Hi sqa360 and thank you for the question.
There are several different formats for partnership agreements in
small organizations, however the one below seemed to be most suited
for your needs. You should however ask a lawyer/attorney/solicitor to
give professional advice on the document before anyone signs it.
" PARTNERSHIP AGREEMENT
This PARTNERSHIP AGREEMENT is made on ____________, 19__ between
______________________ and ________________ of ____________.
1. NAME AND BUSINESS. The parties hereby form a partnership under the
name of ___________________ to conduct a _______________________. The
principal office of the business shall be in _____________________.
2. TERM. The partnership shall begin on ___________, 19__, and shall
continue until terminated as herein provided.
3. CAPITAL. The capital of the partnership shall be contributed in
cash by the partners as follows: A separate capital account shall be
maintained for each partner. Neither partner shall withdraw any part
of his capital account. Upon the demand of either partner, the capital
accounts of the partners shall be maintained at all times in the
proportions in which the partners share in the profits and losses of
the partnership.
4. PROFIT AND LOSS. The net profits of the partnership shall be
divided equally between the partners and the net losses shall be borne
equally by them. A separate income account shall be maintained for
each partner. Partnership profits and losses shall be charged or
credited to the separate income account of each partner. If a partner
has no credit balance in his income account, losses shall be charged
to his capital account.
5. SALARIES AND DRAWINGS. Neither partner shall receive any salary for
services rendered to the partnership. Each partner may, from time to
time, withdraw the credit balance in his income account.
6. INTEREST. No interest shall be paid on the initial contributions to
the capital of the partnership or on any subsequent contributions of
capital.
7. MANAGEMENT DUTIES AND RESTRICTIONS. The partners shall have equal
rights in the management of the partnership business, and each partner
shall devote his entire time to the conduct of the business. Without
the consent of the other partner neither partner shall on behalf of
the partnership borrow or lend money, or make, deliver, or accept any
commercial paper, or execute any mortgage, security agreement, bond,
or lease, or purchase or contract to purchase, or sell or contract to
sell any property for or of the partnership other than the type of
property bought and sold in the regular course of its business.
8. BANKING. All funds of the partnership shall be deposited in its
name in such checking account or accounts as shall be designated by
the partners. All withdrawals therefrom are to be made upon checks
signed by either partner.
9. BOOKS. The partnership books shall be maintained at the principal
office of the partnership, and each partner shall at all times have
access thereto. The books shall be kept on a fiscal year basis,
commencing ______ and ending _______, and shall be closed and balanced
at the end of each fiscal year. An audit shall be made as of the
closing date.
10. VOLUNTARY TERMINATION. The partnership may be dissolved at any
time by agreement of the partners, in which event the partners shall
proceed with reasonable promptness to liquidate the business of the
partnership. The partnership name shall be sold with the other assets
of the business. The assets of the partnership business shall be used
and distributed in the following order: (a) to pay or provide for the
payment of all partnership liabilities and liquidating expenses and
obligations; (b) to equalize the income accounts of the partners; (c)
to discharge the balance of the income accounts of the partners; (d)
to equalize the capital accounts of the partners; and (e) to discharge
the balance of the capital accounts of the partners.
11. DEATH. Upon the death of either partner, the surviving partner
shall have the right either to purchase the interest of the decedent
in the partnership or to terminate and liquidate the partnership
business. If the surviving partner elects to purchase the decedent's
interest, he shall serve notice in writing of such election, within
three months after the death of the decedent, upon the executor or
administrator of the decedent, or, if at the time of such election no
legal representative has been appointed, upon any one of the known
legal heirs of the decedent at the last-known address of such heir.
(a) If the surviving partner elects to purchase the interest of the
decedent in the partnership, the purchase price shall be equal to the
decedent's capital account as at the date of his death plus the
decedent's income account as at the end of the prior fiscal year,
increased by his share of partnership profits or decreased by his
share of partnership losses for the period from the beginning of the
fiscal year in which his death occurred until the end of the calendar
month in which his death occurred, and decreased by withdrawals
charged to his income account during such period. No allowance shall
be made for goodwill, trade name, patents, or other intangible assets,
except as those assets have been reflected on the partnership books
immediately prior to the decedent's death; but the survivor shall
nevertheless be entitled to use the trade name of the partnership. (b)
Except as herein otherwise stated, the procedure as to liquidation and
distribution of the assets of the partnership business shall be the
same as stated in paragraph 10 with reference to voluntary
termination.
12. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach hereof, shall be settled by
arbitration in accordance with the rules, then obtaining, of the
American Arbitration Association, and judgment upon the award rendered
may be entered in any court having jurisdiction thereof. In witness
whereof the parties have signed this Agreement.
Executed this ______________ day of _________________, 19_____ in
[CITY], [STATE]. "
http://www.ilrg.com/forms/partnership-agreement.html
There are many different forms of partnership agreements by clicking
on the link below:
://www.google.com/search?q=allinurl:++%22Partnership+Agreement%22&hl=pt&lr=&ie=UTF-8&as_qdr=all&start=0&sa=N
Good luck with your venture! and if you need any clarification
regarding my answer, do not hesitate to ask for a clarification.
Best regards
THX1138
Search strategy included:
Partnership Agreements online
://www.google.com/search?hl=pt&ie=ISO-8859-1&as_qdr=all&q=Partnership+Agreements+online&btnG=Pesquisa+Google&lr= |
