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Long Form Partnership Agreement Synopsis

The following is a synopsis of the Terms of the Long Form Partnership Agreement. Where indicated as OPTION:, the Partnership Agreement will include the terms and provisions chosen by You. If not shown as an option, the Partnership Agreement will include full text language of the abbreviated provisions shown below.
PARTNERSHIP AGREEMENT
OF
[YOUR CHOSEN NAME]
Heading and Introduction
OPTION: Names of all Partners. (To include up to six (6) partners.)

ARTICLE I - NATURE OF PARTNERSHIP:
1.01 - Partnership Statement
1.02 - OPTION: PARTNERSHIP BUSINESS. Description of Partnership Business
1.03 - OPTION: NAME. Name of Partnership
1.04 - OPTION: TERM. Term of Partnership Existence, with choices for a term of years, "until terminated by partners", or "the main asset of Partnership has been sold".
1.05 - FICTITIOUS NAME. Fictitious Business Name Statement Filing
1.06 - OPTION: PRINCIPAL PLACE OF BUSINESS. Description of Principal Place of Business

ARTICLE II - FINANCIAL MATTERS
2.01- OPTION: CAPITAL CONTRIBUTION. Initial Capital Contribution of Partners.
Options allow for cash, services rendered, other assets, or a description specified by the User.)
2.02 - OPTION: PARTNER LOANS. Option allows for cash loans to be made by any Partner, and provides for a choice of interest rates on any Partner loans.
2.03 - OPTION: CALLS FOR ADDITIONAL CAPITAL. If this option is chosen, the Partnership may require additional capital contributions from the Partners by majority vote, but not to exceed (OPTION OF) XXXX dollars per Partner, or XXXX percent (20%, 50%, 75%, or whatever) of any Partners' initial capital contribution.
2.04 - VOLUNTARY ADDITIONAL CAPITAL. No additional voluntary capital contributions are allowed without unanimous partners' consent.
2.05 - INTEREST. No interest will be paid on Capital Contributions.
2.06 - ADDITIONAL LOANS TO PARTNERSHIP. No additional loans may be made by any Partner to the Partnership unless agreed on by the Partners.
2.07 - CAPITAL WITHDRAWAL. No Partner may withdraw Capital without all Partners' consent.
2.08 - BOOKS AND ACCOUNTS. Complete and accurate books and accounts must be maintained.
2.09 - INSPECTION OF BOOKS. All Partners have right to inspect books.
2.10 - METHOD OF ACCOUNTING. Records and books are to be maintained on a cash basis.
2.11 - FISCAL YEAR. Calendar year is a fiscal year.
2.12 - ANNUAL REPORT TO PARTNERS. Full annual report to be given to Partners after end of fiscal year.
2.13 - DETERMINATION OF PROFIT AND LOSS. Timing of determination of Profits and Losses.
2.14 - OPTION: DIVISION OF PROFIT AND LOSS. Division of Profits and Losses listed for each Partner. (In terms of xx percent of total out of 100 percent.)
2.15 - DISTRIBUTION TO PARTNERS. Partners may draw against Partnership profits as mutually agreed upon.
2.16 - CAPITAL ACCOUNTS. Individual Capital Accounts must be maintained for each Partner.
2.17 - INCOME ACCOUNTS. Creation of Partner's Income Accounts, and Partner's right to draw against same with affirmative vote of majority of Partners.

ARTICLE III - RIGHTS AND DUTIES OF PARTNERS
3.01 - OPTION: MANAGEMENT - Either all Partners, or one or more named Partners, shall be the "Managing Partner", for the day to day management. Other matters shall be decided as per the Partners' voting % per section 2.14.
3.02 - OPTION: ACTS REQUIRING SUPER-MAJORITY CONSENT. If chosen, this Option requires the consent of more than 50% of the Partners (percentage can be anything over 50% or unanimous) for either one or all of the following:
- Borrow Money for Partnership;
- Release a Partnership Claim; OR
- Selling or leasing real property other than in ordinary course of partnership business.
3.03 - HANDLING FUNDS. All funds to be in bank account. Managing Partner may withdraw, subject to limitation per account agreement (2 signatures, etc.)
3.04 - REIMBURSEMENT. Partners shall be reimbursed for out of pocket partnership expenses.
3.05 - PERSONAL DEBTS. Partners to pay personal debts, and to protect Partnership from personal obligations.
3.06 - OPTION: OUTSIDE ACTIVITIES. One of the following:
- All Partners shall devote full time to Partnership, OR
- No Partners have to devote full time, OR
- Only certain named Partners shall devote full time.

ARTICLE IV - CHANGES IN MEMBERSHIP
4.01 - ADMITTING NEW PARTNERS. No new Partners, except with vote of all existing Partners.
4.02 - OPTION: TRANSFER OF INTEREST ON DEATH. You can chose the following options:
- No required purchase by remaining Partners - Deceased Partner's interest passes to heirs. OR
- Required Purchase by Remaining Partners.
- If Required Purchase, Purchase Price to be determined by agreement or arbitration.
- If Required Purchase, choice of payment plan (choice of downpayment, term of note, interest on note).
4.03 - DISSOLUTION. Partnership activities to be confined to winding up Partnership affairs.
4.04 - REMOVAL OF PARTNER. Partner may be removed if found guilty of improper conduct, moral turpitude, etc.
4.05 OPTION: RIGHT OF FIRST REFUSAL. Non selling Partners have, or do not have, right to purchase selling Partner's interest on same terms as in proposed sale to outsider.

ARTICLE V - MISCELLANEOUS
5.01 - NOTICE. Standard Notice Clause re. delivery of notice.
5.02 - SUCCESSORS. Standard successors in interest clause, that all benefits of contract inure to heirs and successors of Partners.
5.03 - SEVERABILITY. Standard severability clause, that if any provision is not enforceable, the remaining shall remain in full force and effect.
5.04 - OPTION: GOVERNING LAW. Clause stating the Agreement will be construed under the laws [Your] State.
5.05 - AMENDMENTS. Standard clause stating amendments must be in writing.
5.06 - INDEMNIFICATION. Standard clause that each Partner shall hold the Partnership and other Partners harmless from liability incurred by that Partner.
5.07 - COUNTERPARTS. Standard clause allowing for signatures on separate signature pages to be effective as if it were one original.
5.08 - ENTIRE AGREEMENT. Standard "parol evidence" clause, stating that there are no agreements between the Partners other than this Agreement.
5.09 - OPTION: ATTORNEY'S FEES. The Parties can chose whether to insert an attorney's fee clause, stating that if there is a lawsuit concerning this Agreement, the losing party will pay the winning party's attorney's fees.

SIGNATURE LINES FOR ALL PARTNERS.
[end of synopsis]
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