Partnership Agreement - General (Georgia)

GENERAL PARTNERSHIP AGREEMENT

STATE OF GEORGIA

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 Georgia Uniform Partnership Act, O.C.G.A. § 14-8-1 et seq. (the "Act"), upon the terms and conditions set forth herein.

IMPORTANT GEORGIA NOTE: Georgia has adopted the original Uniform Partnership Act (1914), codified at O.C.G.A. § 14-8-1 through § 14-8-45, rather than the Revised Uniform Partnership Act (RUPA) adopted by most other states. This distinction affects certain aspects of partnership law in Georgia, including dissolution triggers, property ownership concepts (tenancy in partnership), and partner dissociation. This Agreement addresses these Georgia-specific differences.

RECITALS

A. The Partners desire to associate themselves as a general partnership under the laws of the State of Georgia 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;

D. The Partners intend that this Agreement shall govern the internal affairs of the Partnership to the fullest extent permitted by the Act; and

E. The Partners acknowledge that Georgia follows the original Uniform Partnership Act (1914) and that this Agreement is drafted to comply with and take advantage of the provisions thereof.

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. Georgia-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 Georgia Uniform Partnership Act, O.C.G.A. § 14-8-1 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.

"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.

"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.

"Georgia DOR" means the Georgia Department of Revenue or any successor agency.

"Georgia Secretary of State" means the Secretary of State of the State of Georgia or any successor agency.

"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 share of the profits and surplus of the Partnership (as described in O.C.G.A. § 14-8-26) and all management and voting rights under this Agreement.

"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.

"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.

"Tenancy in Partnership" means the specific form of ownership of partnership property by partners under O.C.G.A. § 14-8-25, as further described in Section 16.7.

"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 promulgated under the Code, as amended.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a general partnership under the laws of the State of Georgia, effective as of the Effective Date, pursuant to O.C.G.A. § 14-8-6. Under the Georgia UPA, an association of two or more persons to carry on as co-owners a business for profit is a partnership. No formal state filing is required to form a general partnership in Georgia, though certain registrations may be required (see Section 16).

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 all Partners, the Partnership must register the trade name with the Clerk of the Superior Court of the county in which the Partnership conducts its principal business, pursuant to O.C.G.A. § 10-1-490 et seq. (See Section 16.6 for details.)

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental, necessary, or ancillary thereto.

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

[________________________________]
[________________________________]
[________________________________], Georgia [____]

County: [________________________________] County

or at such other location within or outside the State of Georgia as the Partners may determine. The county in which the principal office is located is material for trade name registration and other county-level filings in Georgia.

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

Name: [________________________________]
Address: [________________________________], Georgia [____]

2.6 Term. The Partnership shall commence on the Effective Date and shall continue ☐ in perpetuity / ☐ until [__/__/____] / ☐ for a fixed term of [____] years, unless sooner dissolved in accordance with Section 12 or as otherwise required by the Act.

2.7 No State Formation Filing Required. Unlike corporations, LLCs, and limited partnerships, a general partnership in Georgia is not required to file a certificate or statement of formation with the Georgia Secretary of State. However, the Partners acknowledge the following filings may be required or advisable:
(a) Trade name registration with the Clerk of the Superior Court (if applicable);
(b) EIN application with the IRS;
(c) Registration with the Georgia Department of Revenue;
(d) County and municipal business license(s);
(e) Workers' compensation insurance registration (if the Partnership has employees).

3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Contributions. Each Partner shall contribute the Capital Contribution set forth on Schedule A on or before the Effective Date. A Partner's failure to make a required Capital Contribution constitutes a Default.

3.2 Additional Contributions.
(a) No Partner shall be required to make additional Capital Contributions without prior written consent.
(b) Additional contributions may be made pro rata or as otherwise unanimously agreed.
(c) Failure to make an agreed additional contribution within thirty (30) days constitutes a Default.

3.3 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

3.4 Interest on Capital. No Partner shall be entitled to interest on Capital Contributions or Capital Account balances. Under O.C.G.A. § 14-8-18(d), a partner who makes a payment or advance beyond the amount of capital which he or she agreed to contribute is entitled to interest from the date of the payment or advance. This Agreement supersedes the default rule and provides that no interest shall be paid on Capital Contributions unless the Partners unanimously agree otherwise.

3.5 Withdrawal of Capital. No Partner may withdraw Capital Contributions except as provided herein or unanimously agreed.

3.6 Form of Return. No Partner has the right to receive distributions other than in cash, except as otherwise agreed.

3.7 Partner's Interest as Personal Property. Under O.C.G.A. § 14-8-26, a Partner's interest in the Partnership is personal property (i.e., a Partner's share of profits and surplus).

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocations of Profits and Losses.
(a) Profits. Net Profits for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests. This modifies the default rule in O.C.G.A. § 14-8-18(a) (equal sharing) to the extent the Partners' Percentage Interests differ.
(b) Losses. Net Losses for each Fiscal Year shall be allocated in proportion to Percentage Interests; provided 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. Under O.C.G.A. § 14-8-18(a), each partner shall contribute toward losses sustained by the partnership according to his or her share of the profits.
(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 and any restoration obligations.
(d) Regulatory Allocations. Special allocations shall be made for:
(i) Qualified Income Offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d);
(ii) Minimum Gain Chargeback under Treasury Regulations Section 1.704-2(f);
(iii) Partner Nonrecourse Debt Minimum Gain Chargeback under Treasury Regulations Section 1.704-2(i)(4).

4.2 Distributions.
(a) Available Cash shall be distributed at such times and amounts as determined by majority vote (by Percentage Interest), but not less frequently than ☐ quarterly / ☐ semi-annually / ☐ annually, pro rata in accordance with Percentage Interests.
(b) Distributions shall not be made if they would render the Partnership insolvent or violate 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 Georgia income tax purposes.
(b) Federal Tax Returns. The Partnership shall prepare and timely file IRS Form 1065 and all required Schedules K-1.
(c) Georgia Tax Returns. The Partnership shall file Georgia Form 700 (Partnership Tax Return) annually with the Georgia Department of Revenue. The Partnership shall furnish each Partner with a Georgia Schedule K-1 or equivalent information.
(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 Georgia income tax liability attributable to Partnership income.
(e) Georgia Entity-Level Tax Election. The Partners may elect, by majority vote (by Percentage Interest), for the Partnership to make an annual election on Georgia Form 700 to pay Georgia income tax at the entity level on behalf of its Partners. If such election is made:
(i) The election must be made on or before the due date for filing Form 700 (including extensions);
(ii) The Partnership shall pay estimated tax at the entity level;
(iii) Each Partner shall be entitled to a corresponding credit or adjustment on their individual Georgia income tax return;
(iv) If the entity-level election is not made, Georgia Form 700 is an information return and the income tax is paid by the individual Partners.
(f) Georgia Nonresident Withholding. The Partnership shall comply with Georgia's nonresident withholding requirements for Partners who are not Georgia residents.
(g) Georgia Income Tax Rate. Georgia's individual income tax rate is currently a flat rate of 5.39% (for tax year 2025, subject to further reduction in subsequent years under Georgia's tax reform legislation). Partners include their distributive share of Partnership income in their Georgia taxable income.

4.4 Partnership Representative. [________________________________] is designated as the "Partnership Representative" within the meaning of Code Section 6223. The Partnership Representative shall:
(a) Keep all Partners reasonably informed;
(b) Not settle any proceeding without consent of Partners holding at least [____]% of the Percentage Interests;
(c) Cause the Partnership to elect out of the centralized partnership audit regime under Code Section 6221(b) for any eligible year, unless the Partners unanimously determine otherwise.

5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Authority. Under O.C.G.A. § 14-8-18(e), all Partners have equal rights in the management and conduct of the partnership business. This Agreement modifies that default rule so that decisions shall be made by affirmative vote of Partners holding more than fifty percent (50%) of the Percentage Interests.

5.2 Major Decisions. The following actions require unanimous written consent:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Sale, exchange, or disposition of all or substantially all assets outside the ordinary course;
(d) Any act in contravention of this Agreement, per O.C.G.A. § 14-8-18(h);
(e) Voluntary dissolution;
(f) Incurrence of indebtedness exceeding $[________________________________];
(g) Entering into contracts exceeding $[________________________________];
(h) Commencement or settlement of litigation;
(i) Change in business nature;
(j) Making or revoking material tax elections, including the Georgia entity-level tax election;
(k) Any transaction between the Partnership and a Partner or Affiliate;
(l) Assignment of partnership property for the benefit of creditors, per O.C.G.A. § 14-8-9(3)(a).

5.3 Meetings.
(a) Any Partner may call a meeting upon at least ten (10) business days' prior written notice.
(b) Regular meetings shall be held ☐ monthly / ☐ quarterly / ☐ as needed.
(c) Partners may participate by telephone, video conference, or other electronic means.

5.4 Quorum and Voting. Partners holding a majority of the Percentage Interests shall constitute a quorum. Each Partner votes in proportion to its Percentage Interest. Under O.C.G.A. § 14-8-18(h), any difference arising as to ordinary matters may be decided by a majority of the Partners, but no act in contravention of any agreement between the Partners may be done rightfully without the consent of all Partners.

5.5 Managing Partner. The Partners may designate one or more "Managing Partners" by unanimous consent. The Managing Partner shall have authority to:
(a) Execute contracts within approved budgets;
(b) Hire and terminate employees and contractors;
(c) Maintain bank accounts and authorize expenditures;
(d) Take actions necessary for ordinary course business.

The Managing Partner shall be compensated as set forth on Schedule A or as otherwise agreed. The Managing Partner may be removed by unanimous vote of the non-managing Partners.

5.6 Actions Without Meeting. Actions may be taken by written consent (including email or electronic means) of Partners holding the requisite Percentage Interest.

5.7 Deadlock. If the Partners cannot agree after thirty (30) days of good-faith deliberation, the matter shall be submitted to mediation per Section 14.1.

5.8 Authority to Bind. Under O.C.G.A. § 14-8-9, every Partner is an agent of the Partnership for purposes of its business, and the act of every Partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the Partnership, binds the Partnership. The Partnership is not bound by acts outside the apparent scope of the business unless authorized by the other Partners.

6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners and to the Partnership, as of the Effective Date:

6.1 Due Authority. Such Partner has full legal right, power, and authority to execute and perform this Agreement.

6.2 No Conflict. Execution and performance do not conflict with any organizational document, law, or material agreement.

6.3 Investment Purpose. Such Partner is acquiring its Interest for its own account.

6.4 Sophistication; Independent Advice. Such Partner is sophisticated and has had the opportunity to consult independent legal, tax, and financial advisors.

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

6.6 No Litigation. There is no pending or threatened Proceeding that would impair performance.

6.7 Georgia Compliance. Each Partner acknowledges Georgia's unique use of the original UPA (1914) and agrees to comply with all applicable Georgia registration, licensing, and regulatory requirements.

6.8 Survival. Representations survive for [____] years, except Sections 6.1 and 6.2, which survive indefinitely.

7. COVENANTS AND RESTRICTIONS

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

7.2 Non-Compete. During the term and for [____] months after dissolution, withdrawal, or expulsion, no Partner shall, without prior written consent, engage in any competitive business within [________________________________] (geographic scope). Georgia law generally enforces reasonable restrictive covenants. Pursuant to O.C.G.A. § 13-8-53 et seq. (Georgia Restrictive Covenants Act, effective for agreements entered into on or after May 11, 2011), courts may modify overly broad restrictions to make them reasonable rather than striking them entirely. This non-compete shall be interpreted and enforced in accordance with the Georgia Restrictive Covenants Act.

7.3 Non-Solicitation. During the term and for [____] months after separation, no Partner shall solicit employees, contractors, customers, or clients of the Partnership without consent.

7.4 Confidentiality.
(a) Each Partner shall maintain in strict confidence all Confidential Information of the Partnership.
(b) This obligation is in addition to protections under the Georgia Trade Secrets Act, O.C.G.A. § 10-1-760 et seq.
(c) Confidentiality obligations survive dissolution for [____] years.

7.5 Fiduciary Duties. Under Georgia partnership law, each Partner owes fiduciary duties to the Partnership and the other Partners. These include:
(a) Duty of Loyalty: Every Partner must account to the Partnership for any benefit and hold as trustee for the Partnership any profits derived by the Partner without the consent of the other Partners from any transaction connected with the Partnership, per O.C.G.A. § 14-8-21.
(b) Good Faith: Each Partner shall act in good faith in all Partnership dealings and transactions.
(c) Duty to Render Information: Every Partner shall render on demand true and full information of all things affecting the Partnership to any Partner, per O.C.G.A. § 14-8-20.

7.6 Notice of Material Matters. Each Partner shall promptly notify the other Partners of any material breach, adverse change, threatened Proceeding, or matter having a material adverse effect.

7.7 Devotion of Time. Each Partner shall devote such time as reasonably necessary. [Alternatively: The Managing Partner shall devote ☐ full-time / ☐ substantially full-time / ☐ such time as reasonably required.]

8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year (the "Fiscal Year") shall end on [________________________________] of each year.

8.2 Method of Accounting. The Partnership's books shall be maintained on the ☐ cash / ☐ accrual basis, consistently applied, in accordance with GAAP.

8.3 Books and Records. The Partnership shall maintain at its principal office:
(a) A current list of Partners' names and addresses;
(b) A copy of this Agreement and all amendments;
(c) Federal, Georgia, and local income tax returns for the three most recent Fiscal Years;
(d) Financial statements for the three most recent Fiscal Years;
(e) Records of Capital Contributions, distributions, and Capital Account balances;
(f) Minutes of meetings and records of actions without meeting;
(g) A record of all partnership property, consistent with O.C.G.A. § 14-8-8.

The foregoing shall be maintained in accordance with O.C.G.A. § 14-8-19 (right to an account). Under O.C.G.A. § 14-8-19, the partnership books shall be kept at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

8.4 Inspection Rights. Each Partner has the right at all times to access, inspect, and copy the Partnership's books and records at the principal office, per O.C.G.A. § 14-8-19.

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

8.6 Financial Statements. The Partnership shall deliver:
(a) Annual financial statements within ninety (90) days of fiscal year end;
(b) Quarterly unaudited reports within thirty (30) days of quarter end.

8.7 Independent Audit. The Partners may engage an independent CPA for audit at Partnership expense by majority vote.

8.8 Right to Formal Account. Under O.C.G.A. § 14-8-22, any Partner has the right to a formal account as to partnership affairs if the Partner is wrongfully excluded from the partnership business or its possession of partnership property by the co-Partners, or under other circumstances rendering it just and reasonable.

9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall obtain and maintain:
(a) Commercial General Liability Insurance with minimum coverage of $[________________________________] per occurrence and $[________________________________] aggregate;
(b) Property Insurance covering Partnership property at replacement value;
(c) Workers' Compensation Insurance as required by the Georgia Workers' Compensation Act, O.C.G.A. § 34-9-1 et seq., if the Partnership has three (3) or more employees (including Partners actively working in the business);
(d) Professional Liability Insurance (if applicable) with minimum coverage of $[________________________________] per claim;
(e) Commercial Automobile Insurance (if applicable);
(f) Such other insurance as the Partners reasonably determine.

9.2 Additional Insured. Each Partner shall be named as additional insured where feasible.

9.3 Risk Management. The Partnership shall implement risk management policies consistent with industry standards and applicable Georgia regulations.

9.4 Notice of Claims. Each Partner shall promptly notify the Partnership of any event that may give rise to an insurance claim.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification by the Partnership. The Partnership shall indemnify, defend, and hold harmless each Partner and such Partner's 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 (collectively, "Losses") incurred in any Proceeding arising out of the Partnership's business, provided the Indemnitee acted in good faith and within the scope of the Partnership's business.

Under O.C.G.A. § 14-8-18(b), the Partnership shall indemnify every Partner in respect of payments made and personal liabilities reasonably incurred by the Partner in the ordinary and proper conduct of the Partnership's business, or for the preservation of its business or property.

10.2 Indemnification by Partners. Each Partner shall indemnify the other Partners and the Partnership from Losses arising from:
(a) Breach of this Agreement;
(b) Fraud, gross negligence, or willful misconduct;
(c) Unauthorized acts outside Partnership business.

10.3 Advance of Expenses. The Partnership may advance reasonable expenses incurred in defending any Proceeding, subject to repayment if indemnification is not warranted.

10.4 Limitation of Liability.
(a) No Partner shall be liable to the Partnership or other Partners except for: (i) breach of fiduciary duty; (ii) intentional misconduct or knowing violation of law; (iii) improper personal benefit; or (iv) breach of this Agreement.
(b) Aggregate Liability Cap. $[________________________________] (the "Liability Cap"), except for fraud, willful misconduct, or knowing violation of law.
(c) No Consequential Damages. No Partner shall be liable for indirect, incidental, special, consequential, or punitive damages, except for fraud or willful misconduct.

10.5 Exculpation. No Partner shall be liable for honest mistakes of judgment or good-faith reliance on professional advice.

10.6 Joint and Several Liability. Under O.C.G.A. § 14-8-15, all Partners are jointly and severally liable for all debts and obligations of the Partnership. Under O.C.G.A. § 14-8-13, the Partnership is bound by the wrongful act or omission of any Partner acting in the ordinary course of business, and the Partnership is liable therefor. Under O.C.G.A. § 14-8-14, the Partnership is bound by a Partner's breach of trust or misapplication of money or property.

11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer any Partnership Interest without:
(a) Compliance with applicable securities laws;
(b) Prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests;
(c) The 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 offer the Interest to the other Partners on the same terms. The non-transferring Partners shall have thirty (30) days to elect to purchase, pro rata.

11.3 Assignee's Rights. Under O.C.G.A. § 14-8-27, a conveyance by a partner of his or her interest in the partnership does not by itself dissolve the partnership. An assignee of a Partner's interest is not entitled to interfere in the management or administration of the Partnership's business, require any information or account of partnership transactions, or inspect the partnership books. The assignee is only entitled to receive the profits to which the assigning partner would otherwise be entitled, per O.C.G.A. § 14-8-27(1).

11.4 Admission of New Partners. New Partners require unanimous consent and execution of a joinder agreement (Schedule C). Under O.C.G.A. § 14-8-18(g), no person can become a member of a partnership without the consent of all the partners.

11.5 Withdrawal.
(a) A Partner may withdraw upon ninety (90) days' prior written notice.
(b) A withdrawing Partner receives fair market value, payable ☐ in a lump sum / ☐ in [____] monthly installments.
(c) Withdrawal of a Partner causes dissolution under the Georgia UPA (O.C.G.A. § 14-8-29), unless this Agreement provides for continuation. The Partners expressly agree that, notwithstanding the default rule under O.C.G.A. § 14-8-29, the withdrawal of a single Partner shall not dissolve the Partnership if the remaining Partners unanimously elect to continue the business within thirty (30) days of the withdrawal.

11.6 Valuation. Fair market value shall be determined by mutual agreement or, failing agreement within thirty (30) days, by an independent appraiser.

12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Causes of Dissolution. Under the Georgia UPA (O.C.G.A. § 14-8-29 through § 14-8-32), dissolution of a partnership is caused by:
(a) Termination of the definite term or particular undertaking specified in this Agreement;
(b) The express will of any Partner when no definite term or particular undertaking is specified (partnership at will), per O.C.G.A. § 14-8-29(1)(b);
(c) The express will of all Partners who have not assigned their interests or had their interests charged for their separate debts, per O.C.G.A. § 14-8-29(1)(c);
(d) The expulsion of any Partner from the business in accordance with the partnership agreement, per O.C.G.A. § 14-8-29(1)(d);
(e) An event that makes it unlawful for the business to continue;
(f) The death of any Partner, per O.C.G.A. § 14-8-29(4);
(g) The bankruptcy of any Partner, per O.C.G.A. § 14-8-29(5);
(h) By decree of court under O.C.G.A. § 14-8-32.

IMPORTANT: Under the Georgia UPA (which follows the original 1914 UPA), many events that would merely cause "dissociation" under RUPA states instead cause "dissolution" in Georgia. This Agreement provides for continuation of the Partnership in many circumstances that would otherwise trigger dissolution, as provided in Sections 12.2 and 11.5(c).

12.2 Continuation After Dissolution Events.
(a) Notwithstanding the dissolution triggers in Section 12.1, the remaining Partners may, within thirty (30) days of any dissolution event (other than a judicial decree or unlawful continuation), unanimously elect to continue the Partnership's business by purchasing the departing Partner's interest at fair market value.
(b) If the remaining Partners elect to continue, the Partnership shall not terminate, and the departing Partner (or the estate of a deceased Partner) shall be entitled to receive the value of such Partner's interest as of the date of dissolution, determined in accordance with Section 11.6.
(c) This continuation provision is intended to override the default dissolution rules of the Georgia UPA to the fullest extent permitted by law.

12.3 Dissolution by Court Decree. Under O.C.G.A. § 14-8-32, the court may decree dissolution of a partnership on application by or for a Partner when:
(a) A Partner has been declared a lunatic or of unsound mind;
(b) A Partner becomes in any way incapable of performing his or her part of the partnership contract;
(c) A Partner has been guilty of conduct tending to affect prejudicially the carrying on of the business;
(d) A Partner willfully or persistently breaches the partnership agreement or conducts himself or herself in matters relating to the partnership business so that it is not reasonably practicable to carry on the business in partnership with him or her;
(e) The business of the partnership can only be carried on at a loss; or
(f) Other circumstances render dissolution equitable.

12.4 Notice of Dissolution. Upon dissolution, the Partnership shall provide notice to creditors and other third parties, including publication in a newspaper of general circulation in the county where the Partnership's principal office is located, in accordance with O.C.G.A. § 14-8-35.

12.5 Winding Up and Settlement. Upon dissolution (unless the Partnership is continued under Section 12.2):
(a) The Partners shall wind up the Partnership's affairs in accordance with O.C.G.A. § 14-8-30 and § 14-8-37;
(b) Under O.C.G.A. § 14-8-38, when dissolution is not caused wrongfully, Partnership property shall be applied to discharge liabilities, and the surplus shall be applied to pay each Partner's capital contribution and then distribute profits;
(c) Creditors of the Partnership have priority over individual Partner claims;
(d) The order of payment from Partnership assets shall be: (i) debts to persons other than Partners; (ii) debts to Partners other than for capital and profits; (iii) return of capital contributions; and (iv) distribution of profits, per O.C.G.A. § 14-8-40;
(e) File any required documents with the Georgia Secretary of State, DOR, and county offices;
(f) Cancel any trade name registrations.

12.6 Rights After Wrongful Dissolution. Under O.C.G.A. § 14-8-38(2), if dissolution is caused in contravention of the partnership agreement:
(a) Each Partner who has not caused dissolution wrongfully has all the rights specified for rightful dissolution plus the right to damages for breach of the agreement;
(b) The non-wrongful Partners may continue the business in the same name during the agreed term, provided they secure the wrongful Partner's interest by bond or pay the value of such interest in cash, less damages caused by the wrongful dissolution.

12.7 LLP Election and Dissolution. If the Partnership has elected LLP status under O.C.G.A. § 14-8-62, dissolution of the Partnership automatically cancels the LLP election unless the remaining Partners continue the business and file an amendment to the LLP certificate.

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 not dismissed within sixty (60) days;
(c) Makes an assignment for the benefit of creditors;
(d) Fails to make a required Capital Contribution;
(e) Is convicted of a felony;
(f) Engages in fraud, embezzlement, or willful misconduct regarding Partnership business;
(g) Breaches fiduciary duties under O.C.G.A. § 14-8-21 (duty to account);
(h) Violates the non-compete, non-solicitation, or confidentiality provisions of this Agreement.

13.2 Remedies. Upon Default, the Non-Defaulting Partners may:
(a) Suspend the Defaulting Partner's management rights;
(b) Purchase the Defaulting Partner's Interest at the lesser of fair market value or book value, less damages;
(c) Offset distributions;
(d) Expel the Defaulting Partner (constituting dissolution with continuation under Section 12.2);
(e) Seek specific performance, injunctive relief, or other equitable remedies;
(f) Pursue dissolution under Section 12;
(g) Seek damages at law for breach of the Agreement.

13.3 Cumulative Remedies. Remedies are cumulative and not exclusive.

13.4 Attorneys' Fees. The prevailing party in any enforcement action shall recover reasonable attorneys' fees and litigation expenses per O.C.G.A. § 13-6-11 (if applicable) or as otherwise provided by law or equity.

14. DISPUTE RESOLUTION

14.1 Negotiation and Mediation. The Partners shall first attempt to resolve any Dispute by direct negotiation. If not resolved within thirty (30) days, the Partners shall submit to non-binding mediation administered by the AAA or a mutually agreed mediator in [________________________________], Georgia. Costs shall be shared equally.

14.2 Mandatory Arbitration. If mediation fails 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: [________________________________], Georgia;
(b) Single arbitrator with at least ten (10) years of experience in partnership or business disputes;
(c) Reasoned written award within sixty (60) days;
(d) The arbitrator may award monetary damages, injunctive relief, and attorneys' fees.

14.3 Injunctive Relief; Exclusive Jurisdiction.
(a) Any Partner may seek injunctive relief or specific performance in the Superior Court of [________________________________] County, Georgia, or the United States District Court for the [Northern / Middle / Southern] District of Georgia (the "Exclusive Jurisdiction Courts").
(b) The Partners waive any objection to venue, jurisdiction, or forum non conveniens.

14.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE GEORGIA 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. Note: Georgia courts enforce jury trial waivers in commercial agreements where the waiver is knowing, voluntary, and intelligent.

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

14.6 Enforcement. Judgment on the arbitral award may be entered in any court of competent jurisdiction, including the courts of the State of Georgia.

15. GENERAL PROVISIONS

15.1 Amendments. This Agreement may be amended only by written instrument executed by all Partners.

15.2 Waiver. No failure or delay in exercising any right operates as a waiver.

15.3 Entire Agreement. This Agreement (including Schedules) constitutes the entire agreement 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 effect. Under the Georgia Restrictive Covenants Act (O.C.G.A. § 13-8-53 et seq.), courts may modify overbroad restrictive covenants rather than invalidate them entirely.

15.5 Successors and Assigns. This Agreement binds and benefits the Partners and their 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 email delivery;
(c) One (1) business day after deposit with nationally recognized overnight courier;
(d) Three (3) business days after mailing 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. Electronic signatures are binding per the Georgia Uniform Electronic Transactions Act, O.C.G.A. § 10-12-1 et seq.

15.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, 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) caused by a "Force Majeure Event" (acts of God, fire, flood, pandemic, war, terrorism, government action, etc.), provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate.

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. "Including" means "including, without limitation."

15.12 Further Assurances. Each Partner shall execute such additional documents as reasonably necessary.

16. GEORGIA-SPECIFIC PROVISIONS

16.1 Georgia Uniform Partnership Act (1914). This Partnership is governed by the Georgia Uniform Partnership Act, codified at O.C.G.A. § 14-8-1 through § 14-8-45 (Chapter 8 of Title 14). Georgia is one of the few states that still follows the original Uniform Partnership Act (1914) rather than the Revised Uniform Partnership Act (RUPA, 1997). Key differences from RUPA states include:

16.2 Key Georgia UPA Statutory Provisions.

16.3 No State Formation Filing Required. General partnerships in Georgia are not required to file a formation document with the Georgia Secretary of State. However, the following registrations and filings may be required:

Georgia Secretary of State Contact Information:

• Address: 2 Martin Luther King Jr. Drive SE, Suite 313, West Tower, Atlanta, GA 30334
• Phone: (404) 656-2817
• Website: https://sos.ga.gov
• Business Filing Portal: https://ecorp.sos.ga.gov

16.4 Georgia Tax Treatment of Partnerships.
(a) Partnership Return. The Partnership must file Georgia Form 700 (Partnership Tax Return) with the Georgia Department of Revenue. When the entity-level tax election is not made, Form 700 is an information return.
(b) Entity-Level Tax Election. For tax years beginning on or after January 1, 2022, the Partnership may elect to pay Georgia income tax at the entity level on Form 700. The entity-level tax rate is the same as the individual income tax rate (currently 5.39% for 2025, subject to further reduction). If elected, the income tax is paid by the Partnership rather than by the individual Partners.
(c) Individual Partner Tax. Without the entity-level election, Partners include their distributive share of Partnership income in their Georgia individual income tax returns (Form 500 for residents; Form 500NR for nonresidents).
(d) Nonresident Withholding. The Partnership must withhold Georgia income tax on the distributive share of income allocable to nonresident Partners, unless an exemption applies.
(e) Georgia Income Tax Rate. Georgia's individual income tax rate is currently 5.39% (2025 rate). Georgia has enacted legislation to transition to a flat income tax rate, with further reductions possible in future years.
(f) Filing Deadlines. Georgia Form 700 is 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.
(g) Estimated Tax. If the entity-level election is made, estimated tax payments are required.

Georgia Department of Revenue Contact Information:

• Address: 1800 Century Boulevard NE, Atlanta, GA 30345
• Phone: (877) 423-6711
• Website: https://dor.georgia.gov

16.5 Georgia Trade Name (DBA) Registration.
(a) Under O.C.G.A. § 10-1-490, every person, firm, or partnership carrying on business in Georgia under a trade name must register that name with the Clerk of the Superior Court of the county in which the business is chiefly carried on.
(b) Registration must be filed within thirty (30) days of commencing business under the trade name.
(c) The registration must include: the trade name, the names and addresses of all persons conducting business under the trade name, and the nature of the business.
(d) A copy of the trade name registration must be published in the local newspaper at least once a week for two (2) consecutive weeks.
(e) Failure to register may result in an inability to maintain any action in a Georgia court on any contract made under the trade name, per O.C.G.A. § 10-1-491.
(f) Filing fees vary by county. Contact the Clerk of the Superior Court in the relevant county for current fees.

16.6 Tenancy in Partnership (O.C.G.A. § 14-8-25).
(a) Under the Georgia UPA, partnership property is held in a "tenancy in partnership." This is a unique form of property ownership specific to partnerships under the 1914 UPA.
(b) Key features of tenancy in partnership:
(i) A Partner is co-owner with the other Partners of specific partnership property, holding as a tenant in partnership;
(ii) A Partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all Partners in the same property;
(iii) A Partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the Partnership;
(iv) On the death of a Partner, the Partner's right in specific partnership property vests in the surviving Partner(s), not in the deceased Partner's heirs or estate;
(v) A Partner's right in specific partnership property is not subject to dower, curtesy, or allowances to widows, heirs, or next of kin.
(c) This is an important distinction from RUPA states, where partnership property is owned directly by the partnership entity.

16.7 Georgia Charging Orders (O.C.G.A. § 14-8-28). A court may charge the interest of a debtor Partner with payment of a judgment debt and may appoint a receiver of the Partner's share of profits. A charging order is the primary remedy for a creditor seeking to reach a Partner's interest in the Partnership.

16.8 Incoming Partner Liability. Under O.C.G.A. § 14-8-17, a person admitted as a Partner into an existing partnership is liable for all obligations of the Partnership arising before the admission, although this liability shall be satisfied only out of partnership property (not the incoming Partner's personal assets) for pre-existing obligations.

16.9 LLP Election. Georgia allows general partnerships to elect limited liability partnership (LLP) status under O.C.G.A. § 14-8-62. To elect LLP status:
(a) The partnership must file an LLP election with the Georgia Secretary of State;
(b) The filing fee is currently $100 per partner (minimum $500);
(c) The partnership name must include "L.L.P." or "Limited Liability Partnership";
(d) The election provides protection from personal liability for Partnership debts arising from the acts or omissions of other Partners;
(e) Annual renewal may be required.

16.10 County-Level Considerations. Georgia's county structure is significant for partnership operations:
(a) Georgia has 159 counties, the second-most of any state;
(b) Trade name registration is filed at the county level (Clerk of Superior Court);
(c) Business licenses are often issued at both the county and municipal level;
(d) Real property records are maintained at the county level (Clerk of Superior Court);
(e) The county in which the Partnership's principal office is located may affect venue for litigation.

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 GEORGIA
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

GEORGIA STATE-SPECIFIC COMPLIANCE CHECKLIST

☐ Partnership Agreement executed by all Partners
☐ Employer Identification Number (EIN) obtained from IRS
☐ Trade name registered with Clerk of Superior Court of [________________________________] County (if applicable)
☐ Trade name published in local newspaper for two consecutive weeks (if applicable)
☐ Georgia Department of Revenue registration completed
☐ Georgia sales tax registration obtained (if applicable)
☐ County business license obtained in [________________________________] County
☐ Municipal business license obtained in [________________________________] (city) (if applicable)
☐ Workers' compensation insurance obtained (if 3+ employees)
☐ Partnership bank account opened
☐ Federal Form 1065 filing system established
☐ Georgia Form 700 filing system established
☐ Entity-level tax election evaluated and documented
☐ Insurance policies obtained per Section 9
☐ LLP election evaluated (if liability protection desired)
☐ Real property title review completed (tenancy in partnership implications)

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 terms of the General Partnership Agreement of [________________________________] (the "Partnership"), dated [__/__/____], as amended (the "Agreement"), governed by the Georgia Uniform Partnership Act, O.C.G.A. § 14-8-1 et seq.

The New Partner acknowledges that under O.C.G.A. § 14-8-17, a person admitted as a partner into an existing partnership is liable for all obligations of the partnership arising before admission, but this liability shall be satisfied only out of partnership property for pre-existing obligations.

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

ACKNOWLEDGED AND AGREED BY EXISTING PARTNERS:

SCHEDULE D

DESCRIPTION OF PARTNERSHIP PROPERTY (IF ANY)

NOTE: Under the Georgia UPA, partnership property is held in "tenancy in partnership" (O.C.G.A. § 14-8-25). Property contributed to or acquired by the Partnership is partnership property and is subject to the rules governing tenancy in partnership. Under O.C.G.A. § 14-8-8, all property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.

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 Georgia before use. Georgia follows the original Uniform Partnership Act (1914), which differs in significant respects from the Revised Uniform Partnership Act adopted by most other states. These differences affect dissolution triggers, property ownership concepts (tenancy in partnership), and other fundamental aspects of partnership law. 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 Georgia Uniform Partnership Act, O.C.G.A. § 14-8-1 et seq.