Partnership Agreement - General (Connecticut)

GENERAL PARTNERSHIP AGREEMENT

STATE OF CONNECTICUT

DOCUMENT HEADER

This General Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the following Partners:

Partner A: [________________________________] ("Partner A"), a ☐ natural person / ☐ [________________________________] (entity type) organized under the laws of [________________________________], residing or having its principal office at [________________________________]

Partner B: [________________________________] ("Partner B"), a ☐ natural person / ☐ [________________________________] (entity type) organized under the laws of [________________________________], residing or having its principal office at [________________________________]

Partner C (if applicable): [________________________________] ("Partner C"), a ☐ natural person / ☐ [________________________________] (entity type) organized under the laws of [________________________________], residing or having its principal office at [________________________________]

(each, a "Partner" and collectively, the "Partners")

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the Connecticut Uniform Partnership Act, Conn. Gen. Stat. § 34-300 et seq. (the "Act"), upon the terms and conditions set forth herein.

RECITALS

A. The Partners desire to associate themselves as a general partnership under the laws of the State of Connecticut for the purposes set forth herein;

B. Each Partner will make or has made the capital contributions described on Schedule A attached hereto;

C. The Partners wish to set forth in writing their respective rights, duties, and obligations with respect to the Partnership and to each other; and

D. The Partners intend that this Agreement shall govern the internal affairs of the Partnership to the fullest extent permitted by the Act, including as provided under Conn. Gen. Stat. § 34-303.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Formation; Name; Purpose; Term
3. Capital Contributions; Partnership Interests
4. Allocations; Distributions; Tax Matters
5. Management; Voting; Meetings
6. Representations and Warranties
7. Covenants and Restrictions
8. Books, Records, and Accounting
9. Insurance and Risk Management
10. Indemnification; Limitation of Liability
11. Transfer of Interests; Admission; Withdrawal
12. Dissociation; Dissolution; Winding Up
13. Default and Remedies
14. Dispute Resolution
15. General Provisions
16. Connecticut-Specific Provisions
17. Execution

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below.

"AAA" means the American Arbitration Association.

"Act" means the Connecticut Uniform Partnership Act, Conn. Gen. Stat. § 34-300 et seq., as amended from time to time.

"Adjusted Capital Account" has the meaning assigned in Section 4.1(c).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the Document Header.

"Arbitration Rules" has the meaning set forth in Section 14.2.

"Available Cash" means, as of any date of determination, cash on hand less reserves reasonably determined by the Partners for working capital, contingencies, and anticipated obligations.

"Capital Account" means, for each Partner, the account maintained and adjusted in accordance with Section 4.1(c) and Treasury Regulations Section 1.704-1(b)(2)(iv).

"Capital Contribution" means, for any Partner, the total cash and the agreed fair market value of property (net of liabilities assumed or to which the property is subject) contributed to the Partnership by such Partner, as set forth on Schedule A.

"Code" means the Internal Revenue Code of 1986, as amended, and any successor statute.

"Connecticut SOTS" means the Connecticut Secretary of the State or any successor agency.

"Defaulting Partner" has the meaning set forth in Section 13.1.

"Effective Date" has the meaning set forth in the Document Header.

"Fiscal Year" has the meaning set forth in Section 8.1.

"Force Majeure Event" has the meaning set forth in Section 15.9.

"Losses" has the meaning set forth in Section 10.1.

"Managing Partner" has the meaning set forth in Section 5.5.

"Non-Defaulting Partner" has the meaning set forth in Section 13.2.

"Partner" and "Partnership" each have the meanings set forth in the Document Header.

"Partnership Interest" means, with respect to any Partner, such Partner's entire interest in the Partnership, including such Partner's economic interest, voting rights, and all other rights and obligations under this Agreement and the Act.

"Partnership Representative" has the meaning set forth in Section 4.4.

"Percentage Interest" means, for any Partner, the percentage set forth opposite such Partner's name on Schedule A, as amended from time to time.

"Person" means any natural individual, corporation, partnership, limited liability company, trust, estate, association, governmental authority, or other entity.

"Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative.

"Transfer" means any sale, assignment, pledge, encumbrance, hypothecation, gift, or other direct or indirect transfer or disposition, whether voluntary or involuntary, by operation of law or otherwise.

"Treasury Regulations" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a general partnership under the laws of the State of Connecticut, effective as of the Effective Date, pursuant to Conn. Gen. Stat. § 34-314. The association of the Partners to carry on as co-owners a business for profit forms a partnership as defined in Conn. Gen. Stat. § 34-313. The rights, duties, and liabilities of the Partners shall be as provided in the Act, except as otherwise provided in this Agreement to the extent permitted by Conn. Gen. Stat. § 34-303.

2.2 Name. The Partnership shall conduct its business under the name "[________________________________]" (the "Partnership Name") or such other name as the Partners may unanimously approve in writing. If the Partnership operates under any name other than the true surnames of the Partners, the Partnership shall comply with all applicable trade name registration requirements under Connecticut law, including registration with the Town Clerk of the town in which the Partnership conducts business.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental, necessary, or ancillary thereto, as the Partners may from time to time determine.

2.4 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

or at such other location within or outside the State of Connecticut as the Partners may from time to time determine.

2.5 Registered Agent. The Partnership's registered agent for service of process in Connecticut shall be:

Name: [________________________________]
Address: [________________________________]

The registered agent may be changed from time to time by appropriate filing.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue in perpetuity until dissolved in accordance with Section 12 of this Agreement or as otherwise required by the Act.

2.7 Statement of Partnership Authority. The Partners may, but are not required to, file a Statement of Partnership Authority with the Connecticut Secretary of the State pursuant to Conn. Gen. Stat. § 34-324. Such Statement may be recorded in the land records of any town in which the Partnership owns or intends to acquire real property.

3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Contributions. Each Partner shall contribute the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date, or as otherwise specified on Schedule A. A Partner's failure to make a required Capital Contribution by the applicable deadline shall constitute a Default under Section 13.1.

3.2 Additional Contributions.
(a) No Partner shall be required to make additional Capital Contributions without such Partner's prior written consent.
(b) If the Partnership requires additional capital, the Managing Partner or any Partner may propose additional contributions. Additional contributions shall be made pro rata in accordance with Percentage Interests or as otherwise unanimously agreed.
(c) Any Partner who fails to make an agreed-upon additional Capital Contribution within thirty (30) days of the due date shall be deemed a Defaulting Partner under Section 13.

3.3 Capital Accounts. A separate Capital Account shall be established and maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Capital Accounts shall be adjusted to reflect Capital Contributions, allocations of Profits and Losses, distributions, and other items as required by the Code and Treasury Regulations.

3.4 Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution or on the balance in such Partner's Capital Account.

3.5 Withdrawal of Capital. Except as expressly provided in this Agreement or as unanimously agreed in writing, no Partner may withdraw or demand the return of any part of its Capital Contribution.

3.6 Form of Return. Except as otherwise agreed, no Partner has the right to receive any distribution in any form other than cash.

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocations of Profits and Losses.
(a) Profits. Net Profits for each Fiscal Year (or portion thereof) shall be allocated to the Partners in proportion to their respective Percentage Interests.
(b) Losses. Net Losses for each Fiscal Year (or portion thereof) shall be allocated to the Partners in proportion to their respective Percentage Interests; provided, however, that no Partner shall be allocated Losses to the extent such allocation would create or increase a deficit balance in such Partner's Adjusted Capital Account.
(c) Adjusted Capital Account. "Adjusted Capital Account" means a Partner's Capital Account balance, increased by such Partner's share of "partnership minimum gain" and "partner nonrecourse debt minimum gain" (as defined in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(i)(2), respectively), and any amount such Partner is obligated or deemed obligated to restore pursuant to applicable Treasury Regulations.
(d) Regulatory Allocations. The following special allocations shall be made:
(i) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be specially allocated to such Partner to eliminate any deficit balance in such Partner's Adjusted Capital Account as quickly as possible.
(ii) Minimum Gain Chargeback. If there is a net decrease in partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(f).
(iii) Partner Nonrecourse Debt Minimum Gain Chargeback. Allocations pursuant to Treasury Regulations Section 1.704-2(i)(4) shall be made as required.

4.2 Distributions.
(a) Available Cash shall be distributed to the Partners at such times and in such amounts as determined by a majority vote of the Partners (by Percentage Interest), but not less frequently than ☐ quarterly / ☐ semi-annually / ☐ annually, pro rata in accordance with their respective Percentage Interests.
(b) Notwithstanding the foregoing, distributions shall not be made if such distribution would render the Partnership insolvent or violate any applicable law.
(c) Tax distributions shall be made as provided in Section 4.3(d).

4.3 Tax Matters.
(a) Tax Classification. The Partnership shall be classified as a partnership for federal and Connecticut income tax purposes.
(b) Tax Returns. The Partnership shall prepare and timely file all required federal, state, and local income tax returns, including IRS Form 1065 and Connecticut Form CT-1065/CT-1120SI (Connecticut Composite Income Tax Return).
(c) Connecticut K-1s. The Partnership shall prepare and furnish to each Partner a Connecticut Schedule CT K-1 for each tax year.
(d) Tax Distributions. To the extent Available Cash permits, the Partnership shall make quarterly estimated tax distributions to each Partner in an amount equal to such Partner's estimated federal and Connecticut income tax liability attributable to Partnership income.
(e) Connecticut Pass-Through Entity Tax (PET) Election. The Partners may elect, by majority vote (by Percentage Interest), for the Partnership to make an annual election under the Connecticut Pass-Through Entity Tax (Conn. Gen. Stat. § 12-699) to pay Connecticut income tax at the entity level. If such election is made:
(i) The election shall be made on a timely filed Form CT-1065/CT-1120SI;
(ii) The election is irrevocable for that tax year;
(iii) The Partnership shall file Form CT-PET (Connecticut Pass-Through Entity Tax Return) and make all required tax payments;
(iv) Each Partner who is a Connecticut resident shall be entitled to a credit against their individual Connecticut income tax for their share of the entity-level tax paid.
(f) Composite Filing. If the Partnership has nonresident Partners and does not make a PET election, the Partnership shall comply with Connecticut's composite filing requirements for nonresident Partners.

4.4 Partnership Representative. [________________________________] is designated as the "Partnership Representative" within the meaning of Code Section 6223. The Partnership Representative shall have the authority to act on behalf of the Partnership in any federal tax proceeding, subject to the following:
(a) The Partnership Representative shall keep all Partners reasonably informed;
(b) The Partnership Representative shall not settle any proceeding without Partners holding at least [____]% of the Percentage Interests;
(c) The Partnership shall elect out of the centralized partnership audit regime under Code Section 6221(b) for any eligible taxable year, unless the Partners unanimously determine otherwise.

5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Authority. The Partnership shall be managed collectively by the Partners. Unless otherwise stated in this Agreement, any decision or action with respect to the ordinary course of business shall require the affirmative vote or consent of Partners holding more than fifty percent (50%) of the Percentage Interests.

5.2 Major Decisions. The following actions shall require the unanimous written consent of all Partners:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Sale, exchange, or other disposition of all or substantially all of the Partnership's assets outside the ordinary course of business;
(d) Merger, conversion, or domestication of the Partnership;
(e) Voluntary dissolution of the Partnership;
(f) Incurrence of indebtedness in excess of $[________________________________];
(g) Entering into any contract or obligation with a value in excess of $[________________________________];
(h) Commencement or settlement of any litigation;
(i) Any change in the nature of the Partnership's business;
(j) Making or revoking any material tax election, including the Connecticut PET election;
(k) Filing a Statement of Partnership Authority under Conn. Gen. Stat. § 34-324;
(l) Any transaction between the Partnership and a Partner or an Affiliate of a Partner.

5.3 Meetings.
(a) Any Partner may call a meeting of the Partners upon at least ten (10) business days' prior written notice to all Partners, stating the date, time, place (or means of remote participation), and purpose of the meeting.
(b) Regular meetings shall be held ☐ monthly / ☐ quarterly / ☐ as needed at times and places determined by the Partners.
(c) Partners may participate in meetings by telephone, video conference, or other electronic means that permit all participants to hear and communicate with each other simultaneously.

5.4 Quorum and Voting. Partners holding a majority of the Percentage Interests, present in person, by proxy, or by electronic participation, shall constitute a quorum. Each Partner shall be entitled to vote in proportion to such Partner's Percentage Interest.

5.5 Managing Partner. The Partners may, by unanimous consent, designate one or more Partners as "Managing Partner(s)" to manage the day-to-day operations of the Partnership. The Managing Partner shall have authority to:
(a) Execute contracts and agreements within approved budgets;
(b) Hire, supervise, and terminate employees and independent contractors;
(c) Maintain Partnership bank accounts and authorize expenditures within approved limits;
(d) Take such other actions as are necessary for the ordinary course of Partnership business.

The Managing Partner may be removed by unanimous vote of the non-managing Partners.

5.6 Actions Without Meeting. Any action that may be taken at a meeting of the Partners may be taken without a meeting if consented to in writing (including by email or other electronic means) by Partners holding the requisite Percentage Interest.

5.7 Deadlock. In the event the Partners are unable to agree on a matter requiring a majority or supermajority vote after good-faith deliberation over a period of thirty (30) days, the matter shall be submitted to mediation in accordance with Section 14.1.

6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners and to the Partnership, as of the Effective Date and as of each date on which such Partner acquires an additional interest:

6.1 Due Authority. Such Partner has full legal right, power, and authority to execute, deliver, and perform this Agreement. If such Partner is an entity, this Agreement has been duly authorized by all necessary organizational action.

6.2 No Conflict. The execution, delivery, and performance of this Agreement do not and will not (a) conflict with any organizational document of such Partner (if an entity), (b) violate any applicable law or regulation, or (c) conflict with any material agreement to which such Partner is a party.

6.3 Investment Purpose. Such Partner is acquiring its Partnership Interest for its own account for investment purposes only.

6.4 Sophistication; Independent Advice. Such Partner is sophisticated, capable of evaluating the merits and risks of an investment in the Partnership, and has had the opportunity to consult with independent legal, tax, and financial advisors.

6.5 Financial Capacity. Such Partner has the financial capacity to make its Capital Contribution and to bear the economic risk of its investment in the Partnership.

6.6 No Litigation. There is no pending or, to such Partner's knowledge, threatened Proceeding that would materially impair such Partner's ability to perform under this Agreement.

6.7 Survival. The representations and warranties set forth in this Section 6 shall survive execution and delivery for a period of [____] years, except that Sections 6.1 and 6.2 shall survive indefinitely.

7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and each Partner shall comply in all material respects with all applicable federal, state, and local laws, including the Act and all applicable Connecticut statutes and regulations.

7.2 Non-Compete. During the term of the Partnership and for a period of [____] months following a Partner's dissociation or withdrawal, no Partner shall, without the prior written consent of Partners holding at least [____]% of the remaining Percentage Interests, directly or indirectly engage in any business competitive with the Partnership within [________________________________] (geographic scope). This restriction shall be enforceable to the extent permitted by Connecticut law, which recognizes reasonable restrictive covenants.

7.3 Non-Solicitation. During the term of the Partnership and for a period of [____] months following a Partner's dissociation or withdrawal, no Partner shall directly or indirectly solicit, recruit, or hire any employee, contractor, customer, or client of the Partnership without the prior written consent of the other Partners.

7.4 Confidentiality.
(a) Each Partner shall maintain in strict confidence all proprietary information, trade secrets, business plans, financial data, customer lists, and other confidential information of the Partnership ("Confidential Information"), except as required by law.
(b) The obligations under this Section 7.4 shall be in addition to any protections afforded under the Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. § 35-50 et seq.
(c) The confidentiality obligations shall survive termination of this Agreement and dissolution of the Partnership for a period of [____] years.

7.5 Notice of Material Matters. Each Partner shall promptly notify the other Partners in writing of any material breach, any material adverse change, any threatened or pending Proceeding against the Partnership, and any matter that could reasonably be expected to have a material adverse effect on the Partnership.

7.6 Devotion of Time. Unless otherwise agreed in writing, each Partner shall devote such time and attention to the business of the Partnership as is reasonably necessary. [Alternatively: The Managing Partner shall devote ☐ full-time / ☐ substantially full-time / ☐ such time as reasonably required to the Partnership's business.]

7.7 Duty of Loyalty and Care. Each Partner owes the Partnership and the other Partners a duty of loyalty and a duty of care as set forth in Conn. Gen. Stat. § 34-338. The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, provided such identification is not manifestly unreasonable, per Conn. Gen. Stat. § 34-303(b)(3).

8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall end on [________________________________] of each year, or as otherwise required by the Code.

8.2 Method of Accounting. The Partnership's books and records shall be maintained on the ☐ cash / ☐ accrual basis of accounting, consistently applied, in accordance with generally accepted accounting principles (GAAP).

8.3 Books and Records. The Partnership shall maintain complete and accurate books and records at the Partnership's principal office, including:
(a) A current list of the full name and last known address of each Partner;
(b) A copy of this Agreement and all amendments hereto;
(c) Copies of the Partnership's federal, state, and local income tax returns for the three (3) most recent Fiscal Years;
(d) Copies of the Partnership's financial statements for the three (3) most recent Fiscal Years;
(e) Records of all Capital Contributions, distributions, and Capital Account balances;
(f) Minutes of all meetings and records of all actions taken without meeting;
(g) Any filed Statements of Partnership Authority, Denial, or Dissolution.

The foregoing records shall be maintained in accordance with Conn. Gen. Stat. § 34-343.

8.4 Inspection Rights. Each Partner shall have the right, upon reasonable written notice and during normal business hours, to inspect and copy (at such Partner's expense) the Partnership's books and records, in accordance with Conn. Gen. Stat. § 34-343. The Partnership shall not unreasonably restrict access.

8.5 Bank Accounts. All funds of the Partnership shall be deposited in one or more bank accounts in the Partnership's name. Withdrawals from Partnership accounts shall require the signature(s) of [________________________________].

8.6 Financial Statements. The Partnership shall prepare and deliver to each Partner:
(a) Within ninety (90) days after the close of each Fiscal Year, an annual financial statement;
(b) Within thirty (30) days after the close of each fiscal quarter, an unaudited quarterly financial report.

8.7 Independent Audit. The Partners may, by majority vote (by Percentage Interest), engage an independent certified public accountant to audit or review the Partnership's financial statements at the Partnership's expense.

9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall obtain and maintain, at its expense, the following insurance policies with reputable carriers licensed to do business in Connecticut:
(a) Commercial General Liability Insurance with minimum coverage limits of $[________________________________] per occurrence and $[________________________________] in the aggregate;
(b) Property Insurance covering the Partnership's real and personal property;
(c) Workers' Compensation Insurance as required by the Connecticut Workers' Compensation Act, Conn. Gen. Stat. § 31-275 et seq., if the Partnership has employees;
(d) Professional Liability (Errors & Omissions) Insurance (if applicable) with minimum coverage limits of $[________________________________] per claim;
(e) Commercial Automobile Insurance (if applicable);
(f) Such other insurance as the Partners may reasonably determine.

9.2 Additional Insured. Each Partner shall be named as an additional insured on the Partnership's general liability and umbrella policies, to the extent commercially feasible.

9.3 Risk Management. The Partnership shall implement risk management policies consistent with industry standards and shall comply with all applicable Connecticut safety and regulatory requirements.

9.4 Notice of Claims. Each Partner shall promptly notify the Partnership and the other Partners of any event or claim that may give rise to a claim under any of the Partnership's insurance policies.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification by the Partnership. To the fullest extent permitted by the Act and Connecticut law, the Partnership shall indemnify, defend, and hold harmless each Partner and such Partner's officers, directors, employees, agents, heirs, successors, and assigns (each, an "Indemnitee") from and against any and all losses, damages, liabilities, claims, judgments, fines, penalties, settlements, and reasonable expenses (including attorneys' fees and court costs) (collectively, "Losses") incurred by such Indemnitee in connection with any Proceeding arising out of or relating to the Partnership's business, provided that such Indemnitee acted in good faith and did not engage in fraud, willful misconduct, or a knowing violation of law.

10.2 Indemnification by Partners. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from and against any Losses arising out of:
(a) Any breach by the Indemnifying Partner of this Agreement;
(b) Any fraud, gross negligence, or willful misconduct of the Indemnifying Partner;
(c) Any unauthorized act of the Indemnifying Partner outside the scope of the Partnership's business.

10.3 Advance of Expenses. The Partnership may advance reasonable expenses incurred in defending any Proceeding in advance of final disposition, subject to a written undertaking to repay if indemnification is not warranted.

10.4 Limitation of Liability.
(a) No Partner shall be personally liable to the Partnership or any other Partner for monetary damages for any act or omission in such Partner's capacity as a Partner, except for breach of the duty of loyalty under Conn. Gen. Stat. § 34-338(b), intentional misconduct or knowing violation of law, any transaction from which the Partner derived an improper personal benefit, or a breach of this Agreement.
(b) Aggregate Liability Cap. The aggregate liability of any Partner under this Agreement (other than for fraud, willful misconduct, or knowing violation of law) shall not exceed $[________________________________] (the "Liability Cap").
(c) No Consequential Damages. No Partner shall be liable for indirect, incidental, special, consequential, or punitive damages, except in cases of fraud or willful misconduct.

10.5 Exculpation. No Partner shall be liable for honest mistakes of judgment or for action taken in good faith and reasonably believed to be in the best interests of the Partnership.

10.6 Joint and Several Liability. The Partners acknowledge that, under Conn. Gen. Stat. § 34-326, all Partners in a general partnership are jointly and severally liable for all obligations of the Partnership.

11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer all or any portion of its Partnership Interest without:
(a) Compliance with all applicable securities laws;
(b) Obtaining the prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests (such consent not to be unreasonably withheld);
(c) The proposed transferee's execution of a written instrument agreeing to be bound by this Agreement.

11.2 Right of First Refusal. Before any Transfer to a third party, the transferring Partner shall provide written notice to the other Partners specifying the material terms of the proposed Transfer. The non-transferring Partners shall have thirty (30) days to elect to purchase the transferring Partner's Interest on the same terms, pro rata in proportion to their Percentage Interests. If this right is not exercised, the transferring Partner may complete the Transfer subject to Section 11.1.

11.3 Permitted Transfers. A Partner may Transfer its Partnership Interest without the consent of the other Partners to:
(a) A trust established for the benefit of such Partner or such Partner's immediate family members;
(b) An entity wholly owned by such Partner;
(c) A co-Partner;
provided that the transferee complies with Sections 11.1(a) and (c).

11.4 Admission of New Partners. New Partners may be admitted only with unanimous written consent of all existing Partners and execution of a joinder agreement in substantially the form of Schedule C.

11.5 Withdrawal.
(a) A Partner may withdraw upon at least ninety (90) days' prior written notice to all other Partners, subject to Conn. Gen. Stat. § 34-355 et seq.
(b) A withdrawing Partner shall be entitled to receive the fair market value of such Partner's Partnership Interest as of the date of withdrawal, payable ☐ in a lump sum / ☐ in [____] equal monthly installments.

11.6 Valuation. For purposes of any buyout under this Agreement, fair market value shall be determined by mutual agreement or, failing agreement within thirty (30) days, by a qualified independent appraiser mutually selected by the parties (or, if they cannot agree, each party shall select one appraiser and those two shall select a third, whose determination shall be binding).

12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner is dissociated from the Partnership upon the occurrence of any of the following events, in accordance with Conn. Gen. Stat. § 34-355:
(a) The Partner's voluntary withdrawal upon proper notice under Section 11.5;
(b) An event agreed to in the partnership agreement as causing dissociation;
(c) The Partner's expulsion pursuant to the partnership agreement;
(d) The Partner's expulsion by unanimous vote of the other Partners under certain circumstances;
(e) Judicial expulsion under Conn. Gen. Stat. § 34-355(5);
(f) The Partner's death or adjudication of incapacity (if a natural person);
(g) The Partner's bankruptcy or similar proceeding;
(h) Any other event of dissociation specified in Conn. Gen. Stat. § 34-355.

12.2 Effect of Dissociation. Upon a Partner's dissociation:
(a) The dissociated Partner's right to participate in management terminates, per Conn. Gen. Stat. § 34-358;
(b) The dissociated Partner's duty of loyalty and duty of care terminate as to future matters;
(c) The remaining Partners may elect to continue the business or dissolve.

12.3 Buyout of Dissociated Partner. If the Partnership is continued following a dissociation, the dissociated Partner's interest shall be purchased at the buyout price determined under Conn. Gen. Stat. § 34-361, which is the amount distributable to the dissociating Partner if the assets were sold at the greater of liquidation value or going-concern value, minus damages for wrongful dissociation (if applicable).

12.4 Dissolution Events. The Partnership shall be dissolved upon the first to occur of the following, in accordance with Conn. Gen. Stat. § 34-371a:
(a) The unanimous written agreement of all Partners;
(b) An event making it unlawful for all or substantially all of the business to be continued;
(c) A Partner's dissociation that results in fewer than two Partners, unless a new Partner is admitted within ninety (90) days;
(d) Entry of a judicial decree of dissolution;
(e) The sale or disposition of all or substantially all assets followed by distribution of proceeds;
(f) The expiration of the term (if any).

12.5 Statement of Dissolution. Upon dissolution, a Partner who has not wrongfully dissociated may file a Statement of Dissolution with the Connecticut Secretary of the State pursuant to Conn. Gen. Stat. § 34-376, stating the Partnership's name and that it has dissolved and is winding up its business. A filed Statement of Dissolution cancels any filed Statement of Partnership Authority.

12.6 Winding Up. Upon dissolution, the Partners (or a court-appointed liquidator) shall wind up the Partnership's affairs as follows:
(a) Preserve and protect the Partnership's assets pending orderly disposition;
(b) Discharge all debts and liabilities, including debts owed to Partners as creditors;
(c) Distribute surplus to Partners in accordance with positive Capital Account balances, per Conn. Gen. Stat. § 34-378;
(d) File all required documents with governmental authorities;
(e) Cancel any trade name registrations.

12.7 Continuation After Dissolution. At any time after dissolution and before winding up is completed, the Partners (including any dissociated Partner) may waive the right to have the Partnership's business wound up and may agree to continue the business, pursuant to Conn. Gen. Stat. § 34-371a(b).

13. DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if a Partner (the "Defaulting Partner"):
(a) Materially breaches this Agreement and fails to cure within thirty (30) days of written notice;
(b) Becomes insolvent, files for bankruptcy, or has an involuntary petition filed against it that is not dismissed within sixty (60) days;
(c) Makes an assignment for the benefit of creditors;
(d) Fails to make a required Capital Contribution within the time specified;
(e) Is convicted of a felony;
(f) Engages in fraud, embezzlement, or willful misconduct with respect to Partnership business;
(g) Breaches the duty of loyalty under Conn. Gen. Stat. § 34-338(b).

13.2 Remedies. Upon a Default, the Non-Defaulting Partners may:
(a) Suspend the Defaulting Partner's voting and management rights;
(b) Purchase the Defaulting Partner's Interest at the lesser of fair market value or book value, less damages;
(c) Reduce or offset distributions to compensate for damages;
(d) Expel the Defaulting Partner by unanimous vote of the Non-Defaulting Partners;
(e) Seek specific performance, injunctive relief, or other equitable remedies;
(f) Pursue dissolution under Section 12.

13.3 Cumulative Remedies. Remedies are cumulative and not exclusive of any other remedies at law or in equity.

13.4 Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs from the non-prevailing party.

14. DISPUTE RESOLUTION

14.1 Negotiation and Mediation. The Partners shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement ("Dispute") by direct negotiation. If not resolved within thirty (30) days, the Partners shall submit the Dispute to non-binding mediation administered by the AAA or a mutually agreed mediator. Mediation shall take place in [________________________________], Connecticut. Costs shall be shared equally.

14.2 Mandatory Arbitration. If mediation does not resolve the Dispute within sixty (60) days, the Dispute shall be submitted to final and binding arbitration under the AAA's Commercial Arbitration Rules (the "Arbitration Rules"):
(a) Seat of arbitration: [________________________________], Connecticut;
(b) Single arbitrator with at least ten (10) years of experience in partnership or business disputes;
(c) Reasoned written award within sixty (60) days of the close of hearing;
(d) The arbitrator may award monetary damages, injunctive relief, and attorneys' fees.

14.3 Injunctive Relief; Exclusive Jurisdiction.
(a) Notwithstanding Section 14.2, any Partner may seek injunctive relief or specific performance in the state or federal courts located in [________________________________] County, Connecticut (the "Exclusive Jurisdiction Courts").
(b) The Partners waive any objection to venue, jurisdiction, or forum non conveniens in the Exclusive Jurisdiction Courts.

14.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.5 Confidentiality. All mediation and arbitration proceedings shall be kept confidential.

14.6 Enforcement. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

15. GENERAL PROVISIONS

15.1 Amendments. This Agreement may be amended only by written instrument executed by all Partners, or by Partners holding at least [____]% of the Percentage Interests if unanimity is not required by the Act.

15.2 Waiver. No failure or delay in exercising any right shall operate as a waiver thereof.

15.3 Entire Agreement. This Agreement (including all Schedules) constitutes the entire agreement among the Partners and supersedes all prior agreements.

15.4 Severability. If any provision is held invalid, it shall be modified to the minimum extent necessary; the remaining provisions remain in full force and effect.

15.5 Successors and Assigns. This Agreement binds and benefits the Partners and their respective heirs, executors, administrators, successors, and permitted assigns.

15.6 Notices. All notices shall be in writing and deemed given upon:
(a) Personal delivery;
(b) Confirmed delivery by email;
(c) One (1) business day after deposit with nationally recognized overnight courier;
(d) Three (3) business days after deposit in the United States mail, first-class postage prepaid, certified or registered, return receipt requested;
addressed to the Partner at the address on Schedule A or as otherwise designated.

15.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each deemed an original. Signatures transmitted by PDF, DocuSign, or other electronic means shall be binding, in accordance with the Connecticut Uniform Electronic Transactions Act, Conn. Gen. Stat. § 1-266 et seq.

15.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, including the Act, without regard to conflict-of-laws principles.

15.9 Force Majeure. Neither the Partnership nor any Partner shall be liable for failure or delay in performance (other than payment of money) caused by circumstances beyond reasonable control, including acts of God, fire, flood, pandemic, war, terrorism, or governmental restrictions (each, a "Force Majeure Event"), provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate and resume performance.

15.10 No Third-Party Beneficiaries. Nothing herein confers rights on any Person other than the Partners and their permitted successors and assigns.

15.11 Interpretation. Headings are for convenience only. "Including" means "including, without limitation."

15.12 Further Assurances. Each Partner shall execute such additional documents as may be reasonably necessary to effectuate this Agreement.

16. CONNECTICUT-SPECIFIC PROVISIONS

16.1 Connecticut Uniform Partnership Act. This Partnership is governed by the Connecticut Uniform Partnership Act, codified at Conn. Gen. Stat. § 34-300 et seq. (Chapter 614). The Act is Connecticut's adoption of the Uniform Partnership Act (1994) and governs all general partnerships formed or operating in Connecticut. Key provisions include:

16.2 Statement of Partnership Authority Filing.
(a) The Partners may file a Statement of Partnership Authority with the Connecticut Secretary of the State pursuant to Conn. Gen. Stat. § 34-324.
(b) The Statement may include: the names of Partners authorized to execute instruments transferring real property, the authority or limitations on authority of Partners, and any other matter the Partners determine.
(c) A filed Statement of Partnership Authority supplements the authority of a Partner to enter into transactions on behalf of the Partnership. Grants of authority are conclusive in favor of persons giving value without knowledge to the contrary, per Conn. Gen. Stat. § 34-324(c).
(d) A copy of the Statement should also be recorded in the land records of each town in which the Partnership owns or intends to acquire real property, per Conn. Gen. Stat. § 34-324(e).
(e) A Statement of Partnership Authority is canceled by operation of law five (5) years after the last filing or amendment, per Conn. Gen. Stat. § 34-324(g).

16.3 Filing and Registration Information.

Connecticut Secretary of the State Contact Information:

• Address: 30 Trinity Street, Hartford, CT 06106
• Phone: (860) 509-6003
• Website: https://portal.ct.gov/sots
• Business Filing Portal: https://business.ct.gov

16.4 Registered Agent Requirements. While a general partnership is not required to maintain a registered agent in Connecticut unless it files certain documents with the Secretary of the State, it is recommended. If the Partnership files a Statement of Partnership Authority or other document, the filing is made with the Secretary of the State, and the Partnership should designate a contact person or agent for service of process.

16.5 Connecticut Tax Treatment of Partnerships.
(a) Pass-Through Taxation. Connecticut treats partnerships as pass-through entities. The Partnership itself generally does not pay Connecticut income tax at the entity level (unless the PET election is made). Each Partner reports their distributive share of Partnership income on their individual Connecticut income tax returns.
(b) Partnership Return. The Partnership must file Connecticut Form CT-1065/CT-1120SI (Composite Income Tax Return) annually with the Connecticut Department of Revenue Services (DRS) for any year in which it does business in or derives income from Connecticut sources.
(c) Pass-Through Entity Tax (PET). For tax years beginning on or after January 1, 2024, the Partnership may elect to pay the Connecticut Pass-Through Entity Tax under Conn. Gen. Stat. § 12-699. The election:

• Is made annually on a timely filed CT-1065/CT-1120SI;
• Is irrevocable for the tax year in which it is made;
• Requires filing Form CT-PET and paying the entity-level tax;
• Allows resident Partners to claim a corresponding credit against their individual Connecticut income tax.
  (d) Connecticut Income Tax Rate. The Connecticut individual income tax rate ranges from 3.0% to 6.99% (plus a surcharge for high-income earners). Partners include their distributive share of Partnership income in their Connecticut adjusted gross income.
  (e) Estimated Tax Payments. If the Partnership makes the PET election, estimated tax payments are required to be made quarterly.
  (f) Filing Deadlines. Connecticut partnership returns (Form CT-1065/CT-1120SI) are due on the fifteenth (15th) day of the third (3rd) month following the close of the tax year (March 15 for calendar-year partnerships), with extensions available.

Connecticut Department of Revenue Services Contact Information:

• Address: 450 Columbus Boulevard, Suite 1, Hartford, CT 06103
• Phone: (860) 297-5962
• Website: https://portal.ct.gov/drs

16.6 Connecticut Trade Name Registration. If the Partnership conducts business under a trade name (a name other than the true surnames of the Partners), the Partnership must file a Trade Name Certificate with the Town Clerk of each Connecticut town in which the Partnership conducts business, pursuant to Conn. Gen. Stat. § 35-1. The Trade Name Certificate must be filed within thirty (30) days of commencing business under the trade name. Failure to file may result in inability to maintain an action in any court of the state on any contract made under the trade name.

16.7 Joint and Several Liability. Under Conn. Gen. Stat. § 34-326, all Partners in a general partnership are jointly and severally liable for all debts and obligations of the Partnership. Partners should consider whether limited liability partnership (LLP) registration under Conn. Gen. Stat. § 34-411 et seq. is appropriate.

16.8 Connecticut Unique Provisions.
(a) Nonwaivable Provisions. Under Conn. Gen. Stat. § 34-303(b), the partnership agreement may not: (i) vary the rights of third parties; (ii) unreasonably restrict the right of access to books and records; (iii) eliminate the duty of loyalty, though it may identify activities that do not violate it if not manifestly unreasonable; (iv) unreasonably reduce the duty of care; (v) eliminate the obligation of good faith and fair dealing; or (vi) vary the power to dissociate, though consequences may be altered.
(b) Charging Orders. Under Conn. Gen. Stat. § 34-348, a judgment creditor of a Partner may obtain a charging order against the Partner's transferable interest in the Partnership. The charging order constitutes a lien on the judgment debtor's transferable interest and requires the Partnership to pay over to the judgment creditor any distributions that would otherwise be paid to the judgment debtor.
(c) Continuation After Dissociation. If the Partnership continues after dissociation, the dissociated Partner has no further right to participate in management but retains economic interests until bought out in accordance with Conn. Gen. Stat. § 34-361.

17. EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have duly executed this General Partnership Agreement as of the Effective Date first written above, intending to be legally bound hereby.

PARTNER SIGNATURE BLOCKS

PARTNER A:

PARTNER B:

PARTNER C (if applicable):

NOTARY ACKNOWLEDGMENT

STATE OF CONNECTICUT
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned notary public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: _________________________________________
My Commission Expires: [__/__/____]

[NOTARY SEAL]

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total Percentage Interests must equal 100%.

Description of Property Contributions (if any):
[________________________________]

Managing Partner Compensation (if applicable):
[________________________________]

SCHEDULE B

CONNECTICUT STATE-SPECIFIC COMPLIANCE CHECKLIST

☐ Partnership Agreement executed by all Partners
☐ Employer Identification Number (EIN) obtained from IRS
☐ Statement of Partnership Authority filed with Connecticut Secretary of the State (optional)
☐ Statement recorded in town land records (if Partnership owns real property)
☐ Trade Name Certificate filed with Town Clerk(s) (if operating under trade name)
☐ Partnership bank account opened
☐ Connecticut sales tax permit obtained (if applicable) - DRS Form REG-1
☐ Connecticut business registration completed with DRS
☐ Workers' compensation insurance obtained (if the Partnership has employees)
☐ Federal Form 1065 filing system established
☐ Connecticut Form CT-1065/CT-1120SI filing system established
☐ PET election evaluated and documented
☐ Insurance policies obtained per Section 9
☐ Local municipal business license obtained (if required by town/city)

SCHEDULE C

FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "New Partner") hereby acknowledges receipt of and agrees to be bound by all of the terms, conditions, and provisions of the General Partnership Agreement of [________________________________] (the "Partnership"), dated [__/__/____], as amended (the "Agreement"). The New Partner agrees that, from and after the date hereof, the New Partner shall be a Partner of the Partnership with all rights and obligations as set forth in the Agreement.

Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Effective Date of Admission: [__/__/____]

ACKNOWLEDGED AND AGREED BY EXISTING PARTNERS:

SCHEDULE D

DESCRIPTION OF PARTNERSHIP PROPERTY (IF ANY)

This General Partnership Agreement template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in the State of Connecticut before use. Partnership law is complex and varies by jurisdiction. The use of this template without professional legal review is strongly discouraged. Neither the provider of this template nor the platform on which it is hosted assumes any liability for the use or misuse of this document.

Governed by the Connecticut Uniform Partnership Act, Conn. Gen. Stat. § 34-300 et seq.