General Partnership Agreement for the United States

General Partnership Agreement Template for United States

A General Partnership Agreement is a foundational legal document used in the United States to establish and govern the relationship between two or more partners in a business venture. This agreement, regulated by state partnership laws and the Uniform Partnership Act, outlines the rights, responsibilities, and obligations of all partners, including profit sharing, management duties, capital contributions, and dissolution procedures. It serves as the primary governing document for the partnership's operations and helps prevent future disputes by clearly defining all aspects of the business relationship.

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What is a General Partnership Agreement?

A General Partnership Agreement is essential when two or more parties wish to form a business partnership in the United States. This document is particularly crucial as general partnerships expose partners to joint and several liability for the partnership's obligations. The agreement, governed by state laws and the Uniform Partnership Act, should be created at the formation of any partnership to establish clear guidelines for operations, profit sharing, decision-making processes, and dispute resolution. It helps prevent misunderstandings and provides a framework for addressing various business scenarios, from routine operations to partner departures or dissolution. Given the significant legal and financial implications of general partnerships, this agreement should be carefully drafted with professional legal guidance to ensure all partners' interests are protected and regulatory requirements are met.

What sections should be included in a General Partnership Agreement?

1. Parties: Identification and details of all partners

2. Background: Context and purpose of forming the partnership

3. Definitions: Key terms used throughout the agreement

4. Partnership Name and Purpose: Official name and business objectives

5. Capital Contributions: Initial and ongoing financial/asset contributions

6. Profit and Loss Sharing: Distribution of profits and allocation of losses

7. Management Rights and Duties: Partner responsibilities and decision-making processes

8. Banking and Books of Account: Financial management and record-keeping requirements

9. Dissolution and Termination: Process for ending the partnership

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

1. Non-Competition: Restrictions on competing activities - used when partners may have competing interests

2. Intellectual Property Rights: Ownership and use of IP - included when IP is significant to the business

3. Insurance Requirements: Required insurance coverage - recommended for high-risk businesses

4. Admission of New Partners: Process for adding partners - included when future expansion is anticipated

What schedules should be included in a General Partnership Agreement?

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

2. Schedule B - Profit Sharing Ratios: Specific percentages for profit/loss allocation

3. Schedule C - Partner Contact Information: Detailed contact information for all partners

4. Appendix 1 - Partnership Procedures: Detailed operational procedures and policies

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 | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses
Industries

Uniform Partnership Act (UPA) 1914: Original foundational federal law governing partnerships in the United States, establishing basic partnership principles and regulations

Revised Uniform Partnership Act (RUPA) 1997: Updated version of the UPA, adopted by most states, providing modern framework for partnership governance and operations

State Partnership Laws: State-specific variations and implementations of partnership laws that may differ from or supplement federal partnership acts

Internal Revenue Code: Federal tax regulations governing the taxation of partnerships and partner distributions

Federal Securities Laws: Regulations that may apply if partnership interests are considered securities or if the partnership engages in securities trading

Federal Employment Laws: Labor and employment regulations applicable if the partnership will have employees

State Registration Requirements: State-specific rules for registering and maintaining partnership status

State Licensing Requirements: Industry-specific licensing and permit requirements at the state level

Local Business Regulations: Municipal and local requirements for business operations

Contract Law: General principles of contract formation and enforcement applicable to partnership agreements

Property Law: Legal framework governing ownership and transfer of partnership assets

Tort Law: Laws governing joint and several liability of partners for partnership obligations

Agency Law: Legal principles governing partners' authority to act on behalf of the partnership

Fiduciary Duties: Legal obligations of loyalty, care, and good faith between partners and to the partnership

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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