Partnership Agreement - General (New Jersey)

GENERAL PARTNERSHIP AGREEMENT

STATE OF NEW JERSEY

THIS GENERAL PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the following individuals and/or entities (each, a "Partner" and collectively, the "Partners"):

Partner A: [________________________________] ("Partner A")

• Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [____]
• State of Residence/Formation: [________________________________]
• Address: [________________________________]

Partner B: [________________________________] ("Partner B")

• Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [____]
• State of Residence/Formation: [________________________________]
• Address: [________________________________]

Partner C: [________________________________] ("Partner C") (if applicable)

• Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [____]
• State of Residence/Formation: [________________________________]
• Address: [________________________________]

The Partners agree to carry on the business described below as co-owners for profit and to govern their relationship under this Agreement and the New Jersey Revised Uniform Partnership Act (N.J.S.A. §§ 42:1A-1 to 42:1A-56) (the "Act"). Their general partnership is referred to as the "Partnership."

RECITALS

WHEREAS, the Partners desire to form and operate a general partnership under the laws of the State of New Jersey for the purposes described herein;

WHEREAS, each Partner will make or has made the capital contributions described in Schedule A attached hereto;

WHEREAS, the Partners wish to set forth in writing their respective rights, duties, and obligations with respect to the Partnership;

WHEREAS, the Partners acknowledge that, pursuant to N.J.S.A. § 42:1A-4, relations among the partners and between the partners and the partnership are governed by the partnership agreement, and to the extent not provided for, the Act governs;

WHEREAS, the Partners acknowledge New Jersey's robust regulatory and tax framework, including the New Jersey Gross Income Tax Act, the Corporation Business Tax Act as applied to partnerships with nonresident partners, and the New Jersey Law Against Discrimination (N.J.S.A. § 10:5-1 et seq.); and

WHEREAS, the Partners intend this Agreement to serve as the "partnership agreement" as defined in N.J.S.A. § 42:1A-2.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, 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. New Jersey-Specific Provisions
17. Execution and Signature Blocks

ARTICLE 1: DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Act.

"AAA" means the American Arbitration Association.

"Act" means the New Jersey Revised Uniform Partnership Act, N.J.S.A. §§ 42:1A-1 to 42:1A-56, as amended.

"Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account as adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Agreement" means this General Partnership Agreement, including all Schedules and Exhibits, as amended from time to time.

"Bankrupt" means, with respect to any Partner, (a) filing a voluntary bankruptcy petition; (b) entry of an order for relief in involuntary bankruptcy; (c) a general assignment for the benefit of creditors; or (d) appointment of a receiver or trustee for substantially all assets.

"Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of New Jersey are authorized or required to close.

"Capital Account" means the capital account maintained for each Partner in accordance with Section 3.5 and Treasury Regulation Section 1.704-1(b)(2)(iv).

"Capital Contribution" means, for any Partner, the total amount of cash and the agreed fair market value of property (net of liabilities) contributed to the Partnership, as set forth in Schedule A.

"Code" means the Internal Revenue Code of 1986, as amended.

"CBT" means the New Jersey Corporation Business Tax Act, N.J.S.A. § 54:10A-1 et seq., as applied to partnerships with nonresident partners under N.J.S.A. § 54:10A-15.11.

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

"Dissociation" has the meaning ascribed under the Act.

"Division of Revenue" means the New Jersey Division of Revenue and Enterprise Services within the Department of the Treasury.

"Effective Date" has the meaning set forth in the preamble.

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

"Force Majeure Event" has the meaning set forth in Section 15.14.

"GIT" means the New Jersey Gross Income Tax Act, N.J.S.A. § 54A:1-1 et seq.

"LAD" means the New Jersey Law Against Discrimination, N.J.S.A. § 10:5-1 et seq.

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

"Majority Vote" means the affirmative vote of Partners holding more than fifty percent (50%) of the aggregate Percentage Interests.

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

"Net Profits" and "Net Losses" mean, for each Fiscal Year, the Partnership's taxable income or loss determined in accordance with Code Section 703(a).

"NJ-1065" means the New Jersey Partnership Return (Form NJ-1065).

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

"Partner" and "Partners" have the meanings set forth in the preamble.

"Partnership" has the meaning set forth in the preamble.

"Partnership Filing Fee" means the annual fee of $150 per owner (up to $250,000) for a partnership with more than two owners and New Jersey-source income or loss, subject to the investment-club exception.

"Partnership Interest" means a Partner's entire interest in the Partnership, including rights to profits, losses, distributions, and all other rights under this Agreement and the Act.

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

"Person" means any individual, corporation, partnership, LLC, trust, estate, association, or other entity.

"Statement of Partnership Authority" means the statement described in N.J.S.A. § 42:1A-15, if filed with the Division of Revenue.

"Supermajority Vote" means the affirmative vote of Partners holding at least seventy-five percent (75%) of the aggregate Percentage Interests.

"Transfer" means any sale, assignment, pledge, hypothecation, encumbrance, gift, or other voluntary or involuntary disposition.

"Treasury Regulations" means the regulations promulgated under the Code.

ARTICLE 2: FORMATION; NAME; PURPOSE; TERM

2.1 Partnership Relationship. The Effective Date begins this Agreement among the Partners. Under N.J.S.A. § 42:1A-10(a), a general partnership forms when two or more persons associate to carry on a business for profit as co-owners, whether or not they intend to form one. This Agreement date alone does not establish when that association began. The Partners will record when their business association began: [__/__/____].

2.2 Name. The Partnership shall conduct its business under the name:

[________________________________]

or such other name as the Partners may approve by Majority Vote. If this general partnership operates under a trade name, it shall register the trade name with the county clerk in the county where the business is located, in accordance with N.J.S.A. § 56:1-1 et seq.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental, necessary, or ancillary thereto, as permitted under New Jersey law.

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

[________________________________]
[________________________________]
[________________________________]

or at such other location as the Partners may determine by Majority Vote.

2.5 Registered Agent. If the Partnership files any statement with the Division of Revenue requiring a registered agent designation, the initial registered agent shall be:

Name: [________________________________]
Address: [________________________________]

The registered agent must maintain a physical office in New Jersey.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue until dissolved in accordance with Article 12 or as required by the Act.

2.7 Statement of Partnership Authority. The Partners may, by Majority Vote, authorize the filing of a Statement of Partnership Authority with the New Jersey Division of Revenue pursuant to N.J.S.A. § 42:1A-15.

☐ The Partners elect to file a Statement of Partnership Authority upon execution.
☐ The Partners elect NOT to file a Statement of Partnership Authority at this time.

ARTICLE 3: CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute the Capital Contribution set forth on Schedule A on or before the Effective Date.

3.2 Additional Capital Contributions.
(a) No Partner shall be required to make additional Capital Contributions without written consent.
(b) Additional capital requests shall be pro rata unless otherwise unanimously agreed.
(c) Failure to contribute within thirty (30) days of notice may result in dilution.

3.3 Interest on Capital. No Partner shall receive interest on Capital Contributions.

3.4 Return of Capital. No Partner may demand return of Capital Contributions except as expressly provided.

3.5 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), increased by contributions and profit allocations and decreased by distributions and loss allocations.

3.6 Percentage Interests. Initial Percentage Interests are set forth on Schedule A and shall be adjusted only as expressly provided.

3.7 No Priority. No Partner shall have priority over any other Partner with respect to Capital Contributions, allocations, or distributions except as otherwise provided herein.

ARTICLE 4: ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Net Profits and Net Losses.
(a) Net Profits and Net Losses shall be allocated in proportion to Percentage Interests.
(b) The allocations are intended to satisfy the "substantial economic effect" test under Treasury Regulation Section 1.704-1(b)(2).
(c) No allocation shall cause a deficit Capital Account balance in excess of a Partner's restoration obligation.

4.2 Special Allocations.
(a) Qualified Income Offset. Items of income and gain shall be specially allocated to any Partner who unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6).
(b) Minimum Gain Chargeback. As required by Treasury Regulation Section 1.704-2(f).
(c) Section 704(c) Allocations. As required by Code Section 704(c) for contributed property.

4.3 Distributions.
(a) Cash available for distribution (after all expenses, obligations, reserves, and New Jersey tax obligations) shall be distributed at such times and amounts as determined by Majority Vote, but not less frequently than [☐ quarterly ☐ semi-annually ☐ annually].
(b) All distributions shall be pro rata per Percentage Interests unless otherwise unanimously agreed.
(c) No distribution shall be made if the Partnership would become unable to pay debts as they become due.

4.4 Tax Matters.
(a) Tax Classification. The Partnership shall be treated as a partnership for federal and New Jersey tax purposes.
(b) Partnership Representative. [________________________________] is designated as the "partnership representative" under Code Section 6223.
(c) Federal Tax Returns. The Partnership shall file IRS Form 1065 and furnish K-1s within seventy-five (75) days after each Fiscal Year end.
(d) New Jersey Tax Returns. The Partnership shall file NJ-1065 when it has New Jersey-source income or loss or a New Jersey resident Partner, and NJ-CBT-1065 when required for nonresident-Partner tax. See Article 16 for detailed New Jersey tax requirements.
(e) Partnership Filing Fee. If the fee conditions in the definition above are met, the Partnership shall pay the fee using the current NJ-1065 payment instructions and Partnership Payment Voucher (NJ-1065-V).
(f) Tax Elections:

• ☐ Election under Code Section 754
• ☐ Cash method of accounting
• ☐ Accrual method of accounting
• ☐ Election out of Centralized Partnership Audit Regime (if eligible)
• ☐ New Jersey Pass-Through Business Alternative Income Tax (BAIT) election (N.J.S.A. § 54A:12-1 et seq.)

4.5 Tax Distributions. The Partnership shall distribute to each Partner, on a quarterly basis, amounts sufficient to enable each Partner to pay estimated federal and New Jersey income tax obligations attributable to its share of Partnership income. Tax Distributions shall be calculated using the highest combined marginal federal and New Jersey income tax rate applicable to any Partner.

ARTICLE 5: MANAGEMENT; VOTING; MEETINGS

5.1 General Management. The business and affairs shall be managed collectively by the Partners, subject to voting requirements.

5.2 Voting. Decisions require a Majority Vote unless otherwise specified. Voting power is proportional to Percentage Interest.

5.3 Major Decisions. The following require unanimous consent:
(a) Amendment of this Agreement;
(b) Admission of a new Partner;
(c) Merger, conversion, or reorganization;
(d) Sale of all or substantially all assets;
(e) Voluntary dissolution;
(f) Indebtedness exceeding $[________________________________];
(g) Filing or settling lawsuits exceeding $[________________________________];
(h) Contracts exceeding [____] years;
(i) Related-party transactions;
(j) Change in business purpose;
(k) Election to register as an LLP under N.J.S.A. § 42:1A-47;
(l) Election of New Jersey BAIT treatment; and
(m) Filing of voluntary bankruptcy.

5.4 Supermajority Decisions. The following require Supermajority Vote:
(a) Removal of the Managing Partner;
(b) Capital expenditures exceeding $[________________________________];
(c) Guarantees or indemnities exceeding $[________________________________]; and
(d) Partner compensation matters.

5.5 Managing Partner.
(a) [________________________________] is designated as the initial Managing Partner with day-to-day operational authority.
(b) Removable by Supermajority Vote.
(c) May delegate ministerial duties.

5.6 Meetings.
(a) Regular meetings: at least [☐ monthly ☐ quarterly ☐ semi-annually ☐ annually].
(b) Special meetings: upon five (5) Business Days' written notice.
(c) Meetings may be held in person, by telephone, or by video conference.

5.7 Quorum. Majority of Percentage Interests present constitutes a quorum.

5.8 Written Consent. Action may be taken without a meeting by written consent of the requisite number of Partners.

5.9 Minutes. Minutes and written consents shall be maintained.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants as of the Effective Date:

6.1 Authority. Full legal right, power, and authority to execute and perform this Agreement.

6.2 Binding Obligation. This Agreement is a legal, valid, and binding obligation.

6.3 No Conflict. Execution does not violate any law, order, or agreement.

6.4 Litigation. No pending or threatened action that would materially impair performance.

6.5 Investment Representation. Partnership Interest acquired for own account, not for distribution.

6.6 Sophistication. Each Partner is sophisticated and has consulted independent advisors.

6.7 Title to Contributions. Good and marketable title to contributed property, free of liens (except as disclosed).

6.8 Tax Compliance. Each Partner understands New Jersey's tax framework and agrees to cooperate in all filing obligations.

6.9 LAD Compliance. Each Partner acknowledges the New Jersey Law Against Discrimination (N.J.S.A. § 10:5-1 et seq.) and agrees that the Partnership will not engage in any discriminatory practices.

6.10 Survival. Representations and warranties survive for the duration of the Partnership.

ARTICLE 7: COVENANTS AND RESTRICTIONS

7.1 Good Faith. Each Partner shall act in good faith and in accordance with duties of loyalty and care under the Act.

7.2 Compliance with Law. The Partnership and each Partner shall comply with all applicable laws, including the Act, the LAD, the New Jersey Consumer Fraud Act (N.J.S.A. § 56:8-1 et seq.), and all tax laws.

7.3 Devotion of Time. Each Partner shall devote such time as reasonably necessary to Partnership business.

7.4 Non-Compete.
(a) During the Partnership and for [____] months following dissociation or dissolution, no Partner shall compete with the Partnership within: [________________________________].
(b) Exception: ownership of less than five percent (5%) of publicly traded securities.
(c) New Jersey courts evaluate restrictive covenants under the Solari/Whitmyer reasonableness test: the restriction must protect the legitimate interests of the party seeking enforcement, impose no undue hardship on the restricted Partner, and not injure the public interest. Solari Industries, Inc. v. Malady, 55 N.J. 571, 585 (1970); Whitmyer Bros., Inc. v. Doyle, 58 N.J. 25, 35 (1971).

7.5 Confidentiality.
(a) Each Partner shall maintain strict confidentiality of all proprietary and business information.
(b) Obligation survives for [____] years after termination.

7.6 Non-Solicitation. During the term and for [____] months thereafter, no Partner shall solicit Partnership employees, contractors, customers, or clients for competitive purposes.

7.7 Notice of Material Matters. Prompt written notice of material breaches, adverse changes, litigation, or dissociation events.

7.8 Anti-Discrimination. The Partnership shall comply with the New Jersey Law Against Discrimination (N.J.S.A. § 10:5-1 et seq.) in all employment, business, and contractual practices. The LAD is one of the broadest state civil rights statutes in the nation and prohibits discrimination based on race, color, national origin, ancestry, age, sex, gender identity or expression, disability, sexual orientation, marital status, domestic partnership or civil union status, military service, and other protected categories.

ARTICLE 8: BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The Fiscal Year shall be the calendar year, ending [________________________________].

8.2 Method of Accounting. [☐ Cash ☐ Accrual] method, in accordance with GAAP.

8.3 Books and Records. The Partnership shall maintain at its principal office:
(a) Current Partner list;
(b) Copies of this Agreement and amendments;
(c) Federal and New Jersey tax returns and financial statements;
(d) Filings with the Division of Revenue;
(e) Minutes and written consents; and
(f) Records of Capital Contributions, distributions, and Capital Accounts.

8.4 Inspection Rights. Each Partner may inspect and copy books and records upon reasonable notice during normal business hours.

8.5 Financial Statements. The Partnership shall provide:
(a) Annual audited/unaudited financial statements within ninety (90) days of Fiscal Year end;
(b) Quarterly unaudited statements within forty-five (45) days of each quarter; and
(c) Additional information upon reasonable request.

8.6 Bank Accounts. Funds shall be deposited in accounts in the Partnership's name. Withdrawals exceeding $[________________________________] require [☐ one ☐ two] authorized signatures.

8.7 Independent Accountant. The Partners may engage an independent CPA for annual audit or review.

ARTICLE 9: INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall maintain:
(a) Commercial general liability: not less than $[________________________________] per occurrence and $[________________________________] aggregate;
(b) Property insurance at replacement cost;
(c) Workers' compensation as required by New Jersey law (N.J.S.A. § 34:15-1 et seq.);
(d) Professional liability, if applicable: not less than $[________________________________];
(e) Business automobile insurance, if applicable;
(f) Employment practices liability insurance (recommended given NJ's expansive LAD); and
(g) Such other insurance as determined by Majority Vote.

9.2 Additional Insured. Partners shall be named as additional insureds where feasible.

9.3 Annual Review. Insurance shall be reviewed annually.

9.4 Risk Management. Appropriate risk management policies shall be maintained.

ARTICLE 10: INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners and the Partnership from Losses arising from:
(a) Breach of this Agreement;
(b) Negligent or wrongful acts or omissions;
(c) Willful misconduct or fraud; or
(d) Unauthorized acts outside the scope of authority.

"Losses" means losses, damages, liabilities, claims, judgments, costs, and expenses, including reasonable attorneys' fees.

10.2 Partnership Indemnification. The Partnership shall indemnify Partners for Losses incurred in the ordinary and proper conduct of business, provided good-faith, authorized conduct.

10.3 Advance of Expenses. The Partnership may advance defense expenses, subject to repayment if indemnification is not warranted.

10.4 Limitation of Liability. These limits govern claims among the Partners and the Partnership only to the extent New Jersey law permits; they do not restrict third-party rights or excuse a Partner from the duties preserved by N.J.S.A. §§ 42:1A-4 and 42:1A-24.
(a) A Partner is not liable to another Partner or the Partnership for ordinary errors of judgment in the conduct of partnership business. This limitation does not excuse grossly negligent or reckless conduct, intentional misconduct, knowing violations of law, fraud, or an uncured material breach.
(b) No indirect, incidental, consequential, special, or punitive damages.
(c) Aggregate liability: [☐ Unlimited ☐ $[________________________________]].

10.5 Exculpation. Subject to Section 10.4(a), no Partner shall be personally liable to another Partner or the Partnership for good-faith errors of judgment or good-faith actions believed to be in the Partnership's best interests.

10.6 Joint and Several Liability. Except for the statutory exceptions, all Partners are jointly and severally liable for all obligations of the Partnership unless otherwise agreed by the claimant or provided by law (N.J.S.A. § 42:1A-18).

ARTICLE 11: TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Transfer without:
(a) Written consent of Partners holding at least [____]% of non-transferring Percentage Interests;
(b) Securities law compliance; and
(c) Transferee joinder.

11.2 Right of First Refusal.
(a) Written notice with complete offer terms required.
(b) Thirty (30) day election period.
(c) If not exercised, Transfer may proceed within sixty (60) days on terms no more favorable.

11.3 Permitted Transfers. Without consent: (a) revocable living trusts; (b) spouses, children, or lineal descendants; (c) Affiliates; provided joinder is executed.

11.4 Admission of New Partners. Unanimous consent and joinder (Schedule C) required.

11.5 Withdrawal.
(a) Ninety (90) days' prior written notice required.
(b) Withdrawing Partner receives fair market value of Interest.
(c) Wrongful withdrawal may result in damages under the Act.

ARTICLE 12: DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation Events. A Partner is dissociated upon:
(a) Written notice of express will to withdraw;
(b) An agreed-upon event;
(c) Expulsion by unanimous vote for cause;
(d) Judicial determination;
(e) Bankruptcy; or
(f) Death or entity dissolution/termination.

12.2 Effect of Dissociation.
(a) Management rights terminate;
(b) Duties continue only for pre-dissociation matters; and
(c) The Partnership shall purchase the Interest per Section 12.6.

12.3 Dissolution Events. The Partnership dissolves and begins winding up upon an event specified in N.J.S.A. § 42:1A-39. These include a qualifying withdrawal notice in a partnership at will (subject to any applicable continuation term in this Agreement); the events specified in subsection (b) for a partnership with a definite term or undertaking; an event agreed to in this Agreement; illegality affecting all or substantially all of the business, subject to the statutory cure; or a judicial determination on an application by a partner or transferee under subsections (e) or (f).

The Partners also agree that the following selected event triggers winding up under § 42:1A-39(c): ☐ unanimous written agreement ☐ written election signed by at least [____]% of the Partners ☐ [OTHER EVENT: ________________________________].

12.4 Notice of Dissolution.
(a) Written notice to Partners, creditors, and known claimants;
(b) File Statement of Dissolution with the Division of Revenue (if Statement of Partnership Authority is on file); and
(c) Publish notice in a New Jersey newspaper of general circulation.

12.5 Winding Up.
(a) The Partnership continues only for winding-up purposes.
(b) Non-wrongfully-dissociating Partners wind up affairs.
(c) Collect receivables, liquidate assets, pay debts, distribute remaining assets, and file final NJ-1065 and any required NJ-CBT-1065 returns, paying any filing fee through the current NJ-1065 payment process.

12.6 Buyout of Dissociated Partner's Interest. Buyout price: the greater of:
(a) Distributable amount upon hypothetical liquidation; or
(b) Amount determined by independent appraiser.

Payment: within [____] days, or in [____] installments at [____]% interest.

12.7 Distribution Upon Dissolution.
(a) First, to creditors (including Partner-creditors);
(b) Second, to reserves for contingent liabilities;
(c) Third, to Partners per positive Capital Account balances; and
(d) Fourth, to Partners per Percentage Interests.

ARTICLE 13: DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if a Partner (the "Defaulting Partner"):
(a) Materially breaches this Agreement without cure within thirty (30) days;
(b) Becomes Bankrupt;
(c) Has an unsatisfied judgment exceeding $[________________________________] for sixty (60) days;
(d) Is convicted of a felony or engages in fraud;
(e) Fails to make a Capital Contribution within thirty (30) days of demand;
(f) Breaches non-compete, confidentiality, or non-solicitation provisions; or
(g) Violates the New Jersey Law Against Discrimination in the conduct of Partnership business.

13.2 Remedies. Non-defaulting Partners ("Non-Defaulting Partners") may:
(a) Suspend management and voting rights;
(b) Reduce Percentage Interest;
(c) Purchase Interest at [____]% discount from fair market value;
(d) Seek specific performance or injunctive relief;
(e) Expel by unanimous vote of Non-Defaulting Partners; or
(f) Pursue any other remedy at law or in equity.

13.3 Cumulative Remedies. All remedies are cumulative.

13.4 Attorneys' Fees. The prevailing party shall recover reasonable attorneys' fees and costs. New Jersey Rule of Court 4:42-9 generally follows the American Rule, but contractual fee-shifting provisions are enforceable.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. Good-faith negotiation within fifteen (15) Business Days of written notice.

14.2 Mediation. If unresolved, mediation by [☐ AAA ☐ JAMS ☐ other: [________________________________]] in [________________________________], New Jersey. Costs shared equally.

14.3 Binding Arbitration. If mediation fails within sixty (60) days, binding arbitration under AAA Commercial Arbitration Rules:
(a) Seat: [________________________________], New Jersey;
(b) Arbitrators: [☐ one (1) ☐ three (3)];
(c) Qualifications: ten (10) years' experience in commercial or partnership law;
(d) Written, reasoned award;
(e) Limited discovery; and
(f) Completion within one hundred eighty (180) days of arbitrator appointment.

14.4 Injunctive Relief. Any Partner may seek injunctive relief in state or federal courts in [________________________________] County, New Jersey, without first exhausting mediation or arbitration.

14.5 Exclusive Jurisdiction. For non-arbitrable disputes, the Partners submit to the exclusive jurisdiction of the Superior Court of New Jersey, [________________________________] County, or the United States District Court for the District of New Jersey.

14.6 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY NEW JERSEY LAW, EACH PARTNER WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

New Jersey review note: New Jersey published authority has enforced a clear and unambiguous jury waiver when the waiver was expressly linked to arbitration. Colon v. Strategic Delivery Solutions, LLC, 459 N.J. Super. 349, 360–61 (App. Div. 2019). This clause is a standalone litigation waiver; retain it only after New Jersey counsel confirms enforceability for the parties, claims, and forum.

14.7 Confidentiality. All dispute resolution proceedings shall be confidential.

ARTICLE 15: GENERAL PROVISIONS

15.1 Amendments. Only by written instrument executed by all Partners.

15.2 Waivers. No failure or delay operates as a waiver.

15.3 Entire Agreement. This Agreement supersedes all prior agreements.

15.4 Severability. Invalid provisions reformed to minimum extent; remaining provisions continue.

15.5 Governing Law. Governed by the laws of the State of New Jersey, including the Act, without regard to conflict of law principles.

15.6 Successors and Assigns. Binding on heirs, successors, and permitted assigns.

15.7 Notices. Written notices deemed given upon:
(a) Personal delivery;
(b) Overnight courier (one Business Day);
(c) Email with confirmed receipt; or
(d) Certified mail (three Business Days);

addressed per Schedule A.

15.8 Counterparts. Counterparts and electronic signatures are binding.

15.9 No Third-Party Beneficiaries. No rights conferred on non-Partners.

15.10 Headings. For convenience only.

15.11 Construction. "Including" means "including without limitation."

15.12 Further Assurances. Partners shall execute further documents as reasonably necessary.

15.13 Creditors. No creditor rights unless expressly provided.

15.14 Force Majeure. No liability for failure caused by events beyond reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, pandemics, labor disputes, and governmental actions ("Force Majeure Event"), provided prompt notice and reasonable mitigation.

ARTICLE 16: NEW JERSEY-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is governed by the New Jersey Revised Uniform Partnership Act (N.J.S.A. §§ 42:1A-1 to 42:1A-56). New Jersey adopted RUPA effective December 8, 2000, the first business day after approval of P.L. 2000, c. 161 on December 7, 2000, replacing the prior Uniform Partnership Act (N.J.S.A. § 42:1-1 et seq.).

16.2 Statement of Partnership Authority (N.J.S.A. § 42:1A-15).
(a) The Partnership may file a Statement of Partnership Authority with the New Jersey Division of Revenue and Enterprise Services.
(b) The statement must include:
(i) The name of the Partnership;
(ii) The street address of the Partnership's chief executive office and, if different, an office in New Jersey;
(iii) The names and mailing addresses of all partners, or of an agent designated to maintain a list;
(iv) The names of partners authorized to execute instruments transferring real property; and
(v) Any other grant or limitation of authority.
(c) A filed statement is effective for five (5) years unless earlier canceled.
(d) For real property held in the Partnership's name, a grant of transfer authority is conclusive in favor of a person giving value without contrary knowledge only when a certified copy of the filed statement is recorded with the county recording officer and no certified statement limiting that authority is then of record there.
(e) A recorded certified statement limiting real-property transfer authority gives persons who are not partners notice of that limitation. Otherwise, persons dealing with the Partnership are not deemed to know of authority limitations merely because they appear in a filed statement, subject to N.J.S.A. § 42:1A-15(f).

16.3 New Jersey Tax Obligations.

(a) Partnership Filing Fee.

• A partnership classified as a partnership for federal tax purposes, other than an exempt investment club, with New Jersey-source income or loss and more than two owners must pay an annual filing fee of $150 per owner (up to $250,000).
• Report the fee on Form NJ-1065 and remit it using the current Partnership Payment Voucher (NJ-1065-V) or the Division's permitted electronic payment method.
• Due on the fifteenth (15th) day of the fourth month following the close of the tax year (April 15 for calendar-year partnerships).
• An additional prepayment of fifty percent (50%) of the current year's filing fee is required as a prepayment for the next tax year.

(b) NJ-1065 (Partnership Return).

• Every partnership with a New Jersey resident partner or New Jersey-source income or loss must file Form NJ-1065.
• Must include a complete partner directory and New Jersey Schedule NJK-1 for each partner.
• Due on the fifteenth (15th) day of the fourth month following the close of the tax year (April 15 for calendar-year partnerships).

(c) NJ-CBT-1065 (Nonresident Partner Tax).

• Partnerships with nonresident partners must check the tax and exception rules in N.J.S.A. § 54:10A-15.11; file Form NJ-CBT-1065 when tax is calculated as due for a nonresident partner.
• The tax is calculated on the nonresident partners' share of New Jersey-source income.

(d) New Jersey Gross Income Tax (GIT).

• New Jersey resident partners are subject to the New Jersey Gross Income Tax (N.J.S.A. § 54A:1-1 et seq.) on their share of Partnership income at rates ranging from 1.4% to 10.75% (as of 2025).
• Individual nonresident partners with New Jersey-source income should check whether their gross income from all sources exceeds the filing threshold for their filing status before filing Form NJ-1040NR. Entity partners do not file this individual return; check the return requirements for their entity type.

(e) Pass-Through Business Alternative Income Tax (BAIT).

• The Partnership may elect to pay the New Jersey BAIT (N.J.S.A. § 54A:12-1 et seq.), which allows entity-level taxation at graduated rates. Partners receive a corresponding credit on their individual returns.
• The Partnership must make a separate annual PTE/BAIT election electronically through the Division of Taxation's PTE File and Pay System before making BAIT payments. The election is not made on Form NJ-1065. File the separate BAIT return on Form PTE-100; Form PTE-200-T is for an extension with payment.
• BAIT estimated payments are due quarterly when required.

16.4 New Jersey Tax Filing Summary.

New Jersey Division of Taxation
Address: P.O. Box 252, Trenton, NJ 08695
Phone: (609) 292-6400
Website: https://www.nj.gov/treasury/taxation

New Jersey Division of Revenue and Enterprise Services
Address: P.O. Box 308, Trenton, NJ 08625-0308
Phone: (609) 292-9292
Website: https://www.njportal.com/DOR/BusinessRegistration

16.5 New Jersey Law Against Discrimination (LAD).
(a) The New Jersey LAD (N.J.S.A. § 10:5-1 et seq.) is one of the most comprehensive state civil rights statutes in the United States.
(b) The LAD prohibits discrimination in employment, housing, places of public accommodation, and contractual relationships based on numerous protected categories including: race, color, religion, national origin, ancestry, age, sex, gender identity or expression, disability, affectional or sexual orientation, marital status, domestic partnership or civil union status, familial status, liability for military service, and nationality.
(c) The Partnership shall not discriminate against any person in its employment practices, business dealings, or contractual relationships in violation of the LAD.
(d) The LAD allows for individual liability of persons who aid and abet discriminatory conduct.
(e) The Partnership shall maintain written anti-discrimination policies and provide appropriate training.

16.6 New Jersey Consumer Fraud Act.
(a) The Partnership shall comply with the New Jersey Consumer Fraud Act (N.J.S.A. § 56:8-1 et seq.) in all dealings with consumers.
(b) The Consumer Fraud Act provides for treble damages, attorneys' fees, and costs for violations.

16.7 Trade Name Registration.
(a) If this general partnership operates under a trade name, it must register that name with the county clerk in the county where the business is located (N.J.S.A. § 56:1-1 et seq.).
(b) The five-year renewal rule for Division of Revenue alternate names does not apply to this county trade name registration.

16.8 Division of Revenue Filing Information.

16.9 LLP Conversion Option.
(a) The Partners may elect to qualify the Partnership as a limited liability partnership ("LLP") under N.J.S.A. § 42:1A-47.
(b) Requirements:
(i) File a statement of qualification with the Division of Revenue;
(ii) Partnership name must contain "LLP," "L.L.P.," or "Registered Limited Liability Partnership";
(iii) File annual reports with the Division of Revenue (N.J.S.A. § 42:1A-49).
(c) An obligation incurred while the Partnership is an LLP, whether arising in contract, tort, or otherwise, is solely an obligation of the Partnership. A partner is not personally liable for it solely by reason of being or acting as a partner (N.J.S.A. § 42:1A-18(c)); this does not excuse liability arising from the partner's own conduct or another independent basis.

16.10 New Jersey Workers' Compensation.
(a) If the Partnership has employees, it must provide workers' compensation insurance under N.J.S.A. § 34:15-1 et seq.
(b) New Jersey also requires temporary disability insurance (N.J.S.A. § 43:21-25 et seq.) and family leave insurance.

16.11 New Jersey Specific Employment Requirements.
(a) The Partnership shall comply with:
(i) New Jersey Wage Payment Law (N.J.S.A. § 34:11-4.1 et seq.);
(ii) New Jersey Wage and Hour Law (N.J.S.A. § 34:11-56a et seq.);
(iii) New Jersey WARN Act (N.J.S.A. § 34:21-1 et seq.) for mass layoffs;
(iv) New Jersey Earned Sick Leave Law (N.J.S.A. § 34:11D-1 et seq.);
(v) New Jersey Family Leave Act (N.J.S.A. § 34:11B-1 et seq.); and
(vi) CEPA (Conscientious Employee Protection Act, N.J.S.A. § 34:19-1 et seq.) (whistleblower protections).

16.12 New Jersey Statute of Limitations. N.J.S.A. 2A:14-1(a) gives six years after accrual for a qualifying contract claim not under seal; subsection (b) excludes a contract for sale governed by N.J.S.A. 12A:2-725. Check the instrument and claim before applying that period.

16.13 Dissolution Under New Jersey Law.
(a) Upon dissolution, the Partnership shall follow winding-up procedures under the Act.
(b) A Statement of Dissolution filed with the Division of Revenue cancels any filed Statement of Partnership Authority and provides ninety (90) days' constructive notice to third parties.
(c) The Partnership must file any required final NJ-1065 and NJ-CBT-1065 returns and remit any partnership filing fee through the current payment process.
(d) The Partnership must also cancel its NJ Business Registration Certificate.

ARTICLE 17: EXECUTION AND SIGNATURE BLOCKS

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

PARTNER SIGNATURES

Partner A:

Name: [________________________________]
Title (if entity): [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Partner B:

Name: [________________________________]
Title (if entity): [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Partner C: (if applicable)

Name: [________________________________]
Title (if entity): [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
Email: [________________________________]
Phone: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF NEW JERSEY
COUNTY OF [________________________________]

On this [____] day of [________________________________], [________], before me, the undersigned Notary Public of the State of New Jersey, 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 Signature: _______________________________________________
Printed Name: [________________________________]
My Commission Expires: [__/__/____]

[NOTARY SEAL]

SCHEDULE A: PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

SCHEDULE B: PARTNERSHIP PROPERTY

SCHEDULE C: FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned acknowledges receipt and review of the General Partnership Agreement dated [__/__/____] (the "Agreement").

By executing this Joinder, the undersigned agrees to become a Partner and be bound by all terms of the Agreement.

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

Signature: _______________________________________________
Date: [__/__/____]
Address: [________________________________]

ACKNOWLEDGED BY EXISTING PARTNERS:

Signature: _______________________________________________ Date: [__/__/____]
Name: [________________________________]

Signature: _______________________________________________ Date: [__/__/____]
Name: [________________________________]

SCHEDULE D: MANAGING PARTNER AUTHORITY

The Managing Partner shall have authority to:

☐ Execute contracts up to $[________________________________]
☐ Hire and terminate employees and contractors
☐ Open and maintain bank accounts
☐ Execute leases not exceeding [____] years
☐ Purchase supplies, equipment, and inventory in the ordinary course
☐ Make required tax filings (NJ-1065, any NJ-CBT-1065) and use the current NJ-1065 fee payment process where applicable
☐ Register trade names and maintain required state filings
☐ Other: [________________________________]

The Managing Partner shall NOT take any action listed in Section 5.3 without required consent.

SOURCES AND REFERENCES

• New Jersey Legislature, P.L. 2000, c. 161, § 15 (N.J.S.A. § 42:1A-15), official PDF: https://pub.njleg.gov/Bills/2000/PL00/161_.PDF (checked 2026-10-26 against the current official statutes gateway). Real-property transfer authority is conclusive for a purchaser giving value without contrary knowledge only if a certified copy of the filed statement is recorded with the county recording officer and no certified limitation is then of record.
• New Jersey Legislature, P.L. 2000, c. 161, § 60, official PDF: https://pub.njleg.gov/Bills/2000/PL00/161_.PDF (checked 2026-10-26). Approved December 7, 2000; effective the first business day following enactment, December 8, 2000.
• New Jersey Division of Taxation, 2025 NJ-1040NR instructions, official PDF: https://www.nj.gov/treasury/taxation/pdf/current/1040nri.pdf (checked 2026-10-26). Individual filing depends on filing status and gross income from all sources; the form is an individual return.
• New Jersey Legislature, P.L. 2000, c. 161, § 18 (N.J.S.A. § 42:1A-18), official PDF: https://pub.njleg.gov/Bills/2000/PL00/161_.PDF (accessed 2026-10-10). The section states that, subject to subsections b. and c., all partners are jointly and severally liable for partnership obligations.
• New Jersey Legislature, P.L. 2000, c. 161, §§ 18(c), 47-49 (N.J.S.A. §§ 42:1A-18(c), -47 to -49), official PDF: https://pub.njleg.gov/Bills/2000/PL00/161_.PDF (checked 2026-10-26). The LLP liability shield covers partnership obligations in contract, tort, or otherwise; qualification and annual report provisions contain no general insurance prerequisite.
• New Jersey Division of Revenue, Alternate Name: https://www.nj.gov/treasury/revenue/altname.shtml (checked 2026-10-26). General partnerships use county trade names; the five-year term applies to Division alternate name registrations for specified entities.
• New Jersey Division of Taxation, PTE/BAIT: https://www.nj.gov/treasury/taxation/baitpte/index.shtml (checked 2026-10-26). The election and PTE-100 return are filed separately from NJ-1065 through the electronic PTE system.
• New Jersey Courts, Alloy, Silverstein, Shapiro, Adams, Mulford, Cicalese, Wilson & Co., P.A. v. Shapiro, A-3506-19 (App. Div. July 7, 2021), official PDF: https://www.njcourts.gov/system/files/court-opinions/2021/a3506-19.pdf (accessed 2026-10-10). The opinion states the Solari/Whitmyer three-part reasonableness test and cites Solari Industries, Inc. v. Malady, 55 N.J. 571, 585 (1970), and Whitmyer Bros., Inc. v. Doyle, 58 N.J. 25, 35 (1971).

This template is provided for informational and educational purposes only and does not constitute legal advice. It is intended as a starting point and must be reviewed, customized, and approved by a qualified attorney licensed in the State of New Jersey before execution. Laws change frequently; statutory citations should be verified at time of use. New Jersey has particularly complex tax and anti-discrimination requirements; professional guidance is essential. Neither the authors nor the publisher assume any liability for the use or misuse of this template. Do not execute this document without obtaining independent legal counsel.