Partnership Agreement - General (Idaho)

GENERAL PARTNERSHIP AGREEMENT

Before you use this: This agreement forms and governs an Idaho general partnership. General partners can be jointly and severally liable for partnership obligations under Idaho Code § 30-23-306(a). This agreement does not elect limited liability partnership status.

Effective date: [__/__/____]

The persons listed in Schedule A (each a “Partner”) agree to carry on the business described below as co-owners for profit under Idaho Code Title 30, Chapter 23 (the “Partnership”).

1. Name, purpose, and principal office

Partnership name: [________________________________]

Business purpose and activities: [________________________________]

Principal office: [________________________________]

Registered trade name, if any: [________________________________]

Term — select one: ☐ At will, beginning [__/__/____]. ☐ For the definite term ending [__/__/____] or until completion of [PARTICULAR UNDERTAKING: ________________________________].

The Partners will use the Partnership name for its business and will maintain the permits, registrations, accounts, and records applicable to its actual activities. A change in the principal office or name requires approval under section 4.

2. Contributions and ownership

Each Partner will make the cash, property, or service contribution stated in Schedule A by the listed date. Property contributed will be described with enough detail to identify it and any debt that remains attached. Additional contributions require a written amendment approved by all Partners. No Partner must make an unlisted additional contribution.

Percentage interests: The ownership, profit, loss, and distribution percentages are the percentages stated in Schedule A. They total 100 percent. A change requires all Partners' written consent. The Partners will document any tax allocation or capital-account treatment with their tax adviser before filing a return.

Partnership property will be held and used for Partnership purposes. A Partner does not own a transferable interest in a particular item of Partnership property. Idaho Code § 30-23-501.

3. Profits, distributions, and accounts

The Partners will maintain a separate Partnership bank account at [BANK: ________________________________]. Money received for the Partnership will be deposited there. A Partner may be reimbursed for reasonable Partnership expenses supported by receipts and approved under section 5. Draws and compensation, if any, are stated in Schedule A; no amount is guaranteed merely by a percentage interest.

After paying due obligations and keeping the reserve approved by the Partners, the Partnership may distribute available cash [MONTHLY / QUARTERLY / OTHER: __________] in the distribution percentages in Schedule A. Before each distribution, the bookkeeper will give each Partner a statement of receipts, obligations, reserve, and proposed payment. No distribution will be made if prohibited by applicable law or a binding financing agreement.

The Partners will select [NAME: ________________________________] to coordinate tax information and filings. The Partnership will provide each Partner the information reasonably needed for that Partner's own returns. This section allocates work among the Partners and does not determine tax treatment.

4. Management and authority

Each Partner may participate in management. The Partners assign ordinary duties as follows: [________________________________]. The Partnership's designated manager, if any, is [NAME: ________________________________]; that title does not remove another Partner's rights or duties under applicable law.

The following require written approval of all Partners: admitting a Partner; changing percentage interests; amending this agreement; selling substantially all business assets; borrowing more than $[________]; guaranteeing another person's debt; buying or leasing property above $[________]; changing the Partnership's principal business; and approving a dissolution or rescission where the law permits it.

Other decisions in the ordinary course require approval of [A MAJORITY OF PARTNERS / PARTNERS HOLDING ____ PERCENT OF INTERESTS]. The Partners will record each approval by dated minutes, email, or signed resolution. An emergency expenditure of up to $[________] may be made by [NAME OR ROLE: ________________________________] to protect people or property, with prompt notice to the others.

These approval limits govern the Partners internally. A person dealing with the Partnership may have rights under Idaho law despite an internal limit. If the Partners want a public statement of authority, they may separately file one under Idaho Code § 30-23-303 and review its effect and expiration before relying on it.

5. Books, information, and conflicts

The Partnership will maintain records of contributions, contracts, bank transactions, debts, property, tax filings, decisions, and distributions at its principal office stated in section 1, as Idaho Code § 30-23-408(a) provides. Each Partner may inspect and copy Partnership records on reasonable notice during regular business hours, subject to reasonable confidentiality and use restrictions consistent with Idaho Code §§ 30-23-105 and 30-23-408.

Each Partner will disclose a proposed transaction with a personal conflict, including an interest in the counterparty or a competing opportunity. The disinterested Partners may approve a specifically described transaction after full disclosure, as permitted by Idaho Code §§ 30-23-105(d) and 30-23-409(f). Approval of one transaction does not waive duties for another. The Partners retain their statutory duties of loyalty and care and the obligation of good faith and fair dealing under § 30-23-409. A Partner shall not use Partnership property for a personal purpose without written approval.

6. New Partners and transfers

A new Partner may join only under a written admission agreement approved by all existing Partners, stating the new contribution, percentage interest, effective date, and any adjustment to Schedule A. A Partner may transfer an economic interest only by a written instrument delivered to the Partnership; such a transfer alone does not admit the transferee as a Partner or grant management rights. Any proposed transfer of a full Partner position requires the same written approval and admission agreement.

7. Withdrawal, dissociation, and buyout

A Partner wishing to withdraw will give [____] days' written notice when practicable. A notice requirement does not eliminate a Partner's statutory power to dissociate under Idaho Code § 30-23-602(a). The date and effect of dissociation are determined under the applicable law and this agreement.

After dissociation, the former Partner ceases participating in management except as applicable law permits for winding up. Idaho Code § 30-23-603. Duties concerning matters arising before dissociation and liabilities incurred while a Partner are preserved; this agreement does not declare the preexisting duty of loyalty extinguished. The Partners will promptly update bank authorizations and notify material counterparties as appropriate.

If the Partnership continues instead of winding up, it will purchase the dissociated Partner's transferable interest at [VALUATION METHOD: ________________________________], measured as of [DATE OR TRIGGER: ________________________________]. An independent appraiser will be selected by [PROCESS: ________________________________] if the value is disputed. Payment terms: [________________________________]. The parties will account separately for outstanding loans, approved expenses, and losses caused by a proven breach. A buyout does not release any creditor's claim without that creditor's agreement.

8. Dissolution and winding up

The Partnership will dissolve upon an event in this agreement or a cause under Idaho Code § 30-23-801. A Partner's departure has different consequences for a partnership at will and one for a definite term or undertaking; the Partners will apply the actual category selected in section 1 and the statute before treating the business as continuing.

On dissolution, [NAME OR ROLE: ________________________________] will coordinate winding up, subject to Idaho Code § 30-23-802. The winding-up person will collect receivables, preserve assets, close business commitments, pay or reserve for liabilities, and give the Partners a final account. Remaining property will be distributed according to the Partners' lawful entitlements after obligations are resolved. The Partnership may file a statement of dissolution under § 30-23-802(b)(2)(A); this agreement does not treat that optional filing as a substitute for winding up.

9. Disputes and general terms

A Partner will give the others written notice of a claimed breach, describing the facts and requested cure. The Partners will meet within [____] days and may choose mediation in [COUNTY], Idaho. Either may seek appropriate relief in a court with jurisdiction. This process does not prevent urgent relief or alter a mandatory statutory right.

Idaho law governs this agreement, subject to mandatory law. Notices are effective when received at the postal or email addresses in Schedule A, unless a Partner gives an updated address in writing. An amendment must be in writing and signed by all Partners. If a term cannot be enforced, the remaining terms continue to the extent they can operate fairly and lawfully. This agreement and its signed schedules state the Partners' agreement on these subjects; they do not bind a creditor or other third party without that person's agreement.

10. Signatures

Each Partner has read this agreement and Schedule A and agrees to its terms. Add signature blocks for every Partner.

Partner 1 signature: ______________________________ Date: [__/__/____]

Printed name: [________________________________]

Partner 2 signature: ______________________________ Date: [__/__/____]

Printed name: [________________________________]

Additional Partner signature: ______________________________ Date: [__/__/____]

Printed name: [________________________________]

SCHEDULE A — PARTNERS, CONTRIBUTIONS, AND INTERESTS

Schedule A approved by all Partners on: [__/__/____]

Partner initials: [____] [____] [____]

SOURCES AND REFERENCES

• Idaho Code Title 30, Chapter 23 (General Partnerships) — https://legislature.idaho.gov/statutesrules/idstat/title30/t30ch23/