PARTNERSHIP AGREEMENT
(NAME), and (NAME), the below signed hereby enter into this
Partnership Agreement on behalf of themselves, their heirs,
successors and assigns, and set forth following terms and
conditions as constituting the Partnership Agreement in its
entirety:
1. The partnership shall go by the following name: (NAME).
2. The partnership's principle place of business shall be
(DESCRIBE).
3. The first day that the partnership shall begin business is:
(DATE) and it will continue until the partners agree to terminated
it or until forced cease its operations by law.
4. The partnership's operations shall be primarily in the
following field or area: (DESCRIBE)
5. The partnership shall be capitalized as follows: For each $
(AMOUNT) (dollars) each partner shall receive (#) shares with
contribution being made as follows:
Partner A contributes $(AMOUNT). and shall receive (#) shares, the
same being (#)% of the total shares available.
Partner B contributes $(AMOUNT). and shall receive (#)shares, the
same being (#)% of the total shares available.
6. Losses and gains on contributed capital and other property
shall be assigned as follows: (DESCRIBE)
The IRS's general allocation rule shall apply, and gains and
losses shall be allocated according to the % of total capital
contributed by each partner as set out in paragraph #5 above.
7. Profits and losses shall be allocated according to the same
percentage allocation set forth in paragraph 6. above.
8. Salary, if any, for the services rendered shall be determined
by unanimous approval of the partners.
9. Control and management of the partnership shall be spit equally
amongst the partners.
10. Each partner shall maintain both an individual drawing account
and an individual capital account. Into the capital account shall
be placed that partner's initial capitalization and any increases
thereto. The drawing accounts shall be used for withdrawal of
amounts, the size of which is limited to $(AMOUNT) on any one day.
11. Adequate accounting records shall be made and maintained. Any
partner or his/her agent, may review any and all accounting or
other records at anytime.
12. The partners designate the following as the Partnership's
business and checking accounts into which all the funds of the
Partnership shall be placed and maintained: (DESCRIBE)
13. Accounting records and books shall be kept on a (select one)
1. cash basis 2. accrual basis and the fiscal year shall begin on
the (#) day of (MONTH) and shall end (#) day of (MONTH).
14. At the close of the fiscal year there shall be an annual audit
conducted by the following accounting firm: (DESCRIBE)
15. The partnership shall dissolve upon the retirement, death or
incapacity of any partner unless the remaining partner elects the
option of buying out that partner's share. If so elected, the
partnership shall be valued by submission to arbitration with
GAMA, Inc., according to reasonable accounting and valuation
principles, and as set forth in paragraph #17 below. The finding
of the arbitrator as to the value of the partnership shall be
final and binding upon the partners, their heirs, successors, and
assigns. Upon the issuance of this finding, the remaining partner
shall have (TIME) to buy out the previous partner's share. Should
more than one remaining partner desire to buy this share, the
share shall be split evenly between the same.
16. Upon termination or dissolution of the Partnership, the
Partnership will be promptly liquidated, with all debts being paid
first, prior to any distribution of the remaining funds.
Distribution shall be made according to the percentage of
ownership as set out in paragraph #5 above.
17. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
So agreed, this (#) day of (MONTH), 19 .
________________________
(NAME)
________________________
(NAME)
At Munley,
Munley & Cartwright, our goal is to provide exceptional legal services to our
clients. We strive to achieve the highest standard of excellence for the
protection of individual rights through team work and the use of our
considerable resources and experience. For a free consultation regarding
your legal concerns, please submit the below, or call us at:
1-800-318-LAW1
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