a 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).  
While the formation of a partnership is relatively simple, there are still state and local requirements to be met. Most cities for instance, will require a partnership to register and pay a minimum tax.  You will also more than likely need to obtain a Federal Tax I.D. number from the IRS.  Each state and county will have its own requirements so be sure and consult the laws of your particular state.
It makes good business sense to have a Partnership Agreement in place. The agreement can spell out how the business will operate and the commitments of the parties, including: i) the nature of each partners contribution to the business, ii) how the 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 dictate the rights and obligations of the owners.
Dissolution of a Partnership
Partnerships are relatively quick to put together, and quick to dissolve in some cases. One of the disadvantages to a partnership business structure is that if one of the partners dies or leaves, the partnership dissolves.  To prevent this, a Buy-Out Agreement can be created. This will assist the partners in creating a plan in case someone leaves. If one partner leaves for instance, the remaining partners can buy out the departing partners interest and the company will remain intact.
Partnership Taxes
An important distinction between the various forms of business ownership is how they are taxed.  In a partnership, the business is not taxed as a separate entity (like with a corporation).  Any income made by the partnership “passes through” the company to the partners, and is reported on the personal income tax returns.  
The laws governing 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 your 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.






Step-by-Step Instructions
Partnership Agreement  Long Form

Introduction:  Enter the date and the name of each partner.

1. Name of Business:  Enter the name of the business, and its purpose.

2. Principal Place of Business:  Enter the address of the principal place of business.

3. Term:  Enter the beginning date of the business.

4. Capital Contribution:  Fill in date when partners will submit their capital contributions. In the space provided list each partner and the amount of their contribution.

5. Capital Accounts:  Capital accounts are created in a partnership as a way to create a financial record of the investments each partner has made in the business. The amount in the capital account creates the tax basis for the partner. In this provision, the capital accounts will contain the partners contributions, and will reflect the partners profits and losses.  

6. Profits and Losses.  The profits and losses of the partners will be apportioned according to their ownership in the company. List the partners and their respective ownership interests.

7. Distributions: Distributions will only be made in accordance to this agreement.

8. Checks:  Circle if the checks may, or must be signed by a particular partner(s) and enter the name(s).

9. Accounting: Accurate accounting and books will be kept and stored at the principal office.

10. Management:
A. Operations: All partners have equal rights in management of the business;

B. Prohibited Acts:  The following list of prohibited acts is fairly standard to Partnership Agreements.  Without consent of partners totaling an aggregate interest of not less than (enter %), no partner shall


A. Hire and fire employees;



B.  Enter into an agreement with a value greater than (enter amount);

C.  No partner will be allowed to purchase goods or services valued at an amount over (enter $ amount);

D. Borrow money or contract a debt that will require additional capital;

E. Forgive a debt on behalf of the partnership;

F.  Pledge credit for the partnership except minor transactions with a value of less than (enter amount);

G. Confess a judgment against the partnership;

H. Sign a security agreement or mortgage;

I. Sign a lease on behalf of the partnership.

11. Salaries:  Fill in the name of each partner and how much each will receive in salary.

12. Transfer in Partnership Interests and Rights. Partners cannot transfer rights unless all the other partners consent and the new partner agrees to be bound by the terms of this agreement.

13. Termination of Partnership.
A. Unanimous Agreement. The partnership can terminate at any time upon unanimous agreement of the partners.  Upon dissolution all affairs will be wound up, and partners will be paid in accordance to their capital account balances.

B. Withdrawal: If a partner wants to withdraw from the partnership, the remaining partners have thirty days to buy-out that partner, or terminate the partnership.

C. Partner Death. If a partner dies, the partners have thirty days to buy out the deceased partners business interest or terminate the partnership.

14. Buy-Out. In this provision you will be choosing the manner that you would buy-out a partner.  The buy-out mechanism shall either be withdrawing all funds from his/her capital account; or determining the fair market value of the capital account, or fill in another method.








15. Name. If a partner dies or withdraws, the name of the partnership will be owned by the partners.

16. Binding Effect. All the terms of this agreement will bind the partners, as well as their heirs, legal representatives, successors and permitted assigns.

17. Cumulative Rights. All rights under this agreement are cumulative and are not exclusive of each other.

18. Waiver. This is a standard waiver provision that is found in most all agreements. It means that failure to enforce a particular provision of this agreement does not waive a partys right to enforce any part of this agreement at a later time.

19. Severability. This provision means that if any provision in this agreement is found to be unenforceable, it does not affect the validity of any other provision.

20. Entire Agreement. The agreement is the entire and complete agreement between the parties.  

21. Amendment. Any amendment to this agreement must be in writing.

22. Notice.  Fill in the addresses of all the partners.

23. Governing Law.  Fill in the state where the partnership is being created.

24. Signature Block:  Each partner should sign the agreement and retain a copy for their records.



















DISCLAIMER:



FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT 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) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED 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. 






Partnership Agreement


This Partnership Agreement (the “Agreement”) is made as of _______________, ___________, by and between _______________________________________ and _______________________________________ (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 setting 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 partnership under the name of  ____________________________________________________________ (the “Partnership”).  The Partnerships business is to ______________________
________________________________________________________________
(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 Business:  The principal place of business of the Partnership shall be ______________________________________________
_______________________________________________________________ and may be changed from time 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.

4.  Capital Contribution:  On or before ___________________ (provide date), each Partner shall contribute the capital described next to his/her name below (the “Initial Contributions”).  

      

PARTNER
INITIAL CAPITAL CONTRIBUTION

$

$

$

$



5.  Capital Accounts: The Partnership will establish and maintain individual capital accounts for each Partner which will consist of: 1) the Partners Initial Contribution, 2) any additional capital contributed by the Partner to the Partnership, 3) the Partners share of the Partnerships profits as decreased by his/her share of the Partnerships loses and distributions (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 losses 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

%

%

%

%
TOTAL
100%

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 Partnership may/must (circle one) be signed by: (name the Partners)___________________________
________________________________________________________________.

9.  Accounting:  Accurate and complete books 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 Partnership 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 have 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 less than ________%, no Partner shall:

A.   Hire or discharge any employee for the Partnerships business;
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 the 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 borrowing;
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 $_________________________;
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.


11.  Salaries:  Each Partner will receive the salary in the amount appearing next to 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, mortgage, 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 transferee 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 any 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 the 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 or 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 intention to withdraw, the remaining Partners must within thirty (30) days: i) unanimously agree to buyout the withdrawing Partners Partnership Interest and continue the Partnership or ii) terminate the Partnership.

   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 (30) days: i) unanimously agree to buyout the deceased or incompetent Partners Partnership Interest and continue the Partnership or ii) terminate the Partnership.

14.  Buyout:  If the remaining Partners decide to buyout a withdrawing, deceased or incompetent Partners Partnership Interest as described in Section 13B and 13C above, within thirty (30) days after the decision for such a buyout, the remaining 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 Partners Capital Account reflecting all losses or gains at the time of the withdrawal, death or declared incompetency.

[_] the fair market value of the withdrawing or deceased Partners capital account as determined by an appraiser selected by the Partnership.

[_] other: _________________________________________________________
________________________________________________________________________________________________________________________________

15.  Name:  If one of the Partners withdraws, dies or is declared incompetent, as discussed in Section 13 above, the Partnership name shall remain 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, successors 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 law.

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 compliance 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 force and effect. If any provision 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 be construed as so limited.

20.  Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes any 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, relating 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 had 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 prepaid, or delivered by overnight delivery service, addressed as follows:

Partner Name:

Address:_________________________
________________________________
________________________________


Partner Name:

Address:_________________________
________________________________
________________________________


Partner Name:

Address:_________________________
________________________________
________________________________


Partner Name:

Address:_________________________
________________________________
________________________________

Any Partner may change his/her address from time to time by providing notice as set forth above.

23.  Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________________.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.



PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)



PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)


PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)



PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)


Number of Pages9
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#21884
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Partnership Agreement
(Long Form)




This Packet Includes:
   1. Instructions and Checklist
2. General Information
3. Step-by-Step Instructions


4. Partnership Agreement-Long Form


Instructions and Checklist
Partnership Agreement  Long Form

q   Each partner must sign the Partnership Agreement.

q   Multiple copies of this document should be signed so that each partner can keep a signed original for his/her records.

q   If your partnership will include more than four partners, you may alter the form (e.g. add signature blocks) to accommodate the additional partners.

q   Laws vary from time to time and 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 consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.

q   The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at www.findlegalforms.com.






General Information
Partnership Agreement  Long Form
A Partnership Agreement is a document that formalizes the partnership of 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 governing 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 consequence of this arrangement is that partners will also be liable for the partnership's debts and obligations. This is also called personal liability, which is consideration when determining what type of business formation you will use.  Some types of businesses, such as sole proprietorships and partnerships, create personal liability for the owners. While others, such as corporations created limited liability in the owners.  
Creating a Partnership
Because a partnership is defined 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 a 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).  
While the formation of a partnership is relatively simple, there are still state and local requirements to be met. Most cities for instance, will require a partnership to register and pay a minimum tax.  You will also more than likely need to obtain a Federal Tax I.D. number from the IRS.  Each state and county will have its own requirements so be sure and consult the laws of your particular state.
It makes good business sense to have a Partnership Agreement in place. The agreement can spell out how the business will operate and the commitments of the parties, including: i) the nature of each partners contribution to the business, ii) how the 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 dictate the rights and obligations of the owners.
Dissolution of a Partnership
Partnerships are relatively quick to put together, and quick to dissolve in some cases. One of the disadvantages to a partnership business structure is that if one of the partners dies or leaves, the partnership dissolves.  To prevent this, a Buy-Out Agreement can be created. This will assist the partners in creating a plan in case someone leaves. If one partner leaves for instance, the remaining partners can buy out the departing partners interest and the company will remain intact.
Partnership Taxes
An important distinction between the various forms of business ownership is how they are taxed.  In a partnership, the business is not taxed as a separate entity (like with a corporation).  Any income made by the partnership “passes through” the company to the partners, and is reported on the personal income tax returns.  
The laws governing 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 your 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.






Step-by-Step Instructions
Partnership Agreement  Long Form

Introduction:  Enter the date and the name of each partner.

1. Name of Business:  Enter the name of the business, and its purpose.

2. Principal Place of Business:  Enter the address of the principal place of business.

3. Term:  Enter the beginning date of the business.

4. Capital Contribution:  Fill in date when partners will submit their capital contributions. In the space provided list each partner and the amount of their contribution.

5. Capital Accounts:  Capital accounts are created in a partnership as a way to create a financial record of the investments each partner has made in the business. The amount in the capital account creates the tax basis for the partner. In this provision, the capital accounts will contain the partners contributions, and will reflect the partners profits and losses.  

6. Profits and Losses.  The profits and losses of the partners will be apportioned according to their ownership in the company. List the partners and their respective ownership interests.

7. Distributions: Distributions will only be made in accordance to this agreement.

8. Checks:  Circle if the checks may, or must be signed by a particular partner(s) and enter the name(s).

9. Accounting: Accurate accounting and books will be kept and stored at the principal office.

10. Management:
A. Operations: All partners have equal rights in management of the business;

B. Prohibited Acts:  The following list of prohibited acts is fairly standard to Partnership Agreements.  Without consent of partners totaling an aggregate interest of not less than (enter %), no partner shall


A. Hire and fire employees;



B.  Enter into an agreement with a value greater than (enter amount);

C.  No partner will be allowed to purchase goods or services valued at an amount over (enter $ amount);

D. Borrow money or contract a debt that will require additional capital;

E. Forgive a debt on behalf of the partnership;

F.  Pledge credit for the partnership except minor transactions with a value of less than (enter amount);

G. Confess a judgment against the partnership;

H. Sign a security agreement or mortgage;

I. Sign a lease on behalf of the partnership.

11. Salaries:  Fill in the name of each partner and how much each will receive in salary.

12. Transfer in Partnership Interests and Rights. Partners cannot transfer rights unless all the other partners consent and the new partner agrees to be bound by the terms of this agreement.

13. Termination of Partnership.
A. Unanimous Agreement. The partnership can terminate at any time upon unanimous agreement of the partners.  Upon dissolution all affairs will be wound up, and partners will be paid in accordance to their capital account balances.

B. Withdrawal: If a partner wants to withdraw from the partnership, the remaining partners have thirty days to buy-out that partner, or terminate the partnership.

C. Partner Death. If a partner dies, the partners have thirty days to buy out the deceased partners business interest or terminate the partnership.

14. Buy-Out. In this provision you will be choosing the manner that you would buy-out a partner.  The buy-out mechanism shall either be withdrawing all funds from his/her capital account; or determining the fair market value of the capital account, or fill in another method.








15. Name. If a partner dies or withdraws, the name of the partnership will be owned by the partners.

16. Binding Effect. All the terms of this agreement will bind the partners, as well as their heirs, legal representatives, successors and permitted assigns.

17. Cumulative Rights. All rights under this agreement are cumulative and are not exclusive of each other.

18. Waiver. This is a standard waiver provision that is found in most all agreements. It means that failure to enforce a particular provision of this agreement does not waive a partys right to enforce any part of this agreement at a later time.

19. Severability. This provision means that if any provision in this agreement is found to be unenforceable, it does not affect the validity of any other provision.

20. Entire Agreement. The agreement is the entire and complete agreement between the parties.  

21. Amendment. Any amendment to this agreement must be in writing.

22. Notice.  Fill in the addresses of all the partners.

23. Governing Law.  Fill in the state where the partnership is being created.

24. Signature Block:  Each partner should sign the agreement and retain a copy for their records.



















DISCLAIMER:



FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT 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) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED 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. 






Partnership Agreement


This Partnership Agreement (the “Agreement”) is made as of _______________, ___________, by and between _______________________________________ and _______________________________________ (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 setting 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 partnership under the name of  ____________________________________________________________ (the “Partnership”).  The Partnerships business is to ______________________
________________________________________________________________
(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 Business:  The principal place of business of the Partnership shall be ______________________________________________
_______________________________________________________________ and may be changed from time 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.

4.  Capital Contribution:  On or before ___________________ (provide date), each Partner shall contribute the capital described next to his/her name below (the “Initial Contributions”).  

      

PARTNER
INITIAL CAPITAL CONTRIBUTION

$

$

$

$



5.  Capital Accounts: The Partnership will establish and maintain individual capital accounts for each Partner which will consist of: 1) the Partners Initial Contribution, 2) any additional capital contributed by the Partner to the Partnership, 3) the Partners share of the Partnerships profits as decreased by his/her share of the Partnerships loses and distributions (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 losses 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

%

%

%

%
TOTAL
100%

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 Partnership may/must (circle one) be signed by: (name the Partners)___________________________
________________________________________________________________.

9.  Accounting:  Accurate and complete books 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 Partnership 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 have 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 less than ________%, no Partner shall:

A.   Hire or discharge any employee for the Partnerships business;
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 the 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 borrowing;
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 $_________________________;
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.


11.  Salaries:  Each Partner will receive the salary in the amount appearing next to 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, mortgage, 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 transferee 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 any 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 the 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 or 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 intention to withdraw, the remaining Partners must within thirty (30) days: i) unanimously agree to buyout the withdrawing Partners Partnership Interest and continue the Partnership or ii) terminate the Partnership.

   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 (30) days: i) unanimously agree to buyout the deceased or incompetent Partners Partnership Interest and continue the Partnership or ii) terminate the Partnership.

14.  Buyout:  If the remaining Partners decide to buyout a withdrawing, deceased or incompetent Partners Partnership Interest as described in Section 13B and 13C above, within thirty (30) days after the decision for such a buyout, the remaining 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 Partners Capital Account reflecting all losses or gains at the time of the withdrawal, death or declared incompetency.

[_] the fair market value of the withdrawing or deceased Partners capital account as determined by an appraiser selected by the Partnership.

[_] other: _________________________________________________________
________________________________________________________________________________________________________________________________

15.  Name:  If one of the Partners withdraws, dies or is declared incompetent, as discussed in Section 13 above, the Partnership name shall remain 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, successors 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 law.

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 compliance 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 force and effect. If any provision 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 be construed as so limited.

20.  Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes any 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, relating 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 had 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 prepaid, or delivered by overnight delivery service, addressed as follows:

Partner Name:

Address:_________________________
________________________________
________________________________


Partner Name:

Address:_________________________
________________________________
________________________________


Partner Name:

Address:_________________________
________________________________
________________________________


Partner Name:

Address:_________________________
________________________________
________________________________

Any Partner may change his/her address from time to time by providing notice as set forth above.

23.  Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________________.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.



PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)



PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)


PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)



PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)


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