GENERAL PARTNERSHIP AGREEMENT Notice This template is general information from BusinessEntityLookup.org. It is not legal or tax advice, and it is not written for any one state. Rules differ by state and by business. Read it, change it to fit your business, and ask a lawyer to check it before you rely on it. Replace every item in [square brackets]. Delete any clause that does not fit. All partners sign and date the last page. Each partner keeps a signed copy. 1. The partnership This Partnership Agreement is made on [date] between the people named in Schedule A (the Partners). The Partners agree to run a business together as a general partnership called [Partnership name] (the Partnership) in [State]. The Partnership's main place of business is [address]. If the Partnership uses a name that is not the Partners' own names, the Partners will make any assumed name or trade name filing that state or county law requires. 2. Business and term The Partnership will carry on [describe the business]. The Partnership starts on [start date] and continues until the Partners end it under section 15. 3. Contributions Each Partner's starting contribution, in money, property or work, is listed in Schedule A. Property that a Partner contributes becomes Partnership property unless Schedule A says it is only lent for use. A Partner does not have to add more money unless all Partners agree. A Partner who lends money to the Partnership with the others' approval is a creditor for that amount and not a contributor. 4. Profits and losses Profits and losses are shared in the percentages in Schedule A. If Schedule A is silent, they are shared equally. The Partnership keeps its accounts on the [cash / accrual] basis and its tax year is the [calendar year]. 5. Money taken out Partners may take [a monthly draw of $[amount] / distributions when the Partners agree]. A draw is an advance against that Partner's share of profit. The Partnership keeps a reasonable cash reserve for its bills before it makes distributions. 6. Management and decisions Each Partner may take part in managing the Partnership. Day-to-day decisions inside the ordinary business may be made by any one Partner. These decisions need the agreement of [all / a majority in interest of] the Partners: borrowing above $[amount], signing a lease longer than [number] months, buying or selling major assets, admitting a new Partner, starting a new line of business, filing for bankruptcy, and changing this agreement. 7. Duties of the Partners Each Partner will work [full time / the hours stated in Schedule A] for the Partnership and act honestly and in good faith toward the other Partners. A Partner will not take for personal use an opportunity that belongs to the Partnership, and will tell the other Partners about any interest the Partner has in a deal with the Partnership. 8. Liability The Partners understand that, in most states, partners in a general partnership are personally responsible for the Partnership's debts and for what the other Partners do in the ordinary course of the business. This agreement does not limit that responsibility toward outsiders. Between the Partners, each Partner will share a loss in the proportion stated in section 4. A Partner who acts outside the authority in this agreement will repay the Partnership for the harm that causes. 9. Books and bank account The Partnership keeps its own bank account in the Partnership's name and its own written books at its main place of business. Every Partner may look at the books at any reasonable time. The Partnership gives each Partner a yearly statement of that Partner's share of profit and loss in time for tax filing. 10. Taxes The Partners intend the Partnership to be taxed as a partnership for federal income tax. The Partnership will get its own federal tax ID number. [Partner name] will prepare or arrange the Partnership's tax filings and give copies to every Partner. 11. Insurance The Partnership will carry the insurance the Partners agree is needed for the business, and will name the Partnership as the insured. 12. Selling or leaving A Partner may not sell, give away or pledge a share of the Partnership without the written consent of the other Partners. A Partner who wants to leave gives the others [number] days' written notice. The other Partners may buy the leaving Partner's share at the price set under Schedule A, or at a price set by [method]. 13. Death or disability If a Partner dies or cannot work for [number] months, the remaining Partners may buy that Partner's share at the price set under Schedule A. Until the buyout is paid, the Partner's estate or representative receives that Partner's share of profit but does not manage the Partnership. 14. Disagreements If the Partners cannot agree on an important matter after [number] days, they will first try mediation with a person all of them accept, and share the cost equally. If that fails, any Partner may ask to end the Partnership under section 15. 15. Ending the Partnership The Partnership ends if all Partners agree, if only one Partner is left, or if the law requires it. The Partners then stop taking new work, pay the Partnership's debts, repay loans from Partners, return contributions and share what is left by percentage interest. The Partnership files any end-of-business papers that state or county law requires. 16. General terms The law of [State] governs this agreement. Changes must be in writing and signed by all Partners. If a court finds one clause unenforceable, the rest stays in force. This is the whole agreement among the Partners about the Partnership. Schedule A: Partners Partner name | Address | Starting contribution | Profit and loss % | Hours or duties [Name] | [Address] | [Amount or description] | [%] | [Role] [Name] | [Address] | [Amount or description] | [%] | [Role] Buyout price method: [fixed price reviewed each year / independent valuation / formula] Signatures Partner: ______________________ Name: [Name] Date: ____________ Partner: ______________________ Name: [Name] Date: ____________