General Partnership Agreement

GENERAL PARTNERSHIP AGREEMENT

Partnership name: [EXACT NAME]

Effective date: [DATE]

Governing state: [STATE]

Principal business address: [ADDRESS]

The persons signing below agree to carry on the business described in Section 1 as general partners under the law of the selected state. Each person and the exact ownership, contribution, and contact information are stated in Schedule A. The Partners have reviewed the risk of personal liability under the selected state's law. For example, Delaware's 6 Del. C. § 15-306(a) provides joint and several partner liability for partnership obligations, subject to its stated exceptions. No term here converts this general partnership into a limited liability partnership.

1. Business and term

The Partnership's business is [SPECIFIC ACTIVITIES AND LOCATION]. It begins on [DATE] and continues until dissolved under this Agreement or applicable law. A new line of business, location, or regulated activity requires approval under Section 4. The Partnership will use the trade name [NAME] only after completing any registration or permission actually required for its location and activity. A Partner may not use the Partnership's name or assets for a separate venture without written approval.

2. Contributions, interests, and accounts

Each Partner will contribute the cash, property, or documented services stated in Schedule A by the stated date. A property contribution requires a separate instrument transferring the identified property and addressing liens and third-party consents. An unperformed service commitment is recorded as an obligation; it is not treated as cash received. The Partners' economic percentages in Schedule A total 100%.

The Partnership will maintain a separate ledger of each Partner's contributions, allocations, distributions, loans, and approved reimbursements. The Partners will set tax capital accounts and allocations with their tax adviser under the applicable federal rules; this Agreement does not prescribe a tax-capital calculation. An additional contribution, loan, interest rate, changed percentage, or dilution requires a written amendment signed by every affected Partner. No Partner must advance more than the amount expressly committed here.

3. Profits, losses, distributions, and payments

For internal economic accounts, profits and losses are allocated in the percentages in Schedule A unless an attached signed schedule states a different exact allocation. Cash distributions will use those percentages after approved reserves for debts, taxes, payroll, and working capital. The Partners will decide the amount and payment date by [SELECT VOTE THRESHOLD]; no tax distribution or annual minimum is promised. A Partner's compensation for work, if any, must be approved in a separate written compensation arrangement. A Partner may request reimbursement for documented Partnership expenses approved under Section 4.

4. Management and authority

Each Partner may participate in management, subject to the decision rules below. For internal approval, ordinary operating decisions require [NUMBER OR PERCENTAGE OF PARTNERS]; each Partner has [ONE VOTE / SPECIFIED VOTE IN SCHEDULE A]. The following require all Partners' signed consent: admitting a Partner; changing interests or this Agreement; borrowing or guaranteeing more than [$AMOUNT]; buying or selling property worth more than [$AMOUNT] outside ordinary operations; entering a transaction with a Partner or affiliate; changing the business purpose; and deciding to dissolve. Any other reserved matter is [LIST OR NONE].

[NAME/TITLE OR ALL PARTNERS] will manage routine operations within an approved budget of [$AMOUNT]. Internal signing limits are in Schedule B. A Partner who exceeds an internal limit owes the Partnership the loss caused by the breach, subject to applicable law and the actual facts. The Partners will communicate relevant limits to counterparties and consider any available public statement or filing under the governing state's law. An internal restriction by itself may not prevent a third party from enforcing an apparently ordinary-course act: Delaware's 6 Del. C. § 15-301(1), for example, addresses the effect of a third party's notice of a partner's lack of authority.

A Partner must disclose a personal interest in a proposed Partnership transaction before the vote and may participate only as [CONFLICT PROCESS] allows. Records of approvals and conflicts will be kept with the books. The Partners will follow duties imposed by the selected state's law.

5. Books, bank accounts, and taxes

The Partnership will keep bank accounts in its own name at [BANK / SELECTION METHOD]. Signers, transaction limits, and dual-approval requirements are in Schedule B. [NAME/TITLE] will maintain financial books and provide each Partner a statement [FREQUENCY]. Each Partner may inspect the Partnership's records at a reasonable time through [CONTACT / METHOD], subject to protection of third-party confidential information.

The Partners will appoint [NAME] to coordinate tax filings and advisers. Any federal partnership representative designation, elections, accounting method, and return deadline will be determined and documented separately under current tax law; calling someone a representative here does not complete a required filing. The Partnership's fiscal year end for its internal books is [DATE], subject to the tax year required by law.

6. Transfers and admission

A Partner who wants to transfer any economic interest must give the other Partners written notice of the proposed recipient, interest, price and terms. No transfer of a Partner's management or voting role, and no admission of a substitute or additional Partner, occurs without the written consent required by this Agreement and governing law. The Partners will record any approved economic assignment and its effective date separately from any admission date. A purported transfer in breach of this section is subject to remedies available under the selected state's law and the actual transaction documents.

7. Withdrawal, death, and continuation

A Partner may give notice of withdrawal to the others at [NOTICE ADDRESS], effective [DATE OR NUMBER OF DAYS]. Upon death, incapacity, insolvency, expulsion proposal, or another asserted exit event, the Partners will first identify the legal consequence under the governing state and any separate agreement; this Agreement does not automatically expel a Partner or transfer an interest. The remaining Partners may continue the business only through the approvals and steps required by that law and this Agreement.

If the Partnership or remaining Partners elect to purchase an exiting Partner's interest, the parties will use a separate signed purchase agreement stating buyer, closing date, debts, releases, tax treatment, and the selected price method in Schedule C. A price is not due merely because an event is listed above. Pending a purchase or windup, the Partnership will preserve records and account for the exiting Partner's economic rights under applicable law.

8. Dissolution and winding up

The Partners may approve dissolution by unanimous written agreement, or the Partnership may be dissolved when the governing law requires. The Partners will designate [NAME / SELECTION METHOD] to conduct the windup, collect assets, pay or provide for obligations, prepare a final accounting, and distribute any remainder in accordance with the governing law and the Partners' valid economic rights. No Partner is promised return of a contribution or release from a creditor merely by signing this Agreement. A filing or notice required for the selected state will be handled by [NAME/TITLE].

9. Notices, disputes, and amendments

Formal notices must be sent by [METHOD AND EFFECTIVE TIME] to the addresses in Schedule A. The Partners will first meet within [NUMBER] days to address a dispute. If unresolved, proceedings may be brought in [COURT AND COUNTY/STATE], subject to applicable jurisdiction rules. The law of [STATE] governs this Agreement. An amendment requires all Partners' signatures unless a stated section permits a different threshold that is valid under that law. This Agreement and its signed schedules are the entire agreement about the Partnership; a provision found unenforceable leaves the rest operative to the extent possible.

Signatures

Each undersigned Partner signs this Agreement and the completed Schedules A and B.

Schedule A — Partners and contributions

Schedule B — Internal authority and bank controls

Schedule C — Exit purchase terms, if agreed

Eligible exit event or separate election: [SPECIFY OR NO AUTOMATIC PURCHASE]

Buyer and interest to be purchased: [DETAILS]

Price method and valuation date: [FIXED PRICE WITH UPDATE DATE / NAMED APPRAISAL PROCESS / FORMULA WITH INPUTS]

Payment timing, security, and closing conditions: [DETAILS]

If no completed terms are signed here, a purchase requires a separate signed agreement.

Partner signatures approving Schedule C: [SIGNATURES AND DATES OR NONE]