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AGREEMENT by and between the Undersigned (Partners) :
1. Name : The name of the partnership is :
2. Partners : The names of the initial partners are :
3. Place of Business : The principal place of business of the partnership is :
4. Nature of Business : The partnership shall generally engage in the following business :
5. Duration : The partnership shall commence business on (date on which the partners will start business) and shall continue until terminated by this agreement or by operation of law.
6. Contribution of Capital : The partners shall contribute capital in proportionate shares as follows :
Partner : Capital : Partnership Shares
7. Allocation of Depreciation or Gain or Loss on Contributed Property. The partnersunderstand that, for income tax purposes, the partnership’s adjusted basis of some of thecontributed property differs from fair market value at which the property was accepted by thepartnership. However, the partners intend that the general allocation rule of the InternalRevenue Code shall apply, and that the depreciation or gain or loss arising with respect to thisproperty shall be allocated proportionately between the partners, as allocated in Paragraph 6above, in determining the taxable income or loss of the partnership and the distributive share ofeach partner, in the same manner as if such property had been purchased by the partnership at acost equal to the adjusted tax basis.
8. Capital Accounts. An individual capital account shall be maintained for each partner.The capital of each partner shall consist of that partner’s original contribution of capital, asdescribed in Paragraph 6, and increased by additional capital contributions and decreased bydistributions in reduction of partnership capital and reduced by his/her share of partnershiplosses, if these losses are charged to the capital accounts.
9. Drawing Accounts. An individual drawing account shall be maintained for each partner.All withdrawals by a partner shall be charged to his drawing account. Withdrawals shall belimited to amounts unanimously agreed to by the partners.
10. Salaries. No partner shall receive any salary for services rendered to the partnershipexcept as specifically and first approved by each of the partners.
11. Loans by Partners. If a majority of partners consent, any partner may lend money to thepartnership at an interest and terms rate agreed in writing, at the time said loan is made.
12. Profits and Losses. Net profits of the partnership shall be divided proportionatelybetween the partners, and the net losses shall be borne proportionately as follows :
Partner : Proportion
13. Management. The partners shall have equal rights and control in the management of thepartnership.
14. Books of Accounts. The partnership shall maintain adequate accounting records. Allbooks, records, and accounts of the partnership shall be open at all times to inspection by allpartners, or their designated representatives.
15. Accounting Basis. The books of account shall be kept on a cash basis.
16. Fiscal Ye a r. The books of account shall be kept on a fiscal year basis, commencingJanuary 1 and ending December 31, and shall be closed and balanced at the end of each year.
17. Annual Audit. The books of account shall be audited as of the close of each fiscal yearby an accountant chosen by the partners.
18. Banking. All funds of the partnership shall be deposited in the name of the partnershipinto such checking or savings accounts as designated by the partners.
19. Death or Incapacity. The death or incapacity of a partner shall cause an immediatedissolution of the partnership.
20. Election of Remaining Partner to Continue Business. In the event of the retirement,death, incapacity, or insanity of a partner, the remaining partners shall have the right to continuethe business of the partnership, either by themselves or in conjunction with any other person orpersons they may select, but they shall pay to the retiring partner, or to the legal representativesof the deceased or incapacitated partner, the value of his or her interest in the partnership.
21. Valuation of Partner’s Interest. The value of the interest of a retiring, incapacitated,deceased, or insane partner shall be the sum of (a) the partner’s capital account, (b) any unpaidloans due the partner, and (c) the partner’s proportionate share of the accrued net profitsremaining undistributed in his drawing account. No value for goodwill shall be included indetermining the value of a partner’s interest, unless specifically agreed in advance by thepartners.
22. Payment of Purchase Price. The value of the partner’s interest shall be paid withoutinterest to the retiring partner, or to the legal representative of the deceased, incapacitated orinsane partner, in 20 monthly installments, commencing on the first dayof the second month after the effective date of the purchase.
23. Termination. In the event that the remaining partner does not elect to purchase theinterest of the retiring, deceased, incapacitated, or insane partner, or in the event the partnersmutually agree to dissolve, the partnership shall terminate and the partners shall proceed withreasonable promptness to liquidate the business of the partnership. The assets of the partnershipshall first be used to pay or provide for all debts of the partnership. Thereafter, all moneyremaining undistributed in the drawing accounts shall be paid to the partners. Then theremaining assets shall be divided proportionately as follows:
Partner : Percentage
24. This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.
Signed this day of (year) :
STATE OF :
COUNTY OF :
On _______________________ before me _________________________ personally appeared ___________________________ personally known to me (or proved to me on the basis ofsatisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument andacknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that byhis/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument.
WITNESS my hand and official seal.
Affiant : Known / Unknown :
ID Produced :
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