LEGALDOCS - Long Form Partnership Agreement
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This is an example of a completed Long Form Partnership Agreement.
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which areas, minimally, should be covered, and will let you see if the subject
matters important to you are covered in the Long Form Partnership Agreement
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This form allows you to prepare a Partnership Agreement between up to six persons. If there are less than six partners, skip the blanks that do not apply. If you have more than six partners, we suggest you obtain counsel to draft an agreement specific to your situation.
INFORMATION REGARDING THE PARTIES, ADDRESS AND TERM
Enter the following information about the persons entering into the Partnership Agreement.
The full name of each partner is:
The Partnership's main place of doing business is:
Enter the name of the Partnership:
Enter the general type of business the Partnership will be doing. (don't capitalize, and don't use a period at the end of the sentence)
FINISH THIS SENTENCE: The Partnership is engaged in the business of
(For example:"operating a restaurant located at..."(OR) "providing accounting services" (OR)"owning and operating commercial properties" (OR)"refurbishing and selling cars")
Enter the date the partnership first started to, or is expected to start doing business:
Choose the date the partnership will or is expected to end. The Partnership shall continue until:
INFORMATION REGARDING PARTNERS' CAPITAL CONTRIBUTIONS, LOANS AND OWNERSHIP INTERESTSCapital Contribution of Each Partner.
Enter the Capital Contribution of each Partner, if any.
Loans of any Partner to the Partnership.
Enter the dollar amount of any loans any Partner makes to the Partnership. (Make sure that the first partner in this section is the same as the first partner named above, that the second partner is the same as the second partner named above, etcetera).
Interest on Loans. Shall interest be paid on any loans made above?
Yes, interest will be paid on any loan shown above at the rate of per annum.
No, the loans shown above will not accrue interest.
Division of Profits and Losses Enter each Partners' share in the division of profits and losses. (Make sure that the first partner in this section is the same as the first partner named above, that the second partner is the same as the second partner named above, etcetera).
OTHER FINANCIAL AND MANAGERIAL MATTERSThe following sections allow the Partnership agreement to specify certain conditions and obligations of the Partners.
Additional Capital Contributions. In the event the Partnership requires a later infusion of money to run the business, are the Partners required to contribute additional capital?
Devoting full time and effort to Partnership Affairs: Depending on the nature of the Partnership, the Partners can decide if all, some or none of the Partners have to devote full time and effort for the Partnership. Choose one of the following:
Naming the Managing Partner All partnerships should name at least one Partner as managing partner. Usually, the Partner(s) devoting their full time and effort are the day to day managing partners, and exercise day to day management control. Day to day affairs means those decisions encountered in the Partnership's ordinary business activities, as opposed to leasing a store front or buying a building.
Those Partners not named as managing partners still retain their voting interest over long-term and strategic decisions in same proportion as their profit and loss distribution.
The Managing Partner or Partners of the Partnership are:
All Partners equally.
The following Partner or Partners:
Consent of the Partners to Certain Acts. Certain decisions are considered so important that some partnerships require super-majority (more than 50%) consent to make these decisions. For example, since all Partners are liable on Partnership debts, some agreements require unanimous consent to borrow money in the Partnership name. Choose the level of consent you require to do all of the following:
(i) Borrow money in the Partnership name;
(ii) Releasing any claim the Partnership has against another, except for payment in full: and
(iii) Selling or leasing property except in the ordinary course of business:
To take any action as shown above, we require:
Unanimous consent of all Partners.
Consent of percent or more of the Partners.
RIGHT OF FIRST REFUSALIn most partnership agreements, if a partner wants to sell his or her interest, the other partners usually are given a chance to buy the selling partner's interest for the same price and terms as the selling partner would sell to an outside person (a right of first refusal). This gives the remaining partners the chance to keep control of the partnership if they can meet the selling price.
DEATH OF A PARTNERWhen Partners start a business, they want to conduct a business with themselves, and normally not with any Partner's spouse or children. Thus, partnership agreements often have provisions for a mandatory sale of a Partner's interest, plus a valuation formula to give a value to such interest, should a Partner die. This (i) assures the remaining Partner or Partners that they will own the business, and (ii) assures the deceased Partner his or her share will be liquidated for benefit of his or her family.
Upon the death of any Partner, the deceased Partner's share:
shall PASS TO THE HEIRS of the deceased Partner. (no mandatory purchase)
MUST BE PURCHASED by, and sold to, the Partnership.
If you chose MUST BE PURCHASED, complete the next set of questions
ATTORNEY'S FEESA clause for attorney's fees is normally included in legal documents of this type. This means that if a lawsuit is filed by any one or more partners, the prevailing party in that lawsuit will be entitled to reasonable attorney's fees in addition to their actual court-awarded damages.
This completes the information input for your Long Form Partnership Agreement. When you Send this Form, this program will prepare a Summary of the Long Form Partnership Agreement for your review. Make sure that all facts stated in the Summary are correct in all respects.
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