General Partnership Agreement (New York)

GENERAL PARTNERSHIP AGREEMENT (NEW YORK)

Governed by the New York Partnership Law, Articles 1 through 4 (N.Y. Partnership Law §§ 1-82), which derive from the original 1914 Uniform Partnership Act. New York is ONE OF THE FEW STATES THAT HAS NOT ADOPTED the 1997 Revised Uniform Partnership Act (RUPA); consequently, the aggregate (not entity) theory of partnership, joint-and-several liability under § 26, and the traditional Meinhard fiduciary duties govern this relationship.

PRELIMINARY NEW YORK DRAFTING NOTES

1. New York partnership law is not RUPA. New York Partnership Law derives from the original 1914 Uniform Partnership Act and retains the "aggregate" rather than "entity" theory in most respects. Partnerships in New York are NOT separate legal entities for most purposes, and dissolution is triggered by the withdrawal, death, or bankruptcy of any partner (§ 62), subject to the partnership agreement's continuation rules.
2. Joint and several liability. Under Partnership Law § 26, partners are jointly and severally liable for all obligations of the partnership (tort and contract). This unlimited personal liability is a key reason most NY practitioners recommend limited liability partnerships under Partnership Law § 121-1500 et seq., LLCs under LLCL § 203, or LLPs registered under Partnership Law Art. 8-B instead of general partnerships.
3. Meinhard fiduciary duties. Meinhard v. Salmon, 249 N.Y. 458 (1928) (Cardozo, C.J.), remains binding NY Court of Appeals precedent and imposes on partners "the punctilio of an honor the most sensitive." New York law does NOT permit wholesale waiver of fiduciary duties in general partnerships (contrast Delaware LPs/LLCs); Partnership Law § 43 specifically codifies the duty to account.
4. No publication requirement. Unlike NY LLCs (LLCL § 206) or NY limited partnerships (Partnership Law § 121-201), a general partnership does NOT require publication. A statement of partnership authority may optionally be filed but is not required.
5. Assumed name. If the partnership will conduct business under a name other than the surnames of all partners, a Business Certificate for Partners must be filed with the county clerk of each county in which the partnership conducts business, pursuant to GBL § 130.

1. DOCUMENT HEADER

THIS GENERAL PARTNERSHIP AGREEMENT (this "Agreement") is made as of [__/__/____] (the "Effective Date") by and among the individuals or entities listed on Schedule A (each, a "Partner" and collectively, the "Partners"), who agree to associate as co-owners of a business for profit in the State of New York, thereby forming a general partnership (the "Partnership") under N.Y. Partnership Law § 10.

Recitals

A. The Partners desire to form a general partnership to conduct the business described in Section 3 below;

B. The Partners acknowledge that, under N.Y. Partnership Law § 26, they will be jointly and severally liable for all obligations of the Partnership, including contract and tort claims, without limitation;

C. The Partners further acknowledge that, because New York has not adopted the Revised Uniform Partnership Act (RUPA), this Partnership is analyzed under the aggregate (rather than entity) theory for most purposes, and that each Partner owes the others the heightened fiduciary duties described in Meinhard v. Salmon, 249 N.Y. 458 (1928); and

D. The Partners wish to set forth in writing their respective rights, duties, and obligations, including modifications to the default provisions of N.Y. Partnership Law to the extent permitted.

NOW, THEREFORE, the Partners agree as follows.

2. FORMATION AND NAME

2.1 Formation

The Partners hereby form the Partnership effective on the Effective Date. The Partnership is governed by N.Y. Partnership Law Articles 1 through 4 (§§ 1-82), except as expressly modified by this Agreement to the extent such modifications are permissible.

2.2 Name

The name of the Partnership is "[________________________________]". Each Partner consents to use of this name. If the name does not consist of the surnames of all Partners, the Partners shall jointly file a Business Certificate for Partners ("DBA") with the county clerk of each county in which the Partnership conducts business, as required by N.Y. General Business Law § 130.

2.3 Principal Place of Business

[________________________________], County of [____________], State of New York, or such other place as the Partners unanimously agree.

2.4 Registered Agent for Service

[Not required for a general partnership, but Partners may designate one.]

2.5 Statement of Partnership Authority (Optional)

The Partners may, but are not required to, file a Statement of Partnership Authority with the N.Y. Department of State. Filing (if any) does not convert the Partnership into an entity.

3. PURPOSE AND TERM

3.1 Purpose

The Partnership's purpose is to engage in: [________________________________], and any activity lawful under the laws of the State of New York.

3.2 Term

The Partnership shall commence on the Effective Date and continue until dissolved under Section 12 of this Agreement or by operation of N.Y. Partnership Law §§ 60-62. The Partners acknowledge that under Partnership Law § 62, events such as the death, bankruptcy, or withdrawal of a Partner may cause dissolution absent a contrary agreement; Section 12 below provides for continuation notwithstanding such events.

4. CAPITAL CONTRIBUTIONS

4.1 Initial Contributions

Each Partner shall contribute the cash, property, or services described opposite such Partner's name on Schedule A on or before the Effective Date.

4.2 Additional Contributions

No Partner is obligated to make additional capital contributions. Additional contributions may be made only with the unanimous written consent of the Partners.

4.3 No Interest on Capital

No Partner shall be entitled to interest on its capital contribution, consistent with N.Y. Partnership Law § 40(d).

4.4 Loans by Partners

Any Partner who, with unanimous consent, advances funds beyond its capital contribution shall be entitled to repayment with interest at the greater of (a) the rate agreed to in writing or (b) the N.Y. statutory legal rate of 9% per annum under CPLR § 5004, consistent with Partnership Law § 40(c). Such loans shall not be treated as capital.

5. PARTNERSHIP INTERESTS, PROFITS, AND LOSSES

5.1 Percentage Interests

Each Partner's percentage interest is set forth on Schedule A.

5.2 Sharing of Profits and Losses

Profits and losses shall be allocated to the Partners in proportion to their respective Percentage Interests, modifying the default equal-sharing rule of N.Y. Partnership Law § 40(a).

5.3 Distributions

Distributions shall be made as the Partners unanimously determine, subject to creation of reasonable reserves for Partnership obligations.

5.4 Tax Matters

The Partnership shall be taxed as a partnership for federal and New York State income tax purposes under IRC Subchapter K. The Partners shall designate a "partnership representative" under IRC § 6223 who shall also handle New York State tax proceedings and, where elected, the New York Pass-Through Entity Tax under Tax Law Art. 24-A.

6. MANAGEMENT AND VOTING

6.1 Equal Management Rights (Modifying § 40(e))

Except as expressly modified herein, each Partner has equal rights in the management and conduct of the Partnership business, consistent with N.Y. Partnership Law § 40(e). Ordinary decisions in the usual course of business require the approval of Partners holding a majority of Percentage Interests.

6.2 Actions Requiring Unanimous Consent

The following matters require the unanimous written consent of all Partners, consistent with N.Y. Partnership Law § 40(h) (no act in contravention of any agreement) and § 40(g) (extraordinary matters):

☐ Admission of a new Partner (§ 40(g));
☐ Amendment of this Agreement;
☐ Sale or transfer of all or substantially all Partnership assets;
☐ Confession of judgment (§ 20(3)(d));
☐ Submission of any claim to arbitration (§ 20(3)(e));
☐ Assignment of Partnership property in trust for creditors (§ 20(3)(a));
☐ Any act that would make it impossible to carry on the ordinary business (§ 20(3)(c));
☐ Incurring indebtedness exceeding $[____________];
☐ Entering into any transaction with a Partner or its affiliates exceeding $[____________];
☐ Dissolution or merger.

6.3 Meetings

Any Partner may call a meeting on [____] days' prior written notice. Meetings may be held in person or by electronic means (telephone, video).

6.4 Authority to Bind Partnership (§ 20)

Subject to Section 6.2, each Partner is an agent of the Partnership for the purpose of its business, consistent with N.Y. Partnership Law § 20. However, any contract exceeding $[____________] requires the signature of at least [____] Partners.

6.5 Managing Partner

☐ The Partners hereby designate [________________________________] as Managing Partner with authority for day-to-day operations. The Managing Partner may be removed by the vote of Partners holding [____]% of Percentage Interests.

7. FIDUCIARY DUTIES

7.1 Meinhard Standard

Each Partner owes the other Partners and the Partnership the fiduciary duties of loyalty, good faith, and full disclosure, at "the punctilio of an honor the most sensitive," as required by Meinhard v. Salmon, 249 N.Y. 458 (1928). These duties include:

(a) Duty of Loyalty: To refrain from dealing adversely to the Partnership, competing with it, or appropriating its opportunities;

(b) Duty to Account: To account to the Partnership for any benefit derived from transactions affecting the Partnership, consistent with N.Y. Partnership Law § 43;

(c) Duty of Care: To act with the care of an ordinarily prudent person under similar circumstances, subject to the business judgment rule; and

(d) Duty of Disclosure: To render on demand true and full information of all things affecting the Partnership, consistent with Partnership Law § 42.

7.2 Permitted Outside Activities

Notwithstanding Section 7.1, the Partners may engage in outside activities not directly competitive with the Partnership's business, provided such activities are disclosed to the other Partners and do not appropriate Partnership opportunities. This limited waiver is enforceable to the extent permitted by New York law; no waiver of the duty to account under § 43 or of the Meinhard baseline of good-faith dealing shall be effective.

7.3 Books and Records (§ 41)

The Partnership's books shall be kept at the principal place of business and shall be open to inspection by any Partner during business hours, consistent with N.Y. Partnership Law § 41. Any agreement purporting to eliminate this right is unenforceable.

8. RESTRICTIVE COVENANTS AND CONFIDENTIALITY

8.1 Confidentiality

Each Partner shall maintain the confidentiality of all non-public Partnership information during and after the term of the Partnership. Such obligations extend to trade secrets under New York common law (Ashland Mgmt. v. Janien, 82 N.Y.2d 395 (1993)).

8.2 Non-Competition

During the term of the Partnership, no Partner shall engage in a business directly competitive with the Partnership within [geographic area] without unanimous consent. The Partners acknowledge the BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999), reasonableness test, which requires that any restrictive covenant be: (i) no greater than necessary to protect legitimate business interests; (ii) not unduly burdensome; and (iii) not injurious to the public. The Partners further acknowledge the pending N.Y. Senate Bill S4641 (2025-2026 session) limiting non-competes.

8.3 Non-Solicitation

During the Partnership's term and for [____] months thereafter, no Partner shall solicit customers, clients, or employees of the Partnership, subject to the BDO Seidman limitation regarding customers with whom the departing Partner had no prior relationship.

9. TRANSFER OF PARTNERSHIP INTERESTS (§§ 52-55)

9.1 Right to Assign Economic Interest (§ 52)

Consistent with N.Y. Partnership Law § 52, a Partner's assignment of its interest does not, by itself, dissolve the Partnership or entitle the assignee to participate in management, require information, or inspect books. The assignee is only entitled to receive the profits to which the assignor would otherwise be entitled.

9.2 Consent Required for Admission

No assignee may be admitted as a Partner without the unanimous written consent of all Partners, consistent with § 40(g).

9.3 Right of First Refusal

If a Partner receives a bona fide third-party offer, it must first offer the interest to the other Partners on identical terms for [____] days.

9.4 Charging Orders (§ 54)

A creditor of a Partner may obtain a charging order under N.Y. Partnership Law § 54 against such Partner's interest, which is the exclusive remedy against the interest and does not grant management rights.

10. INSURANCE AND RISK MANAGEMENT

10.1 Required Insurance

The Partnership shall maintain: (a) commercial general liability insurance with minimum limits of $[____________] per occurrence; (b) if the Partnership has employees in New York, statutory NY workers' compensation coverage (Workers' Comp. Law § 10) and NY disability benefits coverage (Workers' Comp. Law § 202); (c) property insurance; and (d) such other coverage as the Partners unanimously deem prudent.

10.2 Partner Indemnification (§ 40(b))

Consistent with N.Y. Partnership Law § 40(b), the Partnership shall indemnify every Partner for payments made and personal liabilities reasonably incurred in the ordinary and proper conduct of the Partnership business, or for the preservation of its business or property.

11. DEFAULT AND REMEDIES

11.1 Events of Default

A Partner is in default upon: (a) material breach not cured within 30 days after written notice; (b) bankruptcy, insolvency, or assignment for the benefit of creditors; (c) fraud, willful misconduct, or knowing violation of law; (d) assignment of interest in violation of Section 9; or (e) failure to make a capital contribution or loan that the Partner is obligated to provide.

11.2 Remedies

The non-defaulting Partners may: (a) seek specific performance; (b) seek injunctive relief under CPLR § 6301; (c) expel the Defaulting Partner for cause under Section 12.4 below, provided notice and an opportunity to be heard are provided; or (d) seek damages with prejudgment interest at 9% per annum under CPLR § 5004.

11.3 Attorneys' Fees

The prevailing party in any action to enforce this Agreement shall recover reasonable attorneys' fees and costs, drafted with "unmistakable clarity" as required by Hooper Associates v. AGS Computers, 74 N.Y.2d 487 (1989).

12. DISSOCIATION, DISSOLUTION, AND WINDING UP

12.1 Causes of Dissolution (§ 62)

The Partnership shall be dissolved upon: (a) expiration of any definite term; (b) mutual agreement of all Partners; (c) expulsion of any Partner under Section 12.4; (d) death, bankruptcy, or withdrawal of any Partner (subject to continuation under Section 12.3); (e) judicial decree under Partnership Law § 63; or (f) any event making it unlawful to carry on the Partnership business.

12.2 Judicial Dissolution (§ 63)

Any Partner may apply to the Supreme Court of the State of New York for judicial dissolution on any ground enumerated in § 63, including (a) incapacity of a Partner; (b) incapable conduct of business; (c) conduct prejudicially affecting the business; (d) willful or persistent breach of the partnership agreement; or (e) other circumstances rendering dissolution equitable.

12.3 Continuation Following Partner Withdrawal

Notwithstanding Section 12.1, the remaining Partners may elect, within [____] days after a dissolution event affecting a single Partner, to continue the Partnership by purchasing the withdrawing or defaulting Partner's interest at fair value determined in accordance with Schedule B.

12.4 Expulsion for Cause

A Partner may be expelled only: (a) by unanimous vote of the other Partners; (b) for cause, including fraud, willful misconduct, material breach, or bankruptcy; and (c) with written notice and opportunity to be heard.

12.5 Winding Up (§§ 68-73)

Upon dissolution, the Partnership's assets shall be applied in the following order under N.Y. Partnership Law § 71:

(a) to creditors other than Partners;
(b) to Partners for loans to the Partnership (other than capital and profits);
(c) to Partners for capital contributions; and
(d) to Partners for profits in proportion to Percentage Interests.

13. DISPUTE RESOLUTION

13.1 Governing Law

This Agreement shall be governed by the laws of the State of New York, without regard to conflict-of-laws principles. For transactions valued at $250,000 or more, the Partners invoke N.Y. General Obligations Law § 5-1401.

13.2 Exclusive Forum

Any action arising out of or relating to this Agreement shall be brought exclusively in: (a) the Supreme Court of the State of New York, County of [____________], and where jurisdiction exists, the Commercial Division under 22 NYCRR § 202.70; or (b) the U.S. District Court for the [Southern / Eastern] District of New York. For transactions valued at $1,000,000 or more, the Partners invoke N.Y. GOL § 5-1402 to preclude forum non conveniens dismissal. Each Partner consents to personal jurisdiction.

13.3 Arbitration Election

☐ The Partners hereby elect to arbitrate disputes in [New York County], New York, before [AAA Commercial / JAMS] by a [sole arbitrator / panel of three]. NOTE: Under Partnership Law § 20(3)(e), an agreement to submit a partnership claim to arbitration generally requires unanimous Partner consent, which this Section provides.

☐ The Partners do NOT elect arbitration; disputes shall proceed in court.

13.4 Jury Waiver

THE PARTNERS KNOWINGLY WAIVE ANY RIGHT TO JURY TRIAL, CONSISTENT WITH CPLR § 4102(c).

13.5 Statute of Limitations

Contract claims under this Agreement are subject to the six-year limitations period of CPLR § 213(2); breach of fiduciary duty claims seeking equitable relief are subject to six years, while those seeking money damages are subject to three years (IDT Corp. v. Morgan Stanley Dean Witter & Co., 12 N.Y.3d 132 (2009)).

14. GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement, together with Schedule A, constitutes the entire agreement among the Partners and supersedes all prior agreements. Amendments require unanimous written consent under Section 6.2, consistent with GOL § 15-301.

14.2 Severability

If any provision is held invalid, the remaining provisions shall continue in effect, and the invalid provision shall be reformed to the minimum extent necessary under the NY partial-enforcement doctrine.

14.3 Electronic Signatures

This Agreement may be executed electronically pursuant to N.Y. State Technology Law Art. 3 (ESRA). New York is the only state not to have adopted UETA; ESRA gives electronic signatures the same legal effect as handwritten signatures except for documents excluded under STL § 307.

14.4 Notices

Notices shall be delivered in writing to the addresses listed on Schedule A by certified mail, overnight courier, or email with confirmation.

14.5 No Third-Party Beneficiaries

Except for indemnification rights, there are no third-party beneficiaries of this Agreement.

14.6 Counterparts

This Agreement may be executed in counterparts, including electronic and PDF signatures.

15. EXECUTION

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

[Partner 1 Name]

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

[Partner 2 Name]

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

[Repeat as needed]

SCHEDULE A — PARTNERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

SCHEDULE B — VALUATION METHODOLOGY FOR WITHDRAWING PARTNER

[Appraisal / formula / book value methodology to be specified]

SOURCES AND REFERENCES

• N.Y. Partnership Law (N.Y. Cons. Laws PTR) Arts. 1-4: https://www.nysenate.gov/legislation/laws/PTR
• Meinhard v. Salmon, 249 N.Y. 458 (1928)
• BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)
• Ashland Mgmt. v. Janien, 82 N.Y.2d 395 (1993)
• Hooper Associates v. AGS Computers, 74 N.Y.2d 487 (1989)
• IDT Corp. v. Morgan Stanley Dean Witter & Co., 12 N.Y.3d 132 (2009)
• N.Y. General Business Law § 130 (assumed name): https://www.nysenate.gov/legislation/laws/GBS/130
• N.Y. General Obligations Law § 5-1401, § 5-1402: https://www.nysenate.gov/legislation/laws/GOB/A5
• N.Y. CPLR §§ 213, 5001, 5004, 6301: https://www.nysenate.gov/legislation/laws/CVP
• N.Y. State Technology Law Art. 3 (ESRA): https://www.nysenate.gov/legislation/laws/STT/A3
• 22 NYCRR § 202.70 (Commercial Division)