Florida General Partnership Agreement

FLORIDA GENERAL PARTNERSHIP AGREEMENT

WARNING TO PARTNERS: A Florida general partnership does NOT provide limited liability. Each partner is jointly and severally liable for all partnership obligations under Fla. Stat. § 620.8306. If limited liability is desired, convert to a Limited Liability Partnership by filing a Statement of Qualification under Fla. Stat. § 620.9001, or form a Florida LLC under Chapter 605.

1. FORMATION

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

Partner A: [________________________________], residing at [________________________________], [________________________________] County, Florida ("Partner A");

Partner B: [________________________________], residing at [________________________________], [________________________________] County, Florida ("Partner B");

[Additional partners may be added via Schedule A].

The foregoing persons (each a "Partner" and collectively the "Partners") hereby form a general partnership (the "Partnership") pursuant to the Florida Revised Uniform Partnership Act, Fla. Stat. Ch. 620, Part II (the "Act" or "Florida RUPA").

1.1 Name

The Partnership shall operate under the name "[________________________________]". If this is a fictitious name, the Partners shall cause a fictitious name registration to be filed with the Florida Department of State under Fla. Stat. § 865.09 and renewed every five years.

1.2 Principal Place of Business

The Partnership's principal place of business shall be located at [________________________________], [________________________________] County, Florida.

1.3 Purpose

The Partnership is formed for the purpose of: [____________________________________________________________], and any lawful business activity permitted under Florida RUPA.

1.4 Term

The Partnership shall continue until dissolved under Section 12 or as otherwise required by the Act.

1.5 Consent to Formation Under Florida Law

The Partners expressly agree that the existence of this Partnership and their rights and duties as partners shall be governed by Florida RUPA except as validly modified herein. The Partners acknowledge that under Fla. Stat. § 620.8103, certain provisions of RUPA are nonwaivable, including (a) the right of access to books and records, (b) the duty of loyalty (though specific types of activities may be identified as not violating the duty), (c) the duty of care (though liability may be eliminated for conduct that is not grossly negligent, reckless, or intentional misconduct), and (d) the obligation of good faith and fair dealing.

1.6 Optional Statement of Partnership Authority

The Partnership ☐ shall / ☐ shall not file a Statement of Partnership Authority with the Florida Department of State pursuant to Fla. Stat. § 620.8303. If filed, the Statement will specify the names of Partners authorized to execute real property transfers and any limitations on partner authority. The Partners acknowledge that a Statement of Partnership Authority is canceled by operation of law five (5) years after its most recent filing per § 620.8303(3).

2. CAPITAL CONTRIBUTIONS

2.1 Initial Contributions

Each Partner shall contribute the cash, property, or services set forth on Schedule A.

2.2 Additional Contributions

No Partner shall be required to make additional contributions except upon unanimous written consent or as provided in Section 2.3.

2.3 Capital Calls

Upon a majority vote of the Partnership Interests, the Partners may be called upon to contribute additional capital pro rata in accordance with their Percentage Interests. A Partner failing to fund a capital call within [____] days after notice is in default under Section 11.

2.4 No Interest on Capital

No Partner shall be entitled to interest on any capital contribution, except as required to satisfy federal partnership tax regulations.

2.5 Capital Accounts

A capital account shall be maintained for each Partner in accordance with Treas. Reg. § 1.704-1(b)(2)(iv).

3. ALLOCATIONS, DISTRIBUTIONS, AND TAX MATTERS

3.1 Allocations

Profits and losses shall be allocated among the Partners in proportion to their Percentage Interests, with regulatory allocations as required to maintain substantial economic effect under Treas. Reg. § 1.704-1(b).

3.2 Distributions

Cash distributions shall be made in proportion to Percentage Interests at such times and in such amounts as the Partners determine by majority vote. No distribution may be made that would render the Partnership unable to pay its debts as they become due in the ordinary course.

3.3 Tax Matters

The Partnership shall be treated as a partnership for federal income tax purposes. [________________________________] is designated as the "Partnership Representative" under IRC § 6223, with authority to represent the Partnership in all federal tax proceedings.

3.4 K-1s

The Partnership Representative shall deliver Schedule K-1s to each Partner no later than [____] days after the close of each fiscal year.

4. MANAGEMENT AND AUTHORITY

4.1 Equal Rights by Default

Except as modified herein, each Partner has equal rights in the management and conduct of the Partnership's business pursuant to Fla. Stat. § 620.8401(6).

4.2 Ordinary Matters – Majority Vote

Matters arising in the ordinary course of business shall be decided by vote of Partners holding more than 50% of the Percentage Interests, consistent with § 620.8401(10).

4.3 Matters Requiring Unanimous Consent

Pursuant to Fla. Stat. § 620.8401(10), the following matters require the unanimous consent of all Partners:
☐ Amendment of this Agreement
☐ Admission of a new Partner
☐ Any act outside the ordinary course of Partnership business
☐ Sale of all or substantially all Partnership assets (consistent with § 620.8302)
☐ Commencement of bankruptcy
☐ Dissolution (except by operation of law)
☐ Conversion to a limited liability partnership under Fla. Stat. § 620.9001
☐ Merger or domestication under Fla. Stat. § 620.8901 et seq.

4.4 Partner Authority to Bind the Partnership

Subject to any limitation recorded in a Statement of Partnership Authority under Fla. Stat. § 620.8303, each Partner is an agent of the Partnership for the purpose of its business and may bind the Partnership under Fla. Stat. § 620.8301, except for acts outside the ordinary course or specifically limited herein.

4.5 Meetings

Any Partner may call a meeting upon [____] business days' written notice. A quorum consists of Partners holding a majority of the Percentage Interests.

5. FIDUCIARY DUTIES (FLORIDA RUPA § 620.8404)

5.1 Duty of Loyalty

Each Partner owes the Partnership and the other Partners the duty of loyalty set forth in Fla. Stat. § 620.8404(2), which requires each Partner to:
(a) account to the Partnership and hold as trustee any property, profit, or benefit derived from conduct of the Partnership business or use of Partnership property;
(b) refrain from dealing with the Partnership on behalf of any party with an adverse interest; and
(c) refrain from competing with the Partnership before dissolution.

5.2 Duty of Care

Each Partner owes the duty of care set forth in Fla. Stat. § 620.8404(3): to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

5.3 Good Faith and Fair Dealing

Each Partner owes the obligation of good faith and fair dealing pursuant to Fla. Stat. § 620.8404(4).

5.4 Permitted Competing Activities

Subject to written disclosure to all other Partners, the Partners may engage in the competing activities listed on Schedule 5.4, without violating the duty of loyalty, consistent with Fla. Stat. § 620.8103(2)(b)(2).

6. BOOKS, RECORDS, AND INFORMATION RIGHTS

6.1 Books and Records

The Partnership shall maintain books and records at its principal office in [________________________________] County, Florida.

6.2 Statutory Access Rights

Each Partner has the absolute right under Fla. Stat. § 620.8403 (which cannot be waived per § 620.8103(2)(a)) to inspect and copy all books and records of the Partnership.

6.3 Mandatory Information Sharing

Under Fla. Stat. § 620.8403(3), each Partner and the Partnership shall furnish to a Partner, without demand, any information concerning the Partnership's business reasonably required for the proper exercise of the Partner's rights and duties, and on demand, any other information concerning the Partnership's business.

6.4 Fiscal Year

The Partnership's fiscal year shall end on [____].

7. NON-COMPETITION AND CONFIDENTIALITY

7.1 Non-Compete During Partnership

During the term of the Partnership, no Partner shall engage in any business that competes with the Partnership within [____] miles of any Partnership location, consistent with the duty of loyalty under Fla. Stat. § 620.8404(2)(c).

7.2 Post-Departure Non-Compete

For [____] months following any Partner's dissociation, such Partner shall not, within [____] miles of any Florida location where the Partnership was then conducting business, [________________________________]. This restraint is supported by the following legitimate business interests under Fla. Stat. § 542.335(1)(b):
☐ Partnership's valuable confidential business information
☐ Substantial relationships with existing customers and clients
☐ Customer goodwill associated with the Partnership's name and trade dress
☐ Specialized training provided to Partners
☐ Trade secrets of the Partnership

7.3 Blue-Pencil

The Partners authorize any Florida court, under Fla. Stat. § 542.335(1)(c), to modify any overbroad restraint rather than strike it, and waive construction against the drafter per § 542.335(1)(h).

7.4 Confidentiality

Each Partner shall maintain the confidentiality of all Partnership proprietary information in accordance with the Florida Uniform Trade Secrets Act, Fla. Stat. Ch. 688. Confidentiality obligations survive dissociation or dissolution indefinitely with respect to Trade Secrets.

8. TRANSFERS AND ADMISSION OF PARTNERS

8.1 Restrictions on Transfer

A Partner may not transfer any interest in the Partnership other than its transferable interest as defined in Fla. Stat. § 620.8502, without the unanimous written consent of all other Partners. A transfer of a Partner's transferable interest does not, by itself, cause the transferee to become a Partner under § 620.8503.

8.2 Right of First Refusal

If a Partner receives a bona fide third-party offer for all or part of its transferable interest, it shall first offer the interest to the other Partners pro rata on identical terms for [____] days.

8.3 Admission of New Partners

A new Partner may be admitted only with the unanimous consent of the existing Partners and execution of a joinder in the form of Schedule B.

9. DISSOCIATION (FLORIDA RUPA § 620.8601)

9.1 Events of Dissociation

A Partner is dissociated upon any event listed in Fla. Stat. § 620.8601, including:
(a) express will by giving notice
(b) an event specified in this Agreement
(c) expulsion by unanimous vote of the other Partners under stated conditions
(d) application by the Partnership or another Partner to a Florida court for judicial expulsion per § 620.8601(5)
(e) bankruptcy or assignment for benefit of creditors
(f) death or incapacity (if an individual)
(g) appointment of a guardian
(h) termination of an entity-Partner's existence

9.2 Wrongful Dissociation

Withdrawal in breach of this Agreement or before the expiration of a definite term is a "wrongful dissociation" under Fla. Stat. § 620.8602 and subjects the dissociating Partner to liability for damages.

9.3 Buyout Following Dissociation

Upon dissociation without dissolution, the Partnership shall purchase the dissociated Partner's interest at the "buyout price" determined under Fla. Stat. § 620.8701, subject to offsets for damages caused by wrongful dissociation.

10. DISSOLUTION AND WINDING UP

10.1 Events Causing Dissolution

The Partnership dissolves upon any event listed in Fla. Stat. § 620.8801, including:
(a) notice of express will to withdraw (in an at-will partnership)
(b) expiration of term or completion of undertaking
(c) unanimous written agreement
(d) an event making the Partnership business unlawful
(e) judicial dissolution under Fla. Stat. § 620.8801(5)

10.2 Winding Up

The winding up shall proceed under Fla. Stat. §§ 620.8802–620.8807. Partnership assets shall be applied:
(i) first, to creditors (including Partners as creditors);
(ii) second, to Partners in respect of their capital account balances;
(iii) third, in accordance with Percentage Interests.

10.3 Statement of Dissolution

Upon dissolution, any Partner may file a Statement of Dissolution with the Florida Department of State pursuant to Fla. Stat. § 620.8805.

11. DEFAULT AND REMEDIES

11.1 Events of Default

An "Event of Default" occurs when a Partner:
(a) fails to fund a required capital contribution within [____] days after notice
(b) materially breaches this Agreement and fails to cure within 30 days after written notice
(c) becomes insolvent, bankrupt, or assigns for the benefit of creditors
(d) engages in fraud, willful misconduct, or a knowing violation of law relating to the Partnership

11.2 Remedies

Upon an Event of Default, the non-defaulting Partners may, by majority vote, exercise one or more of the following:
☐ Institute judicial expulsion proceedings under Fla. Stat. § 620.8601(5)
☐ Suspend the defaulting Partner's right to receive distributions
☐ Purchase the defaulting Partner's interest at the lower of book value or the § 620.8701 buyout price
☐ Pursue specific performance, damages, and attorney's fees in Florida circuit court
☐ File suit for judicial dissolution under Fla. Stat. § 620.8801(5)

11.3 Joint and Several Liability Reminder

The Partners acknowledge that under Fla. Stat. § 620.8306, all Partners are jointly and severally liable for all obligations of the Partnership, subject to the exhaustion-of-partnership-assets requirement of Fla. Stat. § 620.8307. This personal liability is not affected by any internal allocation of responsibility.

12. DISPUTE RESOLUTION

12.1 Governing Law

This Agreement and the internal affairs of the Partnership are governed by the internal laws of the State of Florida, particularly Florida RUPA.

12.2 Exclusive Forum

Each Partner irrevocably submits to the exclusive jurisdiction of the Circuit Court in and for [________________________________] County, Florida (where the Partnership's principal place of business is located), or the U.S. District Court for the [Northern / Middle / Southern] District of Florida for any action arising out of this Agreement or the Partnership's affairs.

12.3 Mediation Requirement

Before commencing litigation, the Partners shall in good faith participate in non-binding mediation in [________________________________] County, Florida for at least one half-day session, consistent with Florida's strong judicial preference for alternative dispute resolution. The costs of mediation shall be shared equally.

12.4 Jury Trial Waiver

THE PARTNERS KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE PARTNERSHIP.

12.5 Attorney's Fees

The prevailing party shall recover reasonable attorney's fees and costs, including on appeal. Fla. Stat. § 57.105 sanctions are preserved. Claims for breach of this written agreement are subject to the five-year statute of limitations of Fla. Stat. § 95.11(2)(b).

13. GENERAL PROVISIONS

13.1 Amendment

This Agreement may be amended only by writing signed by all Partners, subject to the nonwaivable limitations of Fla. Stat. § 620.8103.

13.2 Conversion to LLP

At any time, upon unanimous consent, the Partnership may file a Statement of Qualification with the Florida Department of State to become a Limited Liability Partnership under Fla. Stat. § 620.9001. Upon such filing, the Partnership shall add "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," or "LLP" to its name as required by Fla. Stat. § 620.9102.

13.3 Notices

All notices shall be in writing and effective upon personal delivery, overnight courier, certified mail return receipt requested, or confirmed email to the addresses on Schedule A.

13.4 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, including electronically, pursuant to the Florida Uniform Electronic Transaction Act, Fla. Stat. § 668.50.

13.5 Severability

If any provision is unenforceable under Florida law, the remaining provisions shall continue in full force.

13.6 Entire Agreement

This Agreement, together with the Schedules and any Statement of Partnership Authority filed with the Florida Department of State, constitutes the entire agreement among the Partners.

13.7 Force Majeure (Hurricane)

No Partner shall be in default hereunder for failure to perform (other than payment obligations) caused by events beyond reasonable control, including hurricanes, tropical storms, named storms, mandatory evacuation orders by Florida emergency authorities, acts of God, war, terrorism, pandemic, or government orders.

14. EXECUTION

IN WITNESS WHEREOF, the Partners have executed this Florida General Partnership Agreement as of the Effective Date.

PARTNER A: [________________________________]
Signature: [________________________________]
Date: [__/__/____]

PARTNER B: [________________________________]
Signature: [________________________________]
Date: [__/__/____]

STATE OF FLORIDA
COUNTY OF [________________________________]

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this [____] day of [________________________________], 20[____], by [________________________________], who is personally known to me or produced [________________________________] as identification.

Notary Public, State of Florida: [________________________________]
Commission Number: [________________________________]

SCHEDULE A — PARTNERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

SCHEDULE B — FORM OF JOINDER AGREEMENT

SCHEDULE 5.4 — PERMITTED COMPETING ACTIVITIES

SOURCES AND REFERENCES

• Florida Revised Uniform Partnership Act (Ch. 620, Pt. II): https://www.flsenate.gov/Laws/Statutes/2025/Chapter620/Part_II
• Fla. Stat. § 620.8303 (Statement of Partnership Authority): https://www.flsenate.gov/Laws/Statutes/2025/620.8303
• Fla. Stat. § 620.8404 (Partner's Duties): https://www.flsenate.gov/Laws/Statutes/2025/620.8404
• Fla. Stat. § 620.8601 (Events Causing Dissociation): https://www.flsenate.gov/Laws/Statutes/2025/620.8601
• Fla. Stat. § 620.8801 (Events Causing Dissolution): https://www.flsenate.gov/Laws/Statutes/2025/620.8801
• Fla. Stat. § 620.9001 (LLP Statement of Qualification): https://www.flsenate.gov/Laws/Statutes/2025/620.9001
• Florida Department of State – Sunbiz: https://dos.fl.gov/sunbiz/
• "Partnerships in Florida" booklet: https://form.sunbiz.org/pdf/ch_620_partnerships_in_florida_booklet.pdf