Partnership Agreement

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Basic Information›Partners & Contributions›Management…

Basic Information12 questions

1. Partnership name

2. Principal place of business address

3. Is the registered office and registered agent address the same as the principal place of business?

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4. What date does this Partnership Agreement take effect?

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5. Which state governs this partnership agreement?

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6. DBA / trade name, if anyoptional

7. Type of partnership

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8. In what additional states or jurisdictions will the partnership register or regularly do business?optional

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9. Primary purpose / business of the partnership

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10. Will the partnership provide regulated professional services?

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11. What is the partnership's fiscal year end?

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12. Is this partnership for a fixed term or ongoing?

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Partners & Contributions8 questions

13. Add each partner with their details, contributions, and ownership

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14. Will the partnership have distinct classes of partners with different authority, economics, or liability?

15. Enter the contribution schedule - when is each contribution due and how will noncash contributions be valued?optional

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16. How should noncash contributions (services, IP, equipment, real property, goodwill) generally be valued and treated for tax purposes?

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17. Are any partnership interests earned through services, and if so, will they be subject to vesting, forfeiture, or repurchase?

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18. May the partnership require additional capital contributions from partners after formation?

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19. May partners make loans to the partnership, and if so, what terms apply?

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20. Must partners restore negative capital accounts or repay deficits upon liquidation?

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Management10 questions

21. How will the partnership be managed?

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22. Will managing partners or committee members receive compensation, management fees, or expense reimbursements for their management services?

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23. Will the partnership adopt an annual operating budget or business plan, and who must approve it?

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24. Should the agreement define specific operational roles and responsibilities for each partner?

25. What meeting and voting procedures apply to partner decisions?

26. What authority may managing partners or managers exercise in the ordinary course without additional partner approval?

27. How much freedom should partners have to engage in outside business activities while the partnership is active?

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28. Which major decisions require supermajority or unanimous approval beyond ordinary management authority?optional

29. How should the agreement handle fiduciary duties and conflicts of interest?

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30. Must partners present business opportunities to the partnership before pursuing them personally?

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Profits6 questions

31. What is the basic economic approach for sharing profits and cash distributions?

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32. How will profits and losses be allocated among partners for tax and book (capital account) purposes?

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33. Who determines what cash reserves the partnership must maintain before making distributions?

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34. When and how may cash distributions be made to partners?

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35. Should the agreement require mandatory tax distributions to help partners pay pass-through tax liabilities?

36. May partners take regular draws, advances, or recurring payments against their profit share?

Restrictions5 questions

37. What restriction, if any, should apply to partners engaging in competing activities during the partnership?

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38. What post-departure restriction, if any, should apply after a partner leaves?

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39. Should departing partners be restricted from recruiting the partnership's employees and contractors?

40. Should departing partners be restricted from soliciting the partnership's clients and prospective clients?

41. Should confidentiality and restrictive-covenant provisions include express carve-outs for legally protected activities?

Exit Provisions11 questions

42. What events trigger a mandatory or optional partner buyout?

43. For each buyout trigger, are there different mechanics - mandatory vs. optional buyout, buyer, valuation discount/premium, or closing timing?optional

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44. How is a departing partner's interest valued?

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45. What valuation adjustments should apply to buyout pricing?optional

46. How should a departing partner's buyout price be paid?

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47. What rights does a dissociated (departed) partner retain between dissociation and the completion of the buyout?optional

48. What rights do a deceased or permanently disabled partner's estate, guardian, or legal representative have?optional

49. What conduct may justify expulsion of a partner, and what process applies?optional

50. How much advance notice must a partner give before voluntary withdrawal?

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51. What must the departing partner deliver at or before buyout closing?optional

52. How will buyouts be funded?optional

Dissolution5 questions

53. What vote is required to voluntarily dissolve the partnership?

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54. Which events should automatically trigger dissolution or require a mandatory dissolution vote?optional

55. What happens if partners reach an impasse and cannot agree on a major decision (deadlock)?

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56. Who controls winding up of partnership affairs after dissolution?

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57. In what order will remaining assets be distributed after dissolution and payment of all partnership debts and reserves?

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Authority & Records7 questions

58. What is the maximum dollar amount a managing partner may commit without additional partner approval?

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59. Will the partnership file a statement of authority, assumed name, LP/LLP certificate, or other document publicly limiting or confirming partner authority?

60. What vote and conditions are required to admit a new partner?

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61. What partnership books and records may partners inspect, and subject to what limitations?

62. Who is authorized to sign checks, initiate wires, and access partnership bank accounts?

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63. Who may open or close accounts, use credit cards, initiate ACH transfers, and access online banking?

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64. Where will the partnership's books, records, and financial statements be maintained?

Risk Management2 questions

65. What insurance coverage must the partnership maintain?

66. Should the partnership indemnify and defend partners and managers for actions taken on its behalf?

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Dispute Resolution4 questions

67. How should disputes be resolved?

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68. Should accounting, valuation, capital-account, or tax disputes be resolved by an independent expert rather than arbitration or court?

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69. Should the agreement include fee-shifting or jury-trial waiver provisions?optional

70. In which county and state should disputes be resolved (venue / seat of arbitration)?

Tax & Accounting12 questions

71. Which accounting method will the partnership use?

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72. How will capital accounts be maintained?

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73. Name the Partnership Representative (required under the BBA centralized audit rules)

74. If the Partnership Representative is an entity, who is the designated individual acting for it?optional

75. If eligible, should the partnership elect out of the centralized partnership audit regime each year?

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76. What notice, consultation, and consent obligations apply to the Partnership Representative?optional

77. Who has authority to make tax elections and accounting-method changes on behalf of the partnership?

78. What financial reports and tax documents must be delivered to partners and by when?

79. May the partnership withhold taxes on partner distributions, pay state taxes on behalf of partners, or make withholding advances?

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80. Are any partners nonresident individuals, non-U.S. persons or entities, tax-exempt organizations, or disregarded entities?

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81. Will any partner receive guaranteed payments for services or for providing capital?optional

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82. Who is responsible for engaging the CPA, coordinating tax filings, and filing Form 1065 and state partnership returns?

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Transfers & Buy-Sell6 questions

83. May a partner voluntarily transfer, pledge, or assign any part of their partnership interest?

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84. Are any transfers permitted without the full approval process?optional

85. What happens when a creditor obtains a charging order or when an interest is subject to divorce, foreclosure, or other involuntary transfer?

86. Should the partnership or remaining partners have a right of first refusal or first offer on proposed voluntary transfers?

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87. Should tag-along, drag-along, co-sale, or sale-of-partnership rights apply?optional

88. Under what conditions does a transferee of a partnership interest become a "substituted partner" with voting and management rights?

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Confidentiality & IP3 questions

89. What categories of confidential information must partners protect during and after the partnership?optional

90. Are any partners contributing or licensing pre-existing IP, client lists, trade names, software, or other assets?

91. Who owns IP, work product, inventions, content, software, branding, and improvements created for the partnership?

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Compliance2 questions

92. Will partnership interests be offered to passive investors or persons not actively participating in management?

93. Is the partnership a domestic U.S. entity, foreign reporting company, or potentially exempt from BOI reporting?

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Miscellaneous7 questions

94. Provide each partner's notice address, email, and attention line for formal partnership noticesoptional

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95. How must formal notices be delivered to be legally effective?optional

96. What vote is required to amend the partnership agreement?

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97. Which obligations should expressly survive a partner's withdrawal, the partnership's dissolution, or the agreement's termination?optional

98. How does this agreement relate to related documents such as contribution agreements, loan documents, employment agreements, and professional-rule requirements?optional

99. Should the package include standard administrative forms for future partnership operations?optional

100. Will this document be signed electronically?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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