General Partnership Agreement (Louisiana)

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GENERAL PARTNERSHIP AGREEMENT

STATE OF LOUISIANA

LOUISIANA CIVIL LAW NOTICE

IMPORTANT: Louisiana is the only state in the United States operating under a civil law system derived from French and Spanish legal traditions, rather than English common law. Louisiana partnership law is governed by the Louisiana Civil Code, Title XI, Articles 2801-2835, NOT by the Uniform Partnership Act (UPA) or Revised Uniform Partnership Act (RUPA) adopted by other states. Key distinctions include:

A Louisiana partnership is a juridical person (legal entity) distinct from its partners (La. Civ. Code Art. 2801)
Partners are liable for their virile share (equal share among number of partners) of partnership debts (La. Civ. Code Art. 2817)
Partners may plead discussion (requiring creditors to exhaust partnership assets first) (La. Civ. Code Art. 2817)
Each partner is a mandatary (agent) of the partnership for ordinary business matters (La. Civ. Code Art. 2814)
Partnership ownership of immovable property (real estate) requires a written partnership contract filed with the Secretary of State (La. Civ. Code Art. 2806)
Non-competition provisions must strictly comply with La. R.S. 23:921 to be enforceable

This GENERAL PARTNERSHIP AGREEMENT (this "Agreement") is made and entered into as of the [____] day of [________________________________], [________] (the "Effective Date"), by and among the undersigned partners (each individually a "Partner" and collectively the "Partners").

ARTICLE I - PARTNERSHIP FORMATION AND NAME

Section 1.1 Formation of Partnership

The Partners hereby form a general partnership (the "Partnership") pursuant to Louisiana Civil Code Article 2801, which defines a partnership as a juridical person, distinct from its partners, created by a contract between two or more persons to combine their efforts or resources in determined proportions and to collaborate at mutual risk for their common profit or commercial benefit.

Section 1.2 Partnership Name

The Partnership shall conduct business under the following name:

Partnership Name: [________________________________]

Pursuant to Louisiana Civil Code Article 2805, the Partnership may adopt a name with or without the inclusion of the names of any partners.

☐ The Partnership name includes the name(s) of one or more Partners
☐ The Partnership name does not include any Partner names

Section 1.3 Trade Name (if applicable)

☐ The Partnership will also conduct business under the following trade name(s) (d/b/a):

Trade Name: [________________________________]

Note: Trade name registration with the Louisiana Secretary of State is separate from partnership registration.

ARTICLE II - PRINCIPAL PLACE OF BUSINESS

Section 2.1 Principal Office Location

The principal place of business of the Partnership shall be:

Street Address: [________________________________]

City: [________________________________]

Parish: [________________________________]

State: Louisiana

ZIP Code: [________]

Section 2.2 Additional Locations

☐ The Partnership will maintain additional business locations at:

Location 1: [________________________________], [________________________________] Parish, Louisiana

Location 2: [________________________________], [________________________________] Parish, Louisiana

Section 2.3 Change of Principal Place of Business

The principal place of business may be changed by:

☐ Unanimous consent of all Partners
☐ Majority vote of Partners (by Percentage Interest)
☐ Decision of the Managing Partner(s)

Any change shall be reflected in an amendment to this Agreement and filed with the Louisiana Secretary of State as required by law.

ARTICLE III - PURPOSE OF PARTNERSHIP

Section 3.1 Business Purpose

The Partnership is formed for the following lawful business purpose(s):

[________________________________]

Section 3.2 Partnership Powers

In furtherance of its purposes, the Partnership shall have all powers permitted by Louisiana law for a general partnership, including but not limited to:

(a) Acquiring, owning, managing, improving, developing, leasing, and disposing of movable and immovable property;

(b) Entering into contracts, leases, and other agreements;

(d) Opening and maintaining bank accounts and investment accounts;

(e) Employing agents, employees, managers, and independent contractors;

(f) Suing and being sued in the Partnership name;

(g) Engaging in any lawful activity incidental to the stated business purpose; and

(h) Performing all other acts necessary or appropriate to accomplish the Partnership's business objectives.

Section 3.3 Prohibited Activities

The Partnership shall not:

(a) Engage in any activity that violates applicable federal, state, or local law;

(b) Take any action that would cause the Partnership to be classified as an association taxable as a corporation for federal income tax purposes, unless unanimously approved by the Partners;

(c) Engage in activities materially outside the scope of the stated business purpose without Partner approval as specified herein; or

(d) [________________________________]

ARTICLE IV - CAPITAL CONTRIBUTIONS

Section 4.1 Initial Capital Contributions

Pursuant to Louisiana Civil Code Article 2808, each Partner owes the Partnership all that the Partner has agreed to contribute to it. Each Partner shall make an initial Capital Contribution to the Partnership in the amount, form, and manner set forth in Schedule A attached hereto.

Section 4.2 Types of Capital Contributions

Capital Contributions may consist of one or more of the following (as specified in Schedule A):

☐ Cash
☐ Movable property (personal property)
☐ Immovable property (real property)
☐ Services (valued at fair market value)
☐ Promissory notes or other evidence of indebtedness
☐ Intellectual property, patents, trademarks, or copyrights
☐ Other: [________________________________]

Section 4.3 Valuation of Non-Cash Contributions

The fair market value of any non-cash Capital Contribution shall be determined by:

☐ Mutual agreement of all Partners
☐ Independent appraisal by a qualified appraiser selected by the Partners
☐ Formula: [________________________________]
☐ Other method: [________________________________]

Section 4.4 Timing of Initial Contributions

Initial Capital Contributions shall be made as follows:

☐ In full on or before the Effective Date of this Agreement
☐ In full within [____] days after the Effective Date
☐ In installments according to the following schedule:

Installment	Amount/Percentage	Due Date
First	[________________________________]	[__/__/____]
Second	[________________________________]	[__/__/____]
Third	[________________________________]	[__/__/____]
Final	[________________________________]	[__/__/____]

☐ Upon demand by the Managing Partner(s) with at least [____] days' written notice

Section 4.5 Additional Capital Contributions

(a) Mandatory Additional Contributions: No Partner shall be required to make any Capital Contribution beyond the initial Capital Contribution set forth in Schedule A except:

☐ With the unanimous written consent of all Partners
☐ With the approval of Partners holding at least [____]% of Percentage Interests (Supermajority)
☐ As specifically provided in Schedule A or a written amendment thereto
☐ In proportion to Percentage Interests when determined necessary by [unanimous/majority] vote

(b) Voluntary Additional Contributions: A Partner may make voluntary additional Capital Contributions only with the written consent of:

☐ All other Partners
☐ Partners holding a majority of Percentage Interests

☐ Adjust the contributing Partner's Percentage Interest proportionately
☐ Be treated as a loan to the Partnership bearing interest at [____]% per annum
☐ Not affect existing Percentage Interests unless otherwise agreed in writing

Section 4.6 Failure to Make Required Capital Contributions

If any Partner (the "Defaulting Partner") fails to make a required Capital Contribution within [____] days after the due date, the following remedies shall be available:

(a) Interest: The Defaulting Partner shall pay interest on the unpaid amount at the rate of [____]% per annum from the due date until paid;

(b) Advancement by Non-Defaulting Partners: The non-defaulting Partners may, by [unanimous/majority] consent, advance the amount of the deficiency. Such advancing Partners shall be entitled to:

☐ Repayment with interest at [____]% per annum
☐ A proportionate increase in their Percentage Interests
☐ A security interest in the Defaulting Partner's Partnership Interest

(c) Reduction of Interest: The non-defaulting Partners may, by [unanimous/majority] consent, reduce the Defaulting Partner's Percentage Interest proportionately to reflect the capital deficiency;

(d) Expulsion: The Defaulting Partner may be expelled from the Partnership pursuant to Article XII of this Agreement; and

(e) Other Remedies: The Partnership and non-defaulting Partners shall retain all other rights and remedies available at law or in equity.

Section 4.7 Capital Accounts

The Partnership shall maintain a separate Capital Account for each Partner. Each Partner's Capital Account shall be:

(a) Credited with the Partner's Capital Contributions;
(b) Credited with allocations of Net Profits to the Partner;
(c) Debited with allocations of Net Losses to the Partner;
(d) Debited with distributions to the Partner; and
(e) Otherwise adjusted as required by applicable tax regulations or as agreed by the Partners.

Section 4.8 No Interest on Capital Contributions

No Partner shall be entitled to receive interest on Capital Contributions except:

☐ Interest is not payable on Capital Contributions
☐ Interest shall be paid at [____]% per annum on unreturned Capital Contributions

Section 4.9 Return of Capital

Except as specifically provided in this Agreement or upon dissolution and winding up of the Partnership, no Partner shall have the right to demand or receive the return of any Capital Contribution.

ARTICLE V - PROFIT AND LOSS ALLOCATION

Section 5.1 Allocation Among Partners

Pursuant to Louisiana Civil Code Article 2803, each Partner participates equally in profits, commercial benefits, and losses of the Partnership unless the Partners have agreed otherwise. The Partners hereby agree to the following allocation:

(a) Profits: Net Profits of the Partnership for each fiscal year shall be allocated among the Partners as follows:

☐ In proportion to their respective Percentage Interests as set forth in Schedule A
☐ Equally among all Partners regardless of Percentage Interests
☐ According to the following formula or schedule: [________________________________]

(b) Losses: Net Losses of the Partnership for each fiscal year shall be allocated among the Partners as follows:

Section 5.2 Louisiana Civil Code Article 2804 - Single Category Participation

Pursuant to Louisiana Civil Code Article 2804, if this Agreement establishes the extent of Partner participation in only one category (profits, commercial benefits, losses, or distribution of assets other than capital contributions), Partners participate to that extent in each category unless this Agreement or the nature of the participation indicates a different intent.

Section 5.3 Prohibition on Excluding Partner from Profits

Pursuant to Louisiana Civil Code Article 2803, a provision in a partnership contract that excludes a Partner from participation in profits is null and void. Any purported provision to that effect shall be unenforceable.

Section 5.4 Special Allocations

The Partners may agree to special allocations of specific items of income, gain, loss, deduction, or credit. Any such special allocation must be:

(a) Documented in a written amendment to this Agreement or in the minutes of a Partner meeting;
(b) Approved by [all Partners/Partners holding at least [____]% of Percentage Interests]; and
(c) Consistent with applicable federal and state tax law requirements.

Section 5.5 Tax Allocations

For federal and Louisiana state income tax purposes, each item of Partnership income, gain, loss, deduction, and credit shall be allocated among the Partners in accordance with the allocations of corresponding items of Net Profits and Net Losses, except as otherwise required by the Internal Revenue Code, Treasury Regulations, or Louisiana law.

Section 5.6 Effect of Loss Stipulation on Third Persons

Pursuant to Louisiana Civil Code Article 2815, the Partners acknowledge and agree that any provision in this Agreement that a Partner shall not participate in losses does not affect the rights of third persons with respect to Partnership obligations.

Section 5.7 Fiscal Year

The fiscal year of the Partnership shall be:

☐ The calendar year (January 1 through December 31)
☐ The following fiscal year: [________________________________] through [________________________________]

ARTICLE VI - MANAGEMENT AND VOTING RIGHTS

Section 6.1 Management Structure

The Partnership shall be managed under the following structure (select one):

☐ Partner-Managed Partnership: All Partners shall participate equally in the management and conduct of the Partnership's business. Each Partner shall have the authority to act on behalf of the Partnership in the ordinary course of business.

☐ Managing Partner(s): The following Partner(s) shall serve as Managing Partner(s) with primary authority and responsibility for managing the day-to-day operations of the Partnership:

Managing Partner Name	Title	Authority Scope
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

☐ Management Committee: A Management Committee consisting of [____] Partners shall manage the Partnership. Initial Committee members:

Committee Member Name
[________________________________]
[________________________________]
[________________________________]

Section 6.2 Voting Rights

(a) Voting Allocation: Each Partner shall have voting rights as follows:

☐ Proportional to Percentage Interest (as set forth in Schedule A)
☐ One vote per Partner regardless of Percentage Interest
☐ As specifically allocated: [________________________________]

(b) Ordinary Decisions: Except as otherwise provided in this Agreement, ordinary business decisions shall be made by:

☐ Majority vote (more than 50%) of Percentage Interests
☐ Majority vote of Partners by number
☐ Unanimous consent of all Partners
☐ Decision of the Managing Partner(s)

Section 6.3 Matters Requiring Unanimous Consent

Pursuant to Louisiana Civil Code Article 2807, unless the Partners agree otherwise, unanimity is required to amend the partnership contract, admit new Partners, terminate the Partnership, or permit a Partner to withdraw without just cause if the Partnership has been constituted for a term. The following matters shall require the unanimous written consent of all Partners:

(a) Amendment or modification of this Agreement;
(b) Admission of a new Partner to the Partnership;
(c) Voluntary termination or dissolution of the Partnership;
(d) Permission for a Partner to withdraw without just cause (if Partnership has a fixed term);
(e) Sale, lease, exchange, or other disposition of all or substantially all Partnership assets;
(f) Merger, consolidation, or conversion of the Partnership;
(g) Any act that would make it impossible to carry on the ordinary business of the Partnership;
(h) Confession of a judgment against the Partnership;
(i) Submission of a Partnership claim or liability to arbitration or reference;
(j) Acquisition or disposition of immovable property;
(k) Incurrence of any single debt or obligation exceeding $[________________________________];
(l) Guarantee of any obligation of a third party;
(m) Amendment to Schedule A (Partners and Capital Contributions);
(n) Change in the Partnership's principal business purpose;
(o) Authorization for a Partner to conduct Partnership business contrary to restrictions in this Agreement;
(p) [________________________________]; and
(q) [________________________________].

Section 6.4 Matters Requiring Supermajority Consent

The following matters shall require the approval of Partners holding at least [____]% of Percentage Interests (the "Supermajority"):

(a) Expenditure or commitment exceeding $[________________________________] in any single transaction;
(b) Borrowing or incurrence of debt exceeding $[________________________________];
(c) Entry into any contract with a term exceeding [____] years;
(d) Hiring of any employee with annual compensation exceeding $[________________________________];
(e) Establishment or modification of employee benefit plans or retirement plans;
(f) Selection or change of Partnership's independent accountants or auditors;
(g) Settlement of any claim or lawsuit involving the Partnership exceeding $[________________________________];
(h) [________________________________]; and
(i) [________________________________].

Section 6.5 Meetings of Partners

(a) Regular Meetings: Regular meetings of the Partners shall be held:

☐ Monthly on the [____] day of each month
☐ Quarterly on [________________________________]
☐ Annually on [________________________________]
☐ As needed when called by any Partner or Managing Partner(s)

(b) Location: Meetings shall be held at [________________________________] or such other location as designated by the Managing Partner(s) or agreed by the Partners.

Section 6.6 Special Meetings

Special meetings of the Partners may be called by:

☐ Any Partner
☐ The Managing Partner(s)
☐ Partners holding at least [____]% of Percentage Interests

Section 6.7 Notice of Meetings

(a) Written notice of any meeting shall be provided to all Partners at least [____] days before the meeting date;

(b) Notice shall state the date, time, location, and purpose(s) of the meeting;

☐ Personal delivery
☐ U.S. Mail (postage prepaid)
☐ Overnight courier service
☐ Electronic mail (email) to the Partner's designated email address
☐ Facsimile transmission

(d) A Partner may waive notice before, at, or after a meeting. Attendance at a meeting constitutes waiver of notice unless the Partner objects to the transaction of business at the commencement of the meeting.

Section 6.8 Quorum

A quorum for the transaction of business at any meeting shall consist of:

☐ Partners holding at least [____]% of total Percentage Interests
☐ At least [____] Partners regardless of Percentage Interests
☐ All Partners

Section 6.9 Action Without a Meeting

Any action that may be taken at a meeting of Partners may be taken without a meeting if consented to in writing (including electronic transmission) by:

☐ All Partners
☐ Partners holding the Percentage Interests required for approval of such action

Written consents shall be filed with the Partnership records. Actions taken by written consent shall be effective as of the date the last required consent is received.

Section 6.10 Participation by Telephone or Video Conference

Partners may participate in any meeting by telephone conference, video conference, or other communications equipment by which all participants can hear and communicate with each other. Such participation shall constitute presence in person at the meeting.

Section 6.11 Deadlock Resolution

In the event of a deadlock on any matter requiring Partner approval, the Partners shall:

☐ Submit the matter to non-binding mediation by a mediator mutually agreed upon
☐ Submit the matter to binding arbitration in accordance with Article XVIII
☐ Implement buy-sell provisions allowing one Partner to buy out another
☐ Seek judicial resolution in the courts of Louisiana
☐ Other: [________________________________]

ARTICLE VII - PARTNER DUTIES

Section 7.1 Fiduciary Duties under Louisiana Law

Pursuant to Louisiana Civil Code Article 2809, every Partner owes a fiduciary duty to the Partnership and to the other Partners. This duty includes:

(a) Duty of Loyalty: Each Partner shall:

Account to the Partnership and hold as trustee any property, profit, or benefit derived from the conduct of Partnership business or from use of Partnership property;
Refrain from dealing with the Partnership as or on behalf of a party having an interest adverse to the Partnership;
Refrain from competing with the Partnership in the conduct of Partnership business; and
Not acquire for the Partner's own account a business opportunity that should belong to the Partnership.

(b) Duty of Care: Each Partner shall:

Act with the care that a person in a like position would reasonably exercise under similar circumstances;
Refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of law in conducting Partnership business.

(c) Duty of Good Faith and Fair Dealing: Each Partner shall discharge duties and exercise rights under this Agreement consistently with the obligation of good faith and fair dealing.

Section 7.2 Time and Attention

Each Partner shall devote the following time and attention to Partnership business:

☐ Full time and attention (no outside business activities)
☐ Such time as reasonably necessary to conduct Partnership business
☐ The following minimum commitment: [________________________________]
☐ As follows for each Partner:

Partner Name	Time Commitment
[________________________________]	[________________________________]
[________________________________]	[________________________________]
[________________________________]	[________________________________]

Section 7.3 Outside Activities

Partners may engage in other business activities outside the Partnership:

☐ Without any restriction
☐ With prior written notice to other Partners
☐ With prior written consent of other Partners (which shall not be unreasonably withheld)
☐ Only if such activities do not compete with the Partnership's business
☐ Subject to the following restrictions: [________________________________]

Section 7.4 Transactions with Partnership

A Partner may engage in transactions with the Partnership (including loans, leases, and contracts) only:

☐ With prior disclosure to and approval by the other Partners
☐ On terms no less favorable to the Partnership than arm's-length transactions with unrelated third parties
☐ As specifically authorized in this Agreement

Section 7.5 Partner as Creditor of Partnership

Pursuant to Louisiana Civil Code Article 2811, a Partner who acts in good faith for the Partnership may be a creditor of the Partnership for sums disbursed, obligations incurred, and losses sustained thereby.

ARTICLE VIII - DISTRIBUTIONS AND DRAWS

Section 8.1 Distributions of Available Cash

Distributions of Partnership cash or property to Partners shall be made:

☐ At such times and in such amounts as determined by unanimous consent of Partners
☐ At such times and in such amounts as determined by majority vote of Partners
☐ At such times and in such amounts as determined by the Managing Partner(s)
☐ Automatically on the following schedule:

Frequency	Timing
☐ Monthly	On or about the [____] day of each month
☐ Quarterly	Within [____] days after each calendar quarter
☐ Annually	Within [____] days after the close of each fiscal year
☐ Other	[________________________________]

Section 8.2 Amount Available for Distribution

The amount available for distribution shall be determined by [the Managing Partner(s)/majority vote of Partners/unanimous consent] after setting aside reasonable reserves for:

(a) Current operating expenses and overhead;
(b) Debt service and loan payments;
(c) Planned or anticipated capital expenditures;
(d) Taxes and governmental obligations;
(e) Contingent or unliquidated liabilities;
(f) Working capital requirements; and
(g) Such other purposes as determined appropriate.

Section 8.3 Priority of Distributions

Distributions shall be made in the following order of priority:

(a) First: To pay or reserve for Partnership debts, obligations, and operating expenses;

(b) Second: To establish and maintain reasonable reserves as determined above;

Section 8.4 Restoration of Capital upon Dissolution

Pursuant to Louisiana Civil Code Article 2803, in the absence of a contrary agreement, contributions to capital are restored to each Partner according to the contribution made. Upon dissolution and winding up:

(a) Capital Contributions shall be returned to Partners in accordance with the capital restoration provisions of Article XIV; and

(b) Any remaining assets shall be distributed to Partners according to their Percentage Interests.

Section 8.5 Partner Draws

☐ Partners shall not be entitled to periodic draws against future profits or distributions.

☐ Partners shall be entitled to periodic draws as follows:

Partner Name	Draw Amount	Frequency
[________________________________]	$[________________________________]	[________________________________]
[________________________________]	$[________________________________]	[________________________________]
[________________________________]	$[________________________________]	[________________________________]

Draws shall be charged against the drawing Partner's share of distributions for the fiscal year. Draws in excess of the Partner's share of distributions shall be treated as:

☐ A loan to the Partner bearing interest at [____]% per annum
☐ An advance against future years' distributions
☐ Other: [________________________________]

Section 8.6 Tax Distributions

To the extent cash is available, the Partnership shall distribute to each Partner prior to applicable tax payment deadlines an amount reasonably estimated to be sufficient to pay federal, Louisiana state, and local income taxes attributable to such Partner's allocable share of Partnership taxable income (the "Tax Distribution"). Tax Distributions shall be calculated based on the highest marginal individual income tax rates then in effect and shall be treated as advances against regular distributions.

Section 8.7 Distributions in Kind

Distributions of Partnership property other than cash (distributions "in kind") may be made only:

☐ With unanimous consent of all Partners
☐ With consent of the receiving Partner(s)

Property distributed in kind shall be valued at fair market value as of the date of distribution, and gain or loss shall be allocated among Partners as if such property had been sold at fair market value.

Section 8.8 Withholding

The Partnership shall withhold from distributions to any Partner any amounts required to be withheld under applicable federal, state, or local tax law. Any amounts withheld shall be treated as distributed to the Partner for purposes of this Agreement.

ARTICLE IX - TRANSFER OF PARTNERSHIP INTERESTS

Section 9.1 Restriction on Transfer

No Partner shall Transfer (as defined below) all or any portion of such Partner's Partnership Interest without compliance with this Article IX. For purposes of this Agreement, "Transfer" means any direct or indirect sale, assignment, gift, pledge, hypothecation, encumbrance, or other disposition, whether voluntary, involuntary, or by operation of law.

Section 9.2 Consent Required

Except as otherwise provided in this Article, no Partner may Transfer all or any part of such Partner's Partnership Interest without the prior written consent of:

☐ All other Partners (which may be withheld in their sole discretion)
☐ Partners holding at least [____]% of Percentage Interests (excluding the transferring Partner)

Section 9.3 Right of First Refusal

Before any Transfer to a third party, the transferring Partner ("Transferring Partner") shall comply with the following right of first refusal procedure:

(a) Offer Notice: The Transferring Partner shall deliver written notice to the Partnership and all other Partners ("Non-Transferring Partners") stating: (i) the proposed transferee's name and address; (ii) the portion of Partnership Interest to be transferred; (iii) the proposed purchase price and payment terms; and (iv) all other material terms and conditions of the proposed Transfer.

(b) Exercise Period: Within [____] days after receipt of the Offer Notice, the Non-Transferring Partners (or the Partnership, if authorized) may elect to purchase the offered Partnership Interest on the same terms and conditions by delivering written notice to the Transferring Partner.

(c) Pro Rata Allocation: If multiple Non-Transferring Partners elect to purchase, they shall purchase pro rata based on their respective Percentage Interests (excluding the Transferring Partner's Interest), unless they agree otherwise.

(d) Closing: If the right of first refusal is exercised, the closing shall occur within [____] days after the election notice, or such other date as agreed.

(e) Failure to Exercise: If the right of first refusal is not fully exercised within the Exercise Period, the Transferring Partner may complete the Transfer to the proposed transferee on terms no more favorable than those stated in the Offer Notice, provided the Transfer is completed within [____] days.

Section 9.4 Sharing Interest with Third Person

Pursuant to Louisiana Civil Code Article 2812, a Partner may share the Partner's interest in the Partnership with a third person without the consent of other Partners, but may not thereby make the third person a Partner. The Partner sharing the interest remains responsible for any damage to the Partnership caused by such third person as if the Partner caused it.

Section 9.5 Permitted Transfers

Notwithstanding the foregoing restrictions, a Partner may Transfer all or part of the Partner's Partnership Interest without consent to:

(a) A revocable living trust of which the Partner is the settlor and a beneficiary;
(b) The Partner's spouse, children, grandchildren, or parents;
(c) A family limited partnership or limited liability company in which the Partner and/or the Partner's immediate family members own all interests;
(d) [________________________________]; or
(e) Any entity wholly owned by the Partner.

Conditions: Any Permitted Transfer remains subject to the requirements of Section 9.6.

Section 9.6 Conditions to Any Transfer

Every Transfer (including Permitted Transfers) shall be subject to the following conditions:

(a) The transferee shall execute a written agreement agreeing to be bound by all terms and conditions of this Agreement;

(b) The transferee shall provide such information as reasonably requested by the Partnership and other Partners;

(d) The Transfer shall not result in the termination of the Partnership for federal income tax purposes under Internal Revenue Code Section 708 or any successor provision;

(e) The transferring Partner shall pay all legal, accounting, and other costs incurred by the Partnership in connection with the Transfer;

(f) All necessary governmental and regulatory approvals shall have been obtained; and

(g) [________________________________].

Section 9.7 Void Transfers

Any attempted Transfer in violation of this Article IX shall be null, void, and of no force or effect. The Partnership shall not recognize any such Transfer, and the purported transferee shall have no rights as a Partner or otherwise with respect to the Partnership.

Section 9.8 Transfer upon Death of Partner

Upon the death of a Partner:

☐ Mandatory Purchase: The Partnership (or the remaining Partners) shall purchase the deceased Partner's Interest from the estate at fair value, payable as provided in Section 12.6.

☐ Succession with Consent: The deceased Partner's heirs or estate may become Partners with the unanimous written consent of the remaining Partners.

☐ Automatic Succession: The deceased Partner's Interest shall pass to the Partner's designated successor(s), who shall automatically be admitted as Partner(s) upon execution of a joinder agreement.

☐ Election: The remaining Partners shall have the option, exercisable within [____] days after the Partner's death, to either (i) purchase the deceased Partner's Interest at fair value, or (ii) admit the designated successor(s) as Partner(s).

ARTICLE X - ADMISSION OF NEW PARTNERS

Section 10.1 Admission Requirements

Pursuant to Louisiana Civil Code Article 2807, unanimity is required to admit new Partners unless the Partners agree otherwise. A new Partner may be admitted to the Partnership only upon satisfaction of all of the following conditions:

(a) The unanimous written consent of all existing Partners;

(b) Execution by the new Partner of this Agreement or a written joinder agreement in form satisfactory to the existing Partners;

(d) Payment of any admission fee as determined by the existing Partners;

(e) Delivery of representations and warranties regarding the new Partner's authority, capacity, and investment intent; and

(f) Satisfaction of any other conditions reasonably imposed by the existing Partners.

Section 10.2 Amendment to Schedule A

Upon admission of a new Partner, Schedule A shall be amended to reflect:

(a) The new Partner's name, address, and contact information;
(b) The new Partner's Capital Contribution;
(c) The new Partner's Percentage Interest; and
(d) Any adjustment to existing Partners' Percentage Interests.

Section 10.3 Rights of New Partners

Unless otherwise agreed in writing, a new Partner shall have all the rights, powers, and obligations of an original Partner under this Agreement, subject to any limitations specified in the admission documents.

Section 10.4 Costs of Admission

The new Partner shall bear all costs associated with admission, including:

(a) Legal fees for preparation of admission documents;
(b) Accounting fees for any required valuations;
(c) Filing fees with the Louisiana Secretary of State; and
(d) Any other expenses incurred by the Partnership in connection with the admission.

ARTICLE XI - WITHDRAWAL OF PARTNERS

Section 11.1 Voluntary Withdrawal - Partnership with Fixed Term

Pursuant to Louisiana Civil Code Article 2807, if the Partnership has been constituted for a term, a Partner may not withdraw without just cause unless permitted by unanimous consent of the other Partners. "Just cause" for withdrawal includes:

(a) Material breach of this Agreement by another Partner that remains uncured for [____] days after written notice;
(b) A material change in the Partnership's business purpose without the withdrawing Partner's consent;
(c) Disability or incapacity preventing the Partner from performing Partnership duties;
(d) [________________________________]; or
(e) Any other circumstance that a court of competent jurisdiction determines constitutes just cause under Louisiana law.

Section 11.2 Voluntary Withdrawal - Partnership without Fixed Term

If the Partnership has no fixed term (partnership at will), a Partner may withdraw at any time upon [____] days' prior written notice to all other Partners.

Section 11.3 Effect of Withdrawal

Upon withdrawal (with or without just cause), the withdrawing Partner's rights shall be limited to receiving the fair value of the Partner's Partnership Interest, determined and paid as provided in Section 12.6.

Section 11.4 Liability for Wrongful Withdrawal

A Partner who withdraws without just cause from a Partnership constituted for a term shall be liable to the Partnership and the other Partners for damages caused by the wrongful withdrawal, including:

(a) Reasonably foreseeable economic losses to the Partnership;
(b) Costs and expenses incurred as a result of the withdrawal; and
(c) Any reduction in the value of the Partnership attributable to the withdrawal.

Such damages may be offset against amounts otherwise payable to the withdrawing Partner.

Section 11.5 Continuation of Partnership

Unless the remaining Partners elect to dissolve the Partnership, the withdrawal of a Partner shall not cause dissolution, and the Partnership shall continue with the remaining Partners.

ARTICLE XII - EXPULSION OF PARTNERS

Section 12.1 Grounds for Expulsion

A Partner may be expelled from the Partnership by the unanimous vote of all other Partners for any of the following causes:

(a) Material breach of this Agreement that is not cured within [____] days after written notice specifying the breach;

(b) Conviction of a felony or crime involving moral turpitude;

(c) Filing of a voluntary petition for bankruptcy or the entry of an order for relief against the Partner under the United States Bankruptcy Code;

(d) Assignment for the benefit of creditors or admission in writing of inability to pay debts as they become due;

(e) Appointment of a receiver, trustee, or liquidator of substantially all of the Partner's assets;

(f) Conduct that materially and adversely affects the Partnership's reputation, business, or ability to operate;

(g) Willful misconduct or gross negligence in the conduct of Partnership business;

(h) Breach of fiduciary duty owed to the Partnership or other Partners;

(i) Failure to make required Capital Contributions as provided in Section 4.6;

(j) Unauthorized competition with the Partnership;

(k) Misappropriation or conversion of Partnership funds or property;

(l) Interdiction under Louisiana law;

(m) [________________________________]; or

(n) [________________________________].

Section 12.2 Expulsion Procedure

(a) Notice: Written notice of proposed expulsion shall be delivered to the Partner (the "Respondent Partner") at least [____] days before the vote, specifying: (i) the grounds for expulsion; (ii) the factual basis for the proposed expulsion; and (iii) the date, time, and location of the meeting at which the vote will occur.

(b) Response: The Respondent Partner shall have the opportunity to submit a written response and to appear and be heard at the meeting.

(c) Vote: The vote for expulsion shall be conducted at a meeting (or by written consent) of all Partners other than the Respondent Partner. The Respondent Partner shall not vote on the expulsion.

(d) Notice of Decision: Written notice of the decision shall be delivered to the Respondent Partner within [____] days after the vote.

(e) Effective Date: Expulsion shall be effective upon delivery of the notice of decision or such later date as specified therein.

Section 12.3 Rights upon Expulsion

An expelled Partner shall be entitled to receive the fair value of such Partner's Partnership Interest, determined and paid as provided in Section 12.6, less any damages determined to be owed by the expelled Partner to the Partnership.

Section 12.4 No Dissolution

Unless the remaining Partners elect otherwise, the expulsion of a Partner shall not cause dissolution of the Partnership, and the Partnership shall continue with the remaining Partners.

Section 12.5 Non-Judicial Expulsion

The Partners acknowledge that the expulsion procedure set forth herein is intended to provide a fair process while avoiding the delays and expenses of judicial proceedings. The decision of the non-expelled Partners shall be final and binding, subject only to judicial review for fraud, bad faith, or failure to follow the procedures specified herein.

Section 12.6 Determination and Payment of Fair Value

(a) Fair Value Determination: The fair value of a withdrawing, expelled, or deceased Partner's Partnership Interest shall be determined by:

☐ Agreement of the Partners (or the Partner's estate or legal representative) within [____] days
☐ If no agreement, by a single independent appraiser mutually selected by the parties
☐ If the parties cannot agree on an appraiser, each party shall select an appraiser and the two appraisers shall select a third; the fair value shall be the average of the two closest appraisals
☐ The following formula: [________________________________]

(b) Valuation Date: Fair value shall be determined as of:

☐ The date of withdrawal, expulsion, or death
☐ The last day of the month in which such event occurred
☐ The last day of the fiscal year in which such event occurred
☐ [________________________________]

☐ Lump sum within [____] days after determination of fair value
☐ Down payment of [____]% within [____] days, with the balance in [____] equal [monthly/quarterly/annual] installments bearing interest at [____]% per annum
☐ As mutually agreed by the parties
☐ Other: [________________________________]

(d) Security: The Partnership's obligation to pay the fair value shall be:

☐ Unsecured
☐ Secured by the purchased Partnership Interest
☐ Personally guaranteed by the remaining Partners
☐ Other: [________________________________]

ARTICLE XIII - DISSOLUTION EVENTS

Section 13.1 Causes of Dissolution

Pursuant to Louisiana Civil Code Article 2826, unless continued as provided herein or by law, the Partnership shall be terminated by:

(a) The unanimous consent of all Partners to dissolve;

(b) A judgment of termination entered by a court of competent jurisdiction;

(d) The reduction of Partnership membership to one person for a period exceeding [____] days;

(e) The expiration of the Partnership's term (if applicable);

(f) The attainment of the Partnership's stated purpose or object;

(g) The impossibility of attaining the Partnership's stated purpose or object;

(h) The occurrence of any event specified in this Agreement as causing dissolution; or

(i) [________________________________].

Section 13.2 Events Not Causing Dissolution

The following events shall NOT cause dissolution of the Partnership if the remaining Partners (or their successors) elect to continue the business:

(a) Withdrawal of a Partner (whether voluntary or involuntary);
(b) Expulsion of a Partner;
(c) Death of a Partner;
(d) Bankruptcy or insolvency of an individual Partner (but not the Partnership);
(e) Interdiction of a Partner;
(f) Transfer of a Partner's Partnership Interest; or
(g) [________________________________].

Section 13.3 Election to Continue

Upon the occurrence of any event described in Section 13.2, the remaining Partners may elect to continue the Partnership by:

☐ Unanimous written consent within [____] days after such event
☐ Written consent of Partners holding at least [____]% of remaining Percentage Interests within [____] days

If continuation is elected, the Partnership shall purchase the departing Partner's Interest as provided in Section 12.6 or admit a successor Partner as provided in Article X.

Section 13.4 Notice of Dissolution

Upon dissolution, the Partnership shall:

(a) Notify all known creditors in writing of the dissolution;

(b) File any required notices or documents with the Louisiana Secretary of State; and

ARTICLE XIV - WINDING UP AND LIQUIDATION

Section 14.1 Winding Up Process

Upon dissolution, the Partnership affairs shall be wound up. The winding up shall be conducted by:

☐ The Partners (or remaining Partners) acting by [unanimous/majority] consent
☐ A liquidator appointed by [unanimous/majority] consent of the Partners
☐ A court-appointed liquidator if the Partners cannot agree

Section 14.2 Liquidator's Powers and Duties

The liquidator (whether Partner(s) or third party) shall have full authority to:

(a) Continue Partnership operations to the extent necessary for orderly winding up;

(b) Collect all Partnership assets and receivables;

(d) Sell Partnership assets at public or private sale for the best price reasonably obtainable;

(e) Execute and deliver all documents necessary to effectuate the winding up;

(f) Defend, settle, or compromise claims against the Partnership;

(g) Make interim distributions to Partners as appropriate;

(h) Prepare and file all required tax returns and reports; and

(i) Take all other actions necessary or appropriate to wind up the Partnership's affairs.

Section 14.3 Compensation of Liquidator

The liquidator shall be entitled to reasonable compensation for services rendered, as follows:

☐ No separate compensation (if liquidator is a Partner)
☐ Compensation as agreed by the Partners
☐ Compensation as determined by a court of competent jurisdiction
☐ [________________________________]

Section 14.4 Order of Distribution upon Liquidation

Partnership assets shall be distributed in the following order of priority:

(a) First: To creditors of the Partnership (including Partners who are creditors pursuant to Louisiana Civil Code Article 2811) in order of priority established by law;

(b) Second: To establish reasonable reserves for contingent, conditional, or unmatured liabilities and obligations of the Partnership;

(c) Third: Pursuant to Louisiana Civil Code Article 2803, to Partners for the return of their Capital Contributions, in the following order:

First, to Partners with positive Capital Account balances in proportion to such balances until all Capital Contributions have been returned
[or specify alternative capital restoration provisions]

(d) Fourth: To Partners in proportion to their respective Percentage Interests.

Section 14.5 Deficit Capital Account Balances

If, upon liquidation, any Partner has a deficit balance in the Partner's Capital Account after all allocations have been made, such Partner shall:

☐ Contribute to the Partnership the amount necessary to restore such deficit within [____] days after demand
☐ Not be required to restore such deficit (deficit restored only from future allocations)

Section 14.6 Distributions in Kind upon Liquidation

Partnership assets may be distributed in kind (rather than sold and distributed in cash) if:

☐ All Partners consent in writing
☐ The liquidator determines that distribution in kind is in the best interests of the Partners

Property distributed in kind shall be valued at fair market value, and any unrealized gain or loss shall be allocated among the Partners in accordance with their Percentage Interests before such distribution.

Section 14.7 Final Accounting

The liquidator shall provide a final written accounting to all Partners within [____] days after completion of the winding up, setting forth:

(a) All Partnership assets, liabilities, and transactions during the winding up period;
(b) All distributions made to creditors and Partners;
(c) The final Capital Account balance of each Partner; and
(d) Such other information as the Partners may reasonably request.

Section 14.8 Filing of Termination

Upon completion of winding up, the liquidator shall file all required documents with the Louisiana Secretary of State to terminate the Partnership's registration.

ARTICLE XV - NON-COMPETE PROVISIONS

Section 15.1 Louisiana Non-Competition Law Notice

IMPORTANT: Louisiana law strictly regulates non-competition agreements. Pursuant to La. R.S. 23:921, every contract or agreement by which anyone is restrained from exercising a lawful profession, trade, or business is null and void, EXCEPT as specifically provided in the statute. For any non-competition provision in this Agreement to be enforceable, it must:

(a) Be in writing (which this Agreement satisfies);

(b) Be limited to a period NOT EXCEEDING TWO (2) YEARS from the date of termination of the partnership relationship;

(c) Specify the geographic scope by identifying specific PARISHES and/or MUNICIPALITIES (not radius distances); and

(d) Fall within one of the enumerated statutory exceptions, including the exception for partnerships under La. R.S. 23:921(K).

Section 15.2 Non-Competition Covenant

Subject to and in strict compliance with La. R.S. 23:921(K), each Partner agrees that during the term of the Partnership and for a period of [____] year(s) (not exceeding two years) after the earlier of:

☐ Voluntary withdrawal from the Partnership
☐ Expulsion from the Partnership
☐ Transfer of all of the Partner's Partnership Interest
☐ Dissolution of the Partnership

such Partner shall not, directly or indirectly, carry on or engage in a business similar to the Partnership's business or solicit customers of the Partnership within the following geographic areas:

Parishes:

☐ [________________________________] Parish
☐ [________________________________] Parish
☐ [________________________________] Parish
☐ [________________________________] Parish

Municipalities:

☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

Section 15.3 Non-Solicitation of Customers

During the restricted period and within the restricted geographic area, each former Partner shall not directly or indirectly:

(a) Solicit, contact, or communicate with any customer or client of the Partnership for the purpose of providing products or services competitive with the Partnership; or

(b) Accept business from any customer or client of the Partnership that the former Partner solicited in violation of this Agreement.

Section 15.4 Non-Solicitation of Employees

During the restricted period, each former Partner shall not directly or indirectly solicit, recruit, hire, or encourage any employee, agent, or independent contractor of the Partnership to leave the Partnership's employ or terminate their relationship with the Partnership.

Section 15.5 Acknowledgment of Reasonableness

Each Partner acknowledges and agrees that:

(a) The restrictions in this Article XV are reasonable and necessary to protect the Partnership's legitimate business interests, including customer relationships, confidential information, and goodwill;

(b) The geographic scope is limited to areas where the Partnership conducts business;

(d) Adequate consideration exists to support these restrictions, including the Partner's participation in Partnership profits and access to confidential business information.

Section 15.6 Remedies for Breach

Pursuant to La. R.S. 23:921(H), in the event of a breach or threatened breach of this Article XV:

(a) The Partnership shall be entitled to recover damages for the loss sustained and the profit of which it has been deprived;

(b) Upon proof of the Partner's failure to perform, and WITHOUT the necessity of proving irreparable injury, a court of competent jurisdiction shall order injunctive relief enforcing the terms of this Agreement; and

(c) The Partnership shall be entitled to recover its reasonable attorneys' fees and costs incurred in enforcing this Article.

Section 15.7 Severability of Non-Compete Provisions

If any provision of this Article XV is held unenforceable by a court of competent jurisdiction, such provision shall be:

☐ Modified by the court to the minimum extent necessary to make it enforceable under Louisiana law
☐ Severed, and the remaining provisions of this Article shall remain in full force and effect

ARTICLE XVI - PARTNER AUTHORITY AND LIABILITY TO THIRD PERSONS

Section 16.1 Partner as Mandatary (Agent)

Pursuant to Louisiana Civil Code Article 2814, each Partner is a mandatary (agent) of the Partnership for all matters in the ordinary course of its business, other than the alienation, lease, or encumbrance of its immovables (real property).

Section 16.2 Limitations on Partner Authority

As among the Partners (and without affecting the rights of third persons who deal in good faith with any Partner), no Partner shall have authority, without obtaining the required consent pursuant to Article VI, to:

(a) Sell, lease, mortgage, or otherwise encumber any immovable property of the Partnership;

(b) Borrow money on behalf of the Partnership in excess of $[________________________________];

(d) Enter into any contract or agreement outside the ordinary course of Partnership business;

(e) Assign, transfer, pledge, or encumber any Partnership property except in the ordinary course of business;

(f) Confess a judgment against the Partnership;

(g) Submit any Partnership claim or dispute to arbitration, mediation, or reference;

(h) Admit any person as a Partner;

(i) Perform any act that would make it impossible to carry on the Partnership's business;

(j) Settle or compromise any claim for or against the Partnership exceeding $[________________________________];

(k) [________________________________]; or

(l) [________________________________].

Section 16.3 Effect of Limitations on Third Persons

Pursuant to Louisiana Civil Code Article 2814, a provision that a Partner is not a mandatary does not affect third persons who in good faith transact business with the Partner. However, a Partner who acts beyond the Partner's authority shall indemnify the Partnership and the other Partners for any loss or liability incurred as a result.

Section 16.4 Contract by Partner in Own Name

Pursuant to Louisiana Civil Code Article 2816, an obligation contracted for the Partnership by a Partner in the Partner's own name binds the Partnership if the Partnership benefits by the transaction or the transaction involves matters in the ordinary course of its business. If the Partnership is so bound, it may enforce the contract in its own name.

Section 16.5 Partnership Liability for Debts

Pursuant to Louisiana Civil Code Article 2817, the Partnership as principal obligor is primarily liable for its debts. The Partnership shall pay its debts and obligations from Partnership assets before any Partner is required to contribute personal assets.

Section 16.6 Partner Liability for Partnership Debts - Virile Share

Pursuant to Louisiana Civil Code Article 2817, each Partner is bound for the Partner's virile share of the debts of the Partnership. The virile share is an equal portion divided among the number of Partners, regardless of Percentage Interests in profits or capital.

Example: If the Partnership has three Partners and owes a debt of $90,000, each Partner's virile share is $30,000, regardless of whether the Partners have equal or unequal Percentage Interests.

Section 16.7 Benefit of Discussion

Pursuant to Louisiana Civil Code Article 2817, each Partner may plead discussion of the assets of the Partnership. This means that a Partner may require a creditor to first exhaust Partnership assets before pursuing the Partner personally for the Partner's virile share.

Section 16.8 Right of Contribution among Partners

If any Partner pays more than the Partner's virile share of a Partnership debt, such Partner shall have the right of contribution against the other Partners for their respective virile shares.

ARTICLE XVII - DISPUTE RESOLUTION

Section 17.1 Good Faith Negotiation

The Partners agree that they shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, the Partnership, or its business through direct negotiation among the Partners before initiating any formal dispute resolution proceedings.

Section 17.2 Mediation

☐ Mediation Required: If direct negotiation does not resolve the dispute within [____] days, the Partners shall submit the dispute to non-binding mediation before a mediator mutually agreed upon by the Partners. Mediation shall take place in [________________________________] Parish, Louisiana. The costs of mediation shall be shared equally by the disputing parties.

☐ Mediation Optional: The Partners may, but are not required to, submit disputes to mediation prior to other proceedings.

Section 17.3 Arbitration

☐ Binding Arbitration: Any dispute not resolved by negotiation [and mediation] shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Arbitration shall take place in [________________________________] Parish, Louisiana. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction.

☐ No Arbitration: Disputes shall be resolved exclusively in the courts of Louisiana as provided in Section 17.4.

Section 17.4 Jurisdiction and Venue

Any legal proceeding arising out of or relating to this Agreement, the Partnership, or its business shall be brought exclusively in:

☐ The state courts of Louisiana located in [________________________________] Parish; or
☐ The United States District Court for the [☐ Eastern / ☐ Middle / ☐ Western] District of Louisiana

The Partners hereby consent to the exclusive jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

Section 17.5 Waiver of Jury Trial

☐ Waiver: EACH PARTNER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNERSHIP.

☐ No Waiver: The Partners do not waive the right to jury trial.

Section 17.6 Attorneys' Fees

In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees, costs, and expenses incurred in connection therewith.

ARTICLE XVIII - LOUISIANA CHOICE OF LAW AND VENUE

Section 18.1 Governing Law

This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Louisiana, including the Louisiana Civil Code, without regard to conflict of laws principles that would require application of the laws of another jurisdiction.

Section 18.2 Louisiana Civil Law Tradition

The Partners acknowledge that Louisiana operates under a civil law system derived from French and Spanish legal traditions. This Agreement shall be interpreted and construed in accordance with Louisiana civil law principles, including but not limited to:

(a) The rules of interpretation set forth in Louisiana Civil Code Articles 2045-2057;

(b) The partnership provisions of Louisiana Civil Code Articles 2801-2835; and

Section 18.3 Severability under Louisiana Law

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under Louisiana law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, such provision shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions.

ARTICLE XIX - BOOKS, RECORDS, AND TAX MATTERS

Section 19.1 Partnership Records

The Partnership shall maintain at its principal place of business:

(a) A current list of the full name and last known address of each Partner;
(b) A copy of this Agreement and all amendments thereto;
(c) Copies of federal, state, and local income tax returns for the [____] most recent tax years;
(d) Copies of financial statements for the [____] most recent fiscal years;
(e) Books and records sufficient to accurately reflect the Partnership's activities, assets, and liabilities;
(f) Minutes of all Partner meetings and written consents;
(g) A record of all Capital Contributions and distributions;
(h) Copies of all material contracts and agreements; and
(i) Such other records as required by law or as the Partners may determine.

Section 19.2 Right to Inspect Records

Pursuant to Louisiana Civil Code Article 2813, each Partner may inform himself of the business activities of the Partnership and may consult its books and records, even if excluded from management. Each Partner shall have the right, upon reasonable notice during regular business hours, to inspect and copy Partnership books and records.

Section 19.3 Accounting Method and Reports

(a) Accounting Method: Partnership books shall be maintained on the:

☐ Cash basis of accounting
☐ Accrual basis of accounting

(b) Annual Financial Statements: Within [____] days after the close of each fiscal year, the Partnership shall provide to each Partner annual financial statements, including a balance sheet, income statement, and statement of changes in Partners' capital.

(c) Tax Information: Within [____] days after the close of each fiscal year, the Partnership shall provide to each Partner Schedule K-1 (Form 1065) or any successor form for federal income tax purposes.

(d) Louisiana Tax Returns: The Partnership shall timely file all required Louisiana partnership tax returns and provide copies to the Partners upon request.

Section 19.4 Tax Matters Partner

The following Partner is designated as the "Tax Matters Partner" (or "Partnership Representative" for purposes of the centralized partnership audit regime) with authority to represent the Partnership before taxing authorities:

Name: [________________________________]

Address: [________________________________]

The Tax Matters Partner shall keep all Partners informed of administrative and judicial proceedings and shall not take any action that would bind the other Partners without their consent, except as required to prevent default.

ARTICLE XX - GENERAL PROVISIONS

Section 20.1 Entire Agreement

This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Section 20.2 Amendments

Pursuant to Louisiana Civil Code Article 2807, this Agreement may be amended only by the unanimous written consent of all Partners, unless otherwise expressly provided herein.

Section 20.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. The waiver of any breach shall not constitute a waiver of any subsequent breach or a continuing waiver.

Section 20.4 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered:

(a) Upon personal delivery;
(b) Three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested;
(c) One (1) business day after deposit with a nationally recognized overnight courier service; or
(d) Upon transmission by electronic mail (email) if confirmed by the recipient or if followed by delivery via another method specified above.

Notices shall be sent to the addresses set forth in Schedule A or to such other address as a Partner may designate in writing.

Section 20.5 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 20.6 No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the Partners and shall not confer any rights upon any third party, except as expressly provided herein.

Section 20.7 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 20.8 Electronic Signatures

Electronic signatures transmitted by email, facsimile, or other electronic means shall be deemed original signatures and shall be valid and binding.

Section 20.9 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

Section 20.10 Construction

This Agreement shall not be construed more strictly against any Partner by reason of such Partner's participation in its drafting. The Partners have had the opportunity to consult with independent legal counsel.

Section 20.11 Confidentiality

Each Partner agrees to maintain the confidentiality of Partnership proprietary information, trade secrets, customer lists, and other confidential business information, and shall not disclose such information to any third party without the consent of the other Partners, except:

(a) As required by law, subpoena, or court order;
(b) To the Partner's legal, tax, or financial advisors under obligations of confidentiality; or
(c) As necessary in connection with the enforcement of this Agreement.

Section 20.12 Further Assurances

Each Partner agrees to execute and deliver such additional documents and take such additional actions as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 20.13 Time of Essence

Time is of the essence with respect to all dates, deadlines, and time periods set forth in this Agreement.

ARTICLE XXI - REGISTRATION WITH LOUISIANA SECRETARY OF STATE

Section 21.1 Registration Requirement

Pursuant to La. R.S. 9:3401 et seq., the Partnership shall file this Agreement (or a certified copy thereof) with the Louisiana Secretary of State. The Partners acknowledge that:

(a) Filing with the Secretary of State is necessary to affect third persons as to immovable property ownership pursuant to Louisiana Civil Code Article 2806;

(b) The Partnership registration fee is currently $100.00;

(c) A certified copy of the filed Agreement must also be filed with the Recorder of Mortgages of [________________________________] Parish (the parish of the principal place of business); and

(d) The Partnership is required to file annual reports with the Secretary of State pursuant to La. R.S. 9:3409.

Section 21.2 Contents of Filing

The Agreement as filed shall contain:

(a) The name of the Partnership;
(b) The municipal address of the principal place of business in Louisiana;
(c) The name and municipal address of each Partner; and
(d) Such other information as required by law.

Section 21.3 Responsibility for Filing

The [Managing Partner(s) / Partner designated below] shall be responsible for:

(a) Filing this Agreement with the Louisiana Secretary of State;
(b) Filing the certified copy with the Recorder of Mortgages;
(c) Filing all required annual reports; and
(d) Filing any amendments to this Agreement.

Designated Partner for Filing: [________________________________]

ARTICLE XXII - SIGNATURES AND NOTARY ACKNOWLEDGMENT

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date first written above.

PARTNER SIGNATURES

PARTNER 1:

Printed Name: [________________________________]

Signature: ________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________], Louisiana [________]

Email: [________________________________]

Phone: [________________________________]

PARTNER 2:

Printed Name: [________________________________]

Signature: ________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________], Louisiana [________]

Email: [________________________________]

Phone: [________________________________]

PARTNER 3:

Printed Name: [________________________________]

Signature: ________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________], Louisiana [________]

Email: [________________________________]

Phone: [________________________________]

PARTNER 4:

Printed Name: [________________________________]

Signature: ________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________], Louisiana [________]

Email: [________________________________]

Phone: [________________________________]

(Attach additional signature pages as necessary)

LOUISIANA NOTARY ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF [________________________________]

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified in and for the Parish and State aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared:

[________________________________] (Partner 1)
[________________________________] (Partner 2)
[________________________________] (Partner 3)
[________________________________] (Partner 4)

who, being duly sworn, declared and acknowledged that they executed the foregoing General Partnership Agreement as their free act and deed for the purposes therein expressed.

THUS DONE AND PASSED in the presence of the undersigned competent witnesses and me, Notary, on this [____] day of [________________________________], [________], at [________________________________], Louisiana.

WITNESSES:

Witness 1 Signature: ________________________________________

Witness 1 Printed Name: [________________________________]

Witness 2 Signature: ________________________________________

Witness 2 Printed Name: [________________________________]

NOTARY PUBLIC:

Notary Signature: ________________________________________

Notary Printed Name: [________________________________]

Notary Identification Number: [________________________________]

My Commission Expires: [________________________________]

SCHEDULE A: PARTNERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

INITIAL PARTNERS

Partner Name	Address	Initial Capital Contribution	Form of Contribution	Percentage Interest
[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
[________________________________]	[________________________________]	$[________________________________]	☐ Cash ☐ Property ☐ Services	[____]%
TOTAL		$[________________________________]		100%

DESCRIPTION OF NON-CASH CONTRIBUTIONS

Partner: [________________________________]

Description of Property/Services Contributed:
[________________________________]
[________________________________]

Agreed Fair Market Value: $[________________________________]

Valuation Method: ☐ Partner Agreement ☐ Independent Appraisal ☐ Other: [________________________________]

Partner: [________________________________]

Description of Property/Services Contributed:
[________________________________]
[________________________________]

Agreed Fair Market Value: $[________________________________]

Valuation Method: ☐ Partner Agreement ☐ Independent Appraisal ☐ Other: [________________________________]

SCHEDULE OF ADDITIONAL CAPITAL CONTRIBUTIONS (IF APPLICABLE)

Partner Name	Amount	Due Date	Form of Contribution	Conditions
[________________________________]	$[________________________________]	[__/__/____]	[________________________________]	[________________________________]
[________________________________]	$[________________________________]	[__/__/____]	[________________________________]	[________________________________]
[________________________________]	$[________________________________]	[__/__/____]	[________________________________]	[________________________________]

ACKNOWLEDGMENT OF SCHEDULE A

The undersigned Partners acknowledge and agree to the Capital Contributions and Percentage Interests set forth in this Schedule A as of the Effective Date.

Partner 1: ________________________________________ Date: [__/__/____]

Partner 2: ________________________________________ Date: [__/__/____]

Partner 3: ________________________________________ Date: [__/__/____]

Partner 4: ________________________________________ Date: [__/__/____]

This Schedule A is attached to and incorporated into the General Partnership Agreement dated [__/__/____].

END OF GENERAL PARTNERSHIP AGREEMENT

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Last updated: February 2026