This is an agreement that establishes a general partnership between two or more
owners of a particular business. A general partnership allows the partners to actively
participate in the partnership’s management activities, but will also expose the general
partners to personal liability for the debts of the partnership. Additionally, a general
partnership provides excellent tax benefits to its members. This agreement outlines the
capital contributions, purposes and terms, accounting, termination, dissolution and
winding up of the partnership. This document should be used by two or more owners of
a business that want to establish a general partnership.
AGREEMENT OF GENERAL PARTNERSHIP OF
_____________________ [PARTNERSHIP NAME]
This Agreement of General Partnership (hereinafter, the “Agreement”) is made and
entered into as of the ________ day of ___________, 201____ by and among those persons
executing the signature page hereof as Partners (hereinafter, collectively referred to as “Partners”
and individually as “Partner”).
ARTICLE I
FORMATION
I.1 Formation. The Partners do hereby form a general partnership pursuant to the
provisions of the _________________ Code (the “Partnership”). {Instruction: Provide the
name of the relevant state's codes}
ARTICLE II
NAME AND OFFICE
II.1 Name. The name of the Partnership shall be _________________ [PROVIDE
NAME OF THE PARTNERSHIP].
II.2 Fictitious Name Certificates. The Partnership shall file such certificates of
fictitious name as shall be required by law.
II.3 Principal Office. The principal office of the Partnership shall be at
_______________________ [ADDRESS], or at such other place as shall be designated by the
Partners from time to time. The books of the Partnership shall be maintained at such principal
place of business or such other place that the Partners shall deem appropriate.
ARTICLE III
PURPOSES AND TERMS
III.1 Purposes. The purposes of the Partnership are as follows:
(a) ________ {Instruction: Describe nature of the partnership and what
activities and goals it has. Add additional lines (and renumber "b" and "c," below, if more
lines are added) if needed.}
(b) To distribute to the Partners cash generated from Partnership operations as
provided herein; and
(c) To do all other things necessary or desirable in connection with the
foregoing, or otherwise contemplated in this Agreement.
III.2 Partnership Powers. In furtherance of the purposes of the Partnership as set forth
in Section III.1 above, the Partnership shall have the power to do any and all things whatsoever
necessary, appropriate or advisable in connection with such purposes, or as otherwise
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contemplated in this Agreement, including the power to retain agents on behalf of the
Partnership.
III.3 Term. The term of the Partnership shall commence as of the date hereof and shall
continue until dissolved in accordance with the terms of this Agreement.
III.4 Interests Not Securities. The Partners acknowledge that it is their intention (a) to
be actively involved in the management and operation of the business of the Partnership, and (b)
that their respective interests in the Partnership not be “securities” as such term is defined under
any federal or state securities law.
III.5 Liability of Partners. All Partners acknowledge that their participation in the
Partnership may subject them to joint and several liability for Partnership debts; the Partners
agree that as among themselves the liability of each Partner shall be in proportion to his or her
ownership interest in the Partnership.
ARTICLE IV
CAPITAL
IV.1 Initial Capital Contribution of the Partners. The interests of the Partners have
been divided into ______ [NUMBER OF UNITS] units (hereinafter the “Units”). On or before
___________________, 201_____, each of the Partners shall contribute to the capital of the
Partnership $ _________ [PRICE PER UNIT] for each Unit acquired. The number of units
purchased by each Partner will be set forth in Exhibit “A” below.
IV.2 Additional Capital Contributions of the Partners. Each Partner shall make such
additional capital contributions as may be required by a vote of the Partnership.
IV.3 Withdrawal of Capital. No Partners shall be entitled to withdraw any part of their
capital contributions to the Partnership, or receive any distributions from the Partnership, except
as provided in Articles IX and XI hereof. No Partner shall be entitled to demand or receive any
property from the Partnership other than cash, except as otherwise expressly provided for herein.
IV.4 Interest on Capital Contributions. No Partner shall be entitled to interest on any
capital contributions made to the Partnership, nor any other compensation other than as provided
for in this Agreement.
IV.5 Capital Account. There shall be established on the books of the Partnership a
capital account for each Partner (hereinafter, “Cap