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General Partnership Contract Template for United States

A General Partnership Contract is a comprehensive legal document governed by U.S. federal and state partnership laws, particularly the Uniform Partnership Act (UPA) or Revised Uniform Partnership Act (RUPA). This agreement establishes the formal relationship between two or more partners who agree to operate a business together and share in its profits and losses. The document outlines crucial elements including capital contributions, profit-sharing arrangements, management responsibilities, decision-making processes, and procedures for handling various business scenarios such as partner withdrawal or partnership dissolution.

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What is a General Partnership Contract?

A General Partnership Contract is essential when two or more individuals or entities decide to conduct business together as co-owners in the United States. This fundamental business document operates under both federal regulations and state-specific partnership laws, with most states following some version of the Uniform Partnership Act. The contract serves to formalize the partnership arrangement, establish clear operational guidelines, and prevent future disputes by explicitly stating each partner's rights, responsibilities, and obligations. It includes critical information about capital contributions, profit and loss sharing, management structure, decision-making processes, and dissolution procedures. This document is particularly important because, unlike corporations or LLCs, general partnerships can be formed through verbal agreements or conduct, making a written contract crucial for clarity and legal protection.

What sections should be included in a General Partnership Contract?

1. Parties: Identification and details of all partners entering into the partnership agreement

2. Background: Context of the partnership formation and the partners' intention to operate the business together

3. Definitions: Key terms used throughout the agreement and their specific meanings

4. Partnership Formation: Official establishment of the partnership, including business name, purpose, and principal place of business

5. Capital Contributions: Initial and ongoing capital contributions from each partner, including valuation of non-cash contributions

6. Profit and Loss Allocation: How profits and losses will be distributed among partners

7. Management and Voting: Decision-making processes, voting rights, and management responsibilities

8. Banking and Financial Records: Management of partnership finances, accounting practices, and record-keeping requirements

9. Partner Rights and Duties: Fundamental rights and obligations of all partners

10. Transfer of Partnership Interest: Rules regarding the sale or transfer of partnership interests

11. Withdrawal and Dissolution: Procedures for partner withdrawal and partnership dissolution

12. Dispute Resolution: Process for resolving conflicts between partners

13. General Provisions: Standard legal provisions including governing law, amendments, and notices

What sections are optional to include in a General Partnership Contract?

1. Non-Competition and Non-Solicitation: Restrictions on partners competing with the partnership or soliciting employees/clients, used when intellectual property or client relationships are crucial

2. Intellectual Property Rights: Ownership and management of IP created during the partnership, important for technology or creative businesses

3. Insurance Requirements: Specific insurance policies partners must maintain, relevant for high-risk businesses

4. Partnership Representative: Designation of a partner to handle tax matters, important for larger partnerships

5. Buy-Sell Provisions: Detailed procedures for buying out partners in specific circumstances, useful for larger or complex partnerships

6. Employment of Partners: Terms for partners working in the business, relevant when partners take active operational roles

7. International Operations: Provisions for international business activities, necessary for partnerships operating across borders

What schedules should be included in a General Partnership Contract?

1. Schedule A - Capital Contributions: Detailed list of initial capital contributions from each partner

2. Schedule B - Profit Sharing Ratios: Specific percentages or formulas for profit and loss allocation

3. Schedule C - Partner Contact Information: Complete contact details and addresses for all partners

4. Schedule D - Business Plan: Initial business plan and strategic objectives

5. Schedule E - Asset Register: List of partnership assets and their agreed values

6. Appendix 1 - Management Procedures: Detailed operational procedures and management protocols

7. Appendix 2 - Banking Resolutions: Banking arrangements and authorized signatories

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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