ARTICLE I: FORMATION AND BUSINESS NAME
1.1. Business Name: The name of the partnership shall be [Insert Business Name] (“Partnership”).
1.2. Business Purpose: The Partnership shall engage in the business of [Insert Business Purpose] and any other lawful activities as determined by the Partners.
1.3. Principal Place of Business: The principal office of the Partnership shall be located at [Insert Address] or such other location as unanimously agreed upon by the Partners.
ARTICLE II: TERM
2.1. Commencement: This Partnership shall commence on [Insert Date].
2.2. Duration: The Partnership shall continue until terminated in accordance with Article VIII of this Agreement.
ARTICLE III: CAPITAL CONTRIBUTIONS
3.1. Initial Contributions: Each Partner agrees to contribute the following capital to the Partnership:
- [Partner 1’s Name]: $[Amount] or [Description of Property or Services];
- [Partner 2’s Name]: $[Amount] or [Description of Property or Services].
3.2. Additional Contributions: Additional contributions may be required upon unanimous agreement of the Partners.
3.3. No Interest on Capital: No interest shall accrue on capital contributions.
ARTICLE IV: PROFITS, LOSSES, AND DISTRIBUTIONS
4.1. Profit and Loss Sharing: Profits and losses of the Partnership shall be allocated as follows:
- [Partner 1’s Name]: [Percentage, e.g., 50%];
- [Partner 2’s Name]: [Percentage, e.g., 50%].
4.2. Distributions: Distributions of Partnership profits shall be made at such times and in such amounts as unanimously determined by the Partners.
ARTICLE V: MANAGEMENT
5.1. Decision-Making Authority: Each Partner shall have equal rights in the management and conduct of the Partnership’s business. Decisions shall be made by majority vote unless otherwise specified in this Agreement.
5.2. Designated Roles: The following roles are assigned to the Partners:
- [Role, e.g., Managing Partner]: [Partner’s Name];
- [Other Role, e.g., Financial Oversight]: [Partner’s Name].
5.3. Authority of Partners: No Partner shall have the authority to bind the Partnership to any agreement or obligation exceeding $[Insert Amount] without prior consent of the other Partner(s).
ARTICLE VI: RECORDS AND ACCOUNTING
6.1. Books of Account: Accurate and complete books of account shall be maintained at the Partnership’s principal office and shall be accessible to all Partners.
6.2. Fiscal Year: The fiscal year of the Partnership shall end on [Insert Date].
6.3. Accounting Method: The Partnership shall use the [Insert Accounting Method, e.g., cash or accrual basis] for tax and financial reporting purposes.
ARTICLE VII: PARTNER WITHDRAWAL OR ADDITION
7.1. Voluntary Withdrawal: A Partner may withdraw from the Partnership upon [Insert Notice Period, e.g., 60 days] written notice to the other Partner(s).
7.2. Admission of New Partners: New Partners may be admitted upon unanimous written consent of the existing Partners.
ARTICLE VIII: DISSOLUTION AND WINDING UP
8.1. Dissolution Events: The Partnership shall dissolve upon:
- Mutual written agreement of all Partners;
- Withdrawal, death, or incapacity of a Partner, unless the remaining Partners agree to continue the Partnership; or
- Any other event causing dissolution under applicable law.
8.2. Winding Up: Upon dissolution, the Partnership’s assets shall be liquidated, and liabilities shall be paid. Remaining assets shall be distributed to the Partners according to their capital accounts after allocation of profits and losses.
ARTICLE IX: MISCELLANEOUS
9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert Jurisdiction].
9.2. Entire Agreement: This Agreement constitutes the entire understanding of the Partners and supersedes all prior agreements or understandings.
9.3. Amendments: This Agreement may be amended only by a written agreement signed by all Partners.
9.4. Severability: If any provision of this Agreement is deemed invalid, the remaining provisions shall remain in full force and effect.
