BUSINESS PARTNERSHIP AGREEMENT
This Partnership Agreement ("Agreement") is entered into on [Date] by and between the following partners:
PARTNERS
Partner 1: [Full Name], residing at [Address]
Partner 2: [Full Name], residing at [Address]
[Add additional partners as needed]
(Collectively referred to as the "Partners")
ARTICLE 1: PARTNERSHIP FORMATION
1.1 Partnership Name: The partnership shall operate under the name [Partnership Name].
1.2 Business Purpose: The partnership is formed for the purpose of [Description of business activity].
1.3 Principal Place of Business: [Business Address]
1.4 Term: The partnership shall commence on [Start Date] and shall continue [until dissolved by mutual agreement / for a period of [X] years].
ARTICLE 2: CAPITAL CONTRIBUTIONS
2.1 Initial Contributions: Each Partner shall contribute the following to the partnership:
Partner 1: [Currency] [Amount] in [cash / property / services]
Partner 2: [Currency] [Amount] in [cash / property / services]
2.2 Additional Contributions: Additional capital contributions may be required with the consent of [all partners / majority of partners].
2.3 Capital Accounts: A separate capital account shall be maintained for each Partner reflecting contributions, share of profits/losses, and distributions.
ARTICLE 3: OWNERSHIP AND PROFIT SHARING
3.1 Ownership Percentages:
Partner 1: [XX]%
Partner 2: [XX]%
3.2 Profit and Loss Allocation: Profits and losses shall be allocated [equally / according to ownership percentages / as follows: ___].
3.3 Distributions: Distributions shall be made [quarterly / annually / as agreed] after setting aside reserves for business needs.
ARTICLE 4: MANAGEMENT AND DUTIES
4.1 Management: [All partners shall have equal management authority / Partner [Name] shall serve as managing partner].
4.2 Partner Duties:
Partner 1: [Specific responsibilities]
Partner 2: [Specific responsibilities]
4.3 Decision-Making:
a) Routine operational decisions may be made by any partner
b) Major decisions require [unanimous / majority] consent, including:
- Admitting new partners
- Amending this Agreement
- Selling partnership assets
- Borrowing over [$ Amount]
- Dissolving the partnership
4.4 Meetings: Partners shall meet [monthly / quarterly / as needed] to discuss partnership affairs.
ARTICLE 5: PARTNER COMPENSATION
5.1 Salaries: [Partners shall not receive salaries / Partners shall receive the following salaries: ___]
5.2 Draws: Partners may take draws against anticipated profits not exceeding [$ Amount per month/quarter].
5.3 Expenses: The partnership shall reimburse Partners for reasonable business expenses with proper documentation.
ARTICLE 6: BOOKS AND RECORDS
6.1 Accurate books and records shall be maintained at the principal place of business.
6.2 All Partners shall have access to books and records during regular business hours.
6.3 The partnership's fiscal year shall be [calendar year / other].
6.4 Annual financial statements shall be prepared by [accountant name or "a qualified accountant"].
ARTICLE 7: ADMISSION OF NEW PARTNERS
7.1 New partners may be admitted only with the [unanimous / majority] consent of existing partners.
7.2 New partners must contribute capital as agreed and sign an amendment to this Agreement.
ARTICLE 8: WITHDRAWAL AND BUYOUT
8.1 Voluntary Withdrawal: A partner may withdraw by providing [90 days'] written notice to all other partners.
8.2 Involuntary Withdrawal: A partner's interest shall be bought out upon:
a) Death or incapacity
b) Bankruptcy
c) Material breach of this Agreement
d) Expulsion by unanimous vote of other partners
8.3 Buyout Price: The withdrawing partner's interest shall be valued at [fair market value / book value / [X] times average annual profits] determined by independent appraisal.
8.4 Payment Terms: Payment shall be made [in lump sum / in installments over [X] months/years].
ARTICLE 9: DISSOLUTION
9.1 Events of Dissolution: The partnership shall dissolve upon:
a) Expiration of the partnership term
b) Unanimous agreement of all partners
c) Bankruptcy of the partnership
d) Any event making it unlawful to continue
9.2 Winding Up: Upon dissolution, the partnership shall:
a) Cease new business activities
b) Collect assets and pay debts
c) Distribute remaining assets to partners according to capital account balances
ARTICLE 10: DISPUTE RESOLUTION
10.1 Disputes shall first be addressed through good faith negotiation between partners.
10.2 If unresolved, disputes shall be submitted to [mediation / binding arbitration] in accordance with the rules of [Arbitration Organization].
ARTICLE 11: GENERAL PROVISIONS
11.1 Governing Law: This Agreement shall be governed by the laws of [State/Province/Country].
11.2 Amendments: This Agreement may be amended only by written consent of all partners.
11.3 Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior understandings.
11.4 Severability: If any provision is invalid, the remaining provisions shall continue in effect.
IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first written above.
PARTNER 1:
Signature: _________________________________
Name: [Partner 1 Name]
Date: _____/_____/_________
PARTNER 2:
Signature: _________________________________
Name: [Partner 2 Name]
Date: _____/_____/_________