Partnership Agreement - General (West Virginia)

GENERAL PARTNERSHIP AGREEMENT

STATE OF WEST VIRGINIA

---

THIS GENERAL PARTNERSHIP AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the undersigned parties (each, a "Partner" and collectively, the "Partners").

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the West Virginia Uniform Partnership Act, W. Va. Code Chapter 47B, § 47B-1-1 et seq. (the "Act"), and upon the terms and conditions set forth herein.

---

RECITALS

WHEREAS, the Partners desire to associate themselves as partners in a general partnership for the purposes described herein;

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

WHEREAS, the Partners wish to define their respective rights, duties, and obligations with respect to the Partnership and its business operations;

WHEREAS, the Partners intend that this Agreement shall constitute a "partnership agreement" as defined in W. Va. Code § 47B-1-1(5); and

WHEREAS, the Partners acknowledge the ten (10) year statute of limitations for written contracts in West Virginia and intend this Agreement to have full force and effect throughout its term;

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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. West Virginia-Specific Provisions
17. Execution and Signature Blocks

Schedules:

• Schedule A — Partners, Capital Contributions, and Percentage Interests
• Schedule B — West Virginia State-Specific Rider
• Schedule C — Form of Joinder Agreement
• Schedule D — Initial Business Plan and Budget

---

ARTICLE 1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below.

"AAA" means the American Arbitration Association.

"Act" means the West Virginia Uniform Partnership Act, W. Va. Code Chapter 47B, § 47B-1-1 et seq., as amended from time to time.

"Adjusted Capital Account" has the meaning assigned in Section 4.1(c).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person.

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

"Arbitration Rules" has the meaning set forth in Section 14.3.

"Business Day" means any day other than a Saturday, Sunday, or legal holiday in the State of West Virginia.

"Capital Account" means the capital account maintained for each Partner in accordance with Section 4.1(c) 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 any property (net of liabilities assumed or to which such property is subject) contributed to the Partnership by such Partner, as set forth on Schedule A.

"Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

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

"Distributable Cash" means cash received by the Partnership from operations and any other sources, less amounts reserved for Partnership obligations, working capital needs, and contingencies, as determined by the Partners.

"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 15.12.

"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, if applicable.

"Net Profits" and "Net Losses" mean, for each Fiscal Year (or portion thereof), the net income or net loss of the Partnership as determined for federal income tax purposes, with appropriate adjustments required by Treasury Regulation Section 1.704-1(b).

"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 Interest" means, with respect to any Partner, such Partner's entire ownership interest in the Partnership, including such Partner's right to share in Net Profits, Net Losses, and distributions, and to participate in the management and affairs of the Partnership.

"Partnership Representative" has the meaning set forth in Section 4.6.

"Percentage Interest" means, for any Partner, the percentage set forth opposite such Partner's name on Schedule A, as adjusted from time to time pursuant to this Agreement.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, association, governmental authority, or other entity.

"Secretary of State" means the West Virginia Secretary of State, Business & Licensing Division.

"Statement of Partnership Authority" means a statement filed with the Secretary of State pursuant to W. Va. Code § 47B-3-3.

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

"Transfer" has the meaning set forth in Section 11.1.

"Treasury Regulations" means the regulations promulgated under the Code by the United States Department of the Treasury.

"Unanimous Vote" means the affirmative vote of all Partners.

"WV Tax Division" means the West Virginia State Tax Division or any successor agency.

---

ARTICLE 2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation

The Partnership is hereby formed as a general partnership under the laws of the State of West Virginia, effective as of the Effective Date, pursuant to W. Va. Code § 47B-2-2. The rights and obligations of the Partners shall be governed by the Act, except as modified by this Agreement to the extent permitted by law.

2.2 Name

The Partnership shall conduct its business under the name:

[________________________________]

or such other name as the Partners may approve by Unanimous Vote. If the Partnership conducts business under a name other than the legal names of all Partners, it shall comply with West Virginia's trade name and registration requirements.

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 by West Virginia law.

2.4 Principal Office

The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________] (City), West Virginia [____] (Zip Code)

The Partners may change the principal office by Majority Vote upon written notice to all Partners.

2.5 Registered Agent

The Partnership's registered agent for service of process in West Virginia shall be:

Name: [________________________________]
Street Address: [________________________________]
City, State, Zip: [________________________________], West Virginia [____]

2.6 Term

The Partnership shall commence on the Effective Date and shall continue:

☐ As a partnership at will, until dissolved in accordance with Article 12 of this Agreement
☐ For a definite term of [____] years from the Effective Date
☐ Until the completion of the following undertaking: [________________________________]

2.7 Statement of Partnership Authority

(a) The Partners authorize and direct the filing of a Statement of Partnership Authority with the West Virginia Secretary of State pursuant to W. Va. Code § 47B-3-3, which shall set forth:

(i) The name of the Partnership;
(ii) The street address of the Partnership's chief executive office and of one (1) office in West Virginia, if applicable;
(iii) The names and mailing addresses of all Partners or of an agent appointed and maintained by the Partnership;
(iv) The names of Partners authorized to execute instruments transferring real property held in the name of the Partnership; and
(v) Any restriction on the authority of any Partner.

(b) Automatic Cancellation. Unless earlier canceled, a filed Statement of Partnership Authority is canceled by operation of law five (5) years after the date on which the statement, or the most recent amendment, was filed with the Secretary of State, per W. Va. Code § 47B-3-3(g).

(c) The Partners shall review and, if necessary, refile or amend the Statement of Partnership Authority before its five-year expiration.

(d) No Partner shall file a Statement of Denial pursuant to W. Va. Code § 47B-3-4 without first providing thirty (30) days' written notice to all other Partners.

2.8 Trade Name Registration

If the Partnership operates under a name other than the legal names of all Partners, it shall register the trade name with the West Virginia Secretary of State in accordance with applicable law.

2.9 Qualifying in Other Jurisdictions

If the Partnership conducts business in any state or jurisdiction other than West Virginia, the Partners shall cause the Partnership to comply with all applicable laws regarding qualification to transact business in such jurisdiction.

---

ARTICLE 3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions

Each Partner shall contribute to the Partnership the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date (or such later date as specified on Schedule A). Capital Contributions may consist of:

☐ Cash
☐ Real property (valued at fair market value as of the date of contribution)
☐ Personal property (valued at fair market value as of the date of contribution)
☐ Services rendered or to be rendered (as agreed upon by the Partners)
☐ Promissory note (subject to the terms specified on Schedule A)

3.2 Additional Capital Contributions

(a) No Partner shall be obligated to make additional Capital Contributions beyond those specified on Schedule A without such Partner's prior written consent.

(b) If the Partners determine that additional capital is needed, the Managing Partner (or, if none, any Partner) shall provide written notice to all Partners specifying the amount needed, the purpose, and the deadline.

(c) Partners electing to make additional Capital Contributions shall do so pro rata in accordance with their Percentage Interests, unless unanimously agreed otherwise.

(d) If any Partner declines to contribute, the other Partners may contribute such Partner's share, and Percentage Interests shall be adjusted accordingly.

3.3 Capital Accounts

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

(b) Each Partner's Capital Account shall be:
(i) Increased by cash contributed, fair market value of property contributed (net of liabilities), and allocations of Net Profits; and
(ii) Decreased by cash distributed, fair market value of property distributed (net of liabilities), and allocations of Net Losses.

3.4 Interest on Capital

No Partner shall be entitled to receive interest on any Capital Contribution or Capital Account balance, unless the Partners unanimously agree otherwise in writing.

3.5 Withdrawal of Capital

No Partner may withdraw any portion of its Capital Contribution without the prior written consent of Partners holding at least a Supermajority Vote.

3.6 Loans by Partners

(a) Any Partner may, with Majority Vote approval, make loans to the Partnership. Such loans shall bear interest at the rate of [____]% per annum (or, if lower, the maximum rate permitted by West Virginia law — note that West Virginia's general usury rate is 8% per annum under W. Va. Code § 47-6-5, with exceptions for commercial transactions).

(b) Partner loans shall be documented in writing and shall not be considered Capital Contributions. Repayment of Partner loans (including accrued interest) shall have priority over distributions.

---

ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Net Profits and Net Losses

(a) Net Profits. Net Profits for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests.

(b) Net Losses. Net Losses for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests; provided that no Net Losses shall be allocated to a Partner to the extent such allocation would cause or increase a deficit balance in such Partner's Capital Account.

(c) Adjusted Capital Account. "Adjusted Capital Account" means the balance in a Partner's Capital Account as adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

(d) Regulatory Allocations. The Partners intend that allocations satisfy the "substantial economic effect" test under Treasury Regulation Section 1.704-1(b). The Partners shall make such adjustments as necessary, including (i) a "qualified income offset" provision, (ii) a "minimum gain chargeback" provision, and (iii) a "partner nonrecourse debt minimum gain chargeback" provision.

(e) Section 704(c) Allocations. In accordance with Code Section 704(c), items of income, gain, loss, and deduction with respect to contributed property shall, solely for tax purposes, be allocated to take into account any variation between the adjusted basis and fair market value at contribution.

4.2 Distributions

(a) Timing and Amount. Distributable Cash shall be distributed at such times and in such amounts as determined by Majority Vote, but not less frequently than [quarterly / semi-annually / annually].

(b) Pro Rata Distributions. All distributions shall be made pro rata in accordance with Percentage Interests, unless unanimously agreed otherwise.

(c) Tax Distributions. The Partnership shall use commercially reasonable efforts to distribute to each Partner, not later than [fifteen (15)] days prior to estimated tax payment due dates, an amount sufficient to cover such Partner's estimated federal and West Virginia state income tax liability attributable to Partnership income, calculated using the highest applicable marginal rates (currently 6.5% for West Virginia and 37% for federal).

(d) Limitation on Distributions. No distribution shall be made if the Partnership would be unable to pay its debts as they become due.

4.3 Withholding

(a) The Partnership shall withhold and pay over to appropriate taxing authorities any amounts required to be withheld under federal, West Virginia, or other applicable tax law.

(b) West Virginia Nonresident Withholding. Pursuant to W. Va. Code § 11-21-51A, the Partnership shall withhold West Virginia income tax at the rate of 6.5% on each nonresident Partner's share of West Virginia-source income, unless the nonresident Partner has filed a West Virginia Nonresident Income Tax Agreement (Form NRW-4) with the Partnership.

(c) Any amounts withheld shall be treated as distributed to the applicable Partner.

4.4 Tax Elections

The Partnership may make the following tax elections:

(a) An election under Code Section 754 to adjust the basis of Partnership property;

(b) Any other election permitted by the Code or West Virginia tax law that the Partnership Representative deems advisable with Majority Vote consent.

4.5 Tax Returns

(a) The Partnership shall prepare and file all required federal and state tax returns in a timely manner.

(b) The Partnership shall file IRS Form 1065 and West Virginia Form PTE-100 (West Virginia S Corporation and Partnership Income Tax Return) and provide each Partner with IRS Schedule K-1 and West Virginia Schedule K-1 (WV/PTE) within seventy-five (75) days after the close of each Fiscal Year.

(c) West Virginia Filing Deadline. The Partnership's West Virginia income tax return (Form PTE-100) is due on March 15 for calendar-year filers (or the 15th day of the third month following the close of the fiscal year), with a six (6)-month extension available.

4.6 Partnership Representative

(a) [________________________________] is hereby designated as the "Partnership Representative" within the meaning of Code Section 6223.

(b) The Partnership Representative shall have authority and responsibilities under Subchapter C of Chapter 63 of the Code.

(c) The Partnership Representative shall keep all Partners informed and shall not settle or compromise any audit without Majority Vote consent.

(d) If eligible, the Partnership Representative shall cause the Partnership to elect out of the centralized partnership audit regime pursuant to Code Section 6221(b).

---

ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Authority

(a) The Partners shall manage the Partnership collectively. Unless otherwise provided, all decisions in the ordinary course of business shall require a Majority Vote.

(b) Each Partner shall devote such time and effort as is reasonably necessary for the conduct of Partnership business.

5.2 Major Decisions

The following actions shall require a Unanimous Vote:

(a) Amendment, modification, or waiver of any provision of this Agreement;
(b) Admission of a new Partner;
(c) Sale, exchange, or disposition of all or substantially all assets;
(d) Merger, conversion, or reorganization;
(e) Voluntary dissolution;
(f) Incurrence of indebtedness in excess of $[________________________________];
(g) Entry into any contract or commitment with an aggregate value in excess of $[________________________________];
(h) Commencement or settlement of litigation or arbitration;
(i) Any transaction between the Partnership and a Partner or Affiliate;
(j) Any change in the nature of Partnership business;
(k) Filing or amendment of Statement of Partnership Authority;
(l) Any action that would make it impossible to carry on the ordinary business; and
(m) Conversion to a limited liability partnership under W. Va. Code § 47B-10-1.

5.3 Meetings

(a) Regular Meetings. The Partners shall hold regular meetings at least [quarterly / monthly] at the principal office or such other location as agreed.

(b) Special Meetings. Any Partner may call a special meeting upon at least five (5) Business Days' prior written notice stating the date, time, place, and purpose.

(c) Remote Participation. Partners may participate by telephone, videoconference, or other electronic means, and such participation shall constitute presence in person.

5.4 Quorum and Voting

(a) Quorum. Partners holding a majority of Percentage Interests, present in person or by proxy, constitute a quorum.

(b) Voting. Each Partner votes in proportion to Percentage Interest. Matters are decided by Majority Vote unless otherwise required.

(c) Action Without Meeting. Any action may be taken without a meeting if all Partners consent in writing.

(d) Proxies. A Partner may vote by written proxy.

5.5 Managing Partner

(a) The Partners may, by Majority Vote, designate one or more Managing Partners.

(b) The initial Managing Partner(s) shall be:

☐ [________________________________] (Managing Partner)
☐ No Managing Partner designated; all Partners share management equally

(c) The Managing Partner shall have authority to:
(i) Execute contracts in the ordinary course of business;
(ii) Hire, supervise, and terminate employees and contractors;
(iii) Maintain bank accounts and make payments in the ordinary course;
(iv) File required tax returns and regulatory filings;
(v) Take such other actions as reasonably necessary for day-to-day operations.

(d) The Managing Partner may not take Major Decision actions without Unanimous Vote.

(e) The Managing Partner may be removed at any time by Majority Vote of non-Managing Partners.

5.6 Compensation

(a) The Managing Partner shall receive compensation of $[________________________________] per [month / year].

(b) Non-Managing Partners shall not receive compensation unless approved by Majority Vote.

(c) All Partners shall be reimbursed for reasonable out-of-pocket expenses upon presentation of documentation.

5.7 Duties of Partners

(a) Duty of Loyalty. Each Partner owes a duty of loyalty to the Partnership and other Partners as provided in W. Va. Code § 47B-4-4, including the duty to:
(i) Account for any property, profit, or benefit derived from the Partnership's business;
(ii) Refrain from dealing on behalf of an adverse party; and
(iii) Refrain from competing with the Partnership.

(b) Duty of Care. Each Partner owes a duty of care limited to refraining from grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law, as provided in W. Va. Code § 47B-4-4.

(c) Good Faith and Fair Dealing. Each Partner shall discharge duties consistently with the obligation of good faith and fair dealing.

---

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

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

6.1 Authority and Capacity

Such Partner has full legal right, power, and authority to execute, deliver, and perform this Agreement. If such Partner is an entity, it is duly organized, validly existing, and in good standing.

6.2 No Conflict

Execution and performance do not violate any law, agreement, or judgment applicable to such Partner and do not require any unobtained consent.

6.3 Investment Purpose

Such Partner is acquiring its Partnership Interest for its own account and not with a view to distribution in violation of securities laws.

6.4 Sophistication and Independent Advice

Such Partner is sophisticated in business matters and has had the opportunity to consult independent legal, tax, and financial advisors.

6.5 No Bankruptcy

Such Partner has not filed for bankruptcy, been adjudicated insolvent, or made an assignment for the benefit of creditors.

6.6 Disclosure

Such Partner has not withheld material information regarding its ability to perform under this Agreement.

6.7 Survival

The representations and warranties survive execution and continue for the Partnership's duration.

---

ARTICLE 7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law

(a) The Partnership and each Partner shall comply in all material respects with all applicable federal, state, and local laws, including the Act and all West Virginia regulations.

(b) The Partnership shall obtain and maintain all licenses, permits, and authorizations required for its business.

7.2 Non-Competition

(a) During the term of the Partnership and for a period of [____] months following dissociation or dissolution, no Partner shall directly or indirectly engage in, own, manage, operate, consult for, or be employed by any competitive business within [________________________________] (geographic scope).

(b) West Virginia Enforceability. West Virginia courts evaluate non-compete covenants under a reasonableness standard. The restrictions must be (i) reasonable in time and geographic scope, (ii) supported by legitimate business interests, (iii) not unduly harsh or oppressive, and (iv) consistent with public policy. West Virginia courts have authority to "blue pencil" or reform overbroad covenants.

(c) The Partners acknowledge these restrictions are reasonable and necessary to protect the Partnership's legitimate business interests.

7.3 Non-Solicitation

During the term and for [____] months following dissociation, no Partner shall solicit, hire, or attempt to hire any employee, contractor, or agent, or divert any customer, client, or supplier of the Partnership.

7.4 Confidentiality

(a) Each Partner shall hold in strict confidence all proprietary, trade secret, and confidential information of the Partnership ("Confidential Information") and shall not disclose to any third party without prior written consent, except as required by law.

(b) West Virginia recognizes the Uniform Trade Secrets Act (W. Va. Code § 47-22-1 et seq.) for the protection of trade secrets, and the Partners acknowledge its applicability.

(c) This confidentiality obligation survives dissociation and dissolution for [____] years.

7.5 Intellectual Property

(a) All intellectual property created in the course of Partnership business shall be Partnership property.

(b) No Partner shall use Partnership intellectual property for personal benefit without consent.

7.6 Notice of Material Matters

Each Partner shall promptly notify all other Partners of:
(a) Any material breach or default;
(b) Any material adverse change in business or financial condition;
(c) Any claim, suit, or proceeding; and
(d) Any event that could have a material adverse effect on the Partnership.

7.7 Coal, Mining, and Natural Resource Considerations

(a) If the Partnership engages in coal mining, natural gas extraction, timber, or other natural resource activities, it shall comply with all applicable West Virginia laws and regulations, including:
(i) The Surface Coal Mining and Reclamation Act (W. Va. Code Chapter 22, Article 3);
(ii) The Oil and Gas Conservation Commission regulations;
(iii) The West Virginia Department of Environmental Protection (DEP) permitting requirements; and
(iv) Federal and state mine safety regulations.

(b) The Partnership shall obtain all necessary permits and licenses from the West Virginia DEP before commencing any resource extraction activities.

---

ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year

The Fiscal Year shall end on [________________________________] (e.g., December 31) of each calendar year.

8.2 Books and Records

(a) The Partnership shall maintain complete and accurate books at the principal office, including:
(i) A current list of the full name, address, and Percentage Interest of each Partner;
(ii) Copies of federal and state income tax returns for the current and preceding three (3) Fiscal Years;
(iii) Copies of this Agreement and all amendments;
(iv) Financial statements for the current and preceding three (3) Fiscal Years;
(v) A copy of the filed Statement of Partnership Authority, if any;
(vi) Records of all West Virginia tax filings and payments;
(vii) Minutes of all Partner meetings; and
(viii) Such other records as required by the Act.

(b) Books shall be maintained on the [cash / accrual] basis, consistently applied, in accordance with GAAP or such other method as agreed.

8.3 Inspection Rights

Each Partner may, upon reasonable notice and during normal business hours, inspect and copy books and records, consistent with W. Va. Code § 47B-4-3.

8.4 Financial Reporting

The Partnership shall provide each Partner with:

(a) Monthly: Unaudited income statement and balance sheet within thirty (30) days after month end;

(b) Quarterly: Summary of operations and financial performance within forty-five (45) days after quarter end;

(c) Annually: Complete financial statement (audited or reviewed, as determined by Majority Vote) within ninety (90) days after Fiscal Year end.

8.5 Bank Accounts

(a) All Partnership funds shall be deposited in the Partnership's name at a federally insured financial institution selected by Majority Vote.

(b) Withdrawals shall require the signature of:

☐ Any one (1) Partner
☐ Any two (2) Partners jointly
☐ The Managing Partner alone for amounts up to $[________________________________]; two (2) Partners jointly for amounts exceeding that threshold

(c) No Partner shall commingle personal funds with Partnership funds.

8.6 Independent Accountant

The Partners may engage an independent certified public accountant for audit or review purposes by Majority Vote.

---

ARTICLE 9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance Policies

The Partnership shall obtain and maintain:

(a) Commercial General Liability Insurance: Limits of not less than $[________________________________] per occurrence and $[________________________________] aggregate;

(b) Professional Liability / Errors and Omissions (if applicable): Limits of not less than $[________________________________] per claim;

(c) Property Insurance: Covering all Partnership property, not less than full replacement value;

(d) Workers' Compensation Insurance: As required by West Virginia law (W. Va. Code Chapter 23) if the Partnership has employees — West Virginia requires coverage through BrickStreet/Encova Insurance (private carrier) or qualified self-insurance;

(e) Business Interruption Insurance: Covering [____] months of operating expenses;

(f) [________________________________] (other insurance as appropriate).

9.2 Additional Insured

Each Partner shall be named as an additional insured on liability policies where feasible.

9.3 Insurance Review

Insurance coverage shall be reviewed at least annually.

9.4 Risk Management

The Partnership shall maintain appropriate risk management policies consistent with industry standards and West Virginia regulatory requirements.

---

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 and against all losses, damages, liabilities, claims, judgments, penalties, fines, and reasonable expenses including attorneys' fees ("Losses") arising from:

(a) Any breach of any representation, warranty, covenant, or obligation under this Agreement;
(b) Gross negligence or willful misconduct in connection with Partnership business;
(c) Any act or omission outside the scope of authority; or
(d) Any personal obligation that becomes a Partnership liability.

10.2 Partnership Indemnification

The Partnership shall indemnify each Partner from Losses incurred by reason of being a Partner, to the extent arising from actions taken in good faith and in the best interests of the Partnership, provided the Partner's conduct did not constitute gross negligence, willful misconduct, or a knowing violation of law.

10.3 Advance of Expenses

The Partnership shall advance reasonable expenses (including attorneys' fees) incurred in defending claims, subject to repayment if not entitled to indemnification.

10.4 Limitation of Liability

(a) Standard of Liability. No Partner shall be liable to the Partnership or another Partner for monetary damages except for:
(i) Fraud or intentional misrepresentation;
(ii) Willful misconduct or gross negligence;
(iii) A knowing violation of law; or
(iv) A breach of the duty of loyalty under W. Va. Code § 47B-4-4.

(b) Liability Cap. Aggregate liability of any Partner shall not exceed:

☐ $[________________________________] (the "Liability Cap")
☐ Such Partner's Capital Contribution
☐ No cap (unlimited liability)

(c) No Consequential Damages. No Partner shall be liable for incidental, consequential, special, or punitive damages, except for fraud or willful misconduct.

10.5 Exculpation

No Partner shall be liable for errors of judgment or acts or omissions taken in good faith.

10.6 Joint and Several Liability

(a) Each Partner is jointly and severally liable for Partnership obligations per W. Va. Code § 47B-3-6.

(b) Between Partners, any excess liability paid by one Partner shall be subject to contribution from others proportional to Percentage Interests.

---

ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer

(a) No Partner may sell, assign, pledge, encumber, hypothecate, or otherwise transfer (each, a "Transfer") any Partnership Interest without:
(i) Compliance with applicable securities laws;
(ii) Prior written consent of Partners holding at least a [Supermajority Vote / Unanimous Vote]; and
(iii) Execution of a joinder agreement (Schedule C).

(b) Any purported Transfer in violation of this Section shall be null, void, and of no effect.

11.2 Right of First Refusal

(a) An Offering Partner receiving a bona fide third-party offer shall first offer the Interest to Remaining Partners on the same terms.

(b) Written Offer Notice shall specify price, payment terms, and identity of the proposed transferee.

(c) Remaining Partners shall have thirty (30) days to exercise the right pro rata.

(d) If not exercised, the Offering Partner may complete the Transfer on the same terms within sixty (60) days.

11.3 Admission of New Partners

New Partners require Unanimous Vote, execution of a joinder (Schedule C), and amendment of Schedule A.

11.4 Withdrawal

(a) A Partner may withdraw upon not less than ninety (90) days' prior written notice, subject to Article 12.

(b) A withdrawing Partner shall receive fair market value determined under Section 12.5.

(c) Payment may be made in a lump sum or installments over not more than [____] months, with interest at [____]% per annum.

---

ARTICLE 12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Events of Dissociation

A Partner is dissociated upon the occurrence of any of the following events, as provided in W. Va. Code § 47B-6-1:

(a) The Partnership's having notice of the Partner's express will to withdraw;
(b) An event agreed to in this Agreement;
(c) Expulsion pursuant to this Agreement;
(d) Expulsion by unanimous vote of other Partners if:
(i) It is unlawful to carry on business with the Partner;
(ii) Substantially all of the Partner's transferable interest has been transferred; or
(iii) The Partner is a dissolved entity;
(e) The Partner's becoming a debtor in bankruptcy;
(f) Death (if individual) or appointment of guardian or conservator;
(g) Judicial determination that the Partner has engaged in conduct making it not reasonably practicable to carry on business; or
(h) Any other event specified in this Agreement.

12.2 Effect of Dissociation

(a) Upon dissociation, the dissociated Partner's right to participate in management terminates.

(b) The Partnership shall file a Statement of Dissociation with the West Virginia Secretary of State within ninety (90) days.

(c) The dissociated Partner's apparent authority terminates two (2) years after the filing of the Statement of Dissociation, per W. Va. Code § 47B-7-2.

12.3 Buyout of Dissociated Partner's Interest

(a) The Partnership shall purchase the dissociated Partner's Interest for a buyout price determined under Section 12.5.

(b) Payment shall be made within one hundred twenty (120) days unless installment payments are agreed.

(c) Interest shall accrue on the unpaid buyout price from the date of dissociation at the legal rate applicable in West Virginia.

12.4 Events Causing Dissolution

The Partnership shall dissolve upon the first to occur of the following, per W. Va. Code § 47B-8-1:

(a) Partnership at Will: The Partnership's having notice from a Partner of express will to withdraw (unless within ninety (90) days, a majority in interest agrees to continue);

(b) Partnership for a Definite Term:
(i) Within ninety (90) days after a Partner's dissociation, the express will of at least half the remaining Partners to wind up; or
(ii) The expiration of the term or completion of the undertaking;

(c) An event agreed to in this Agreement;

(d) An event making it unlawful for substantially all of the business to continue;

(e) A judicial decree of dissolution;

(f) Unanimous Vote to dissolve; or

(g) Any other event causing dissolution under the Act.

12.5 Valuation

(a) Fair market value shall be determined as of the date of dissociation or dissolution.

(b) Partners shall attempt to agree within thirty (30) days. If unable, an independent appraiser shall be selected by the Partners or, failing agreement, by the AAA.

(c) Appraisal costs shall be shared equally between the Partnership and the dissociated Partner.

12.6 Winding Up

(a) Upon dissolution, Partners who have not wrongfully caused dissolution shall wind up affairs per W. Va. Code § 47B-8-2.

(b) During winding up:
(i) Complete unfinished transactions;
(ii) Collect debts owed to the Partnership;
(iii) Liquidate assets in an orderly manner;
(iv) File a Statement of Dissolution with the Secretary of State per W. Va. Code § 47B-8-5;
(v) Notify all known creditors and claimants;
(vi) Settle all West Virginia and federal tax obligations; and
(vii) Cancel all business licenses and registrations.

(c) Assets shall be applied in the following order:
(i) Payment of debts to creditors, including Partner-creditors;
(ii) Reserves for contingent or unliquidated liabilities;
(iii) Return of Capital Contributions; and
(iv) Distribution of surplus pro rata per positive Capital Account balances.

12.7 Statement of Dissolution

The Partnership shall file a Statement of Dissolution with the West Virginia Secretary of State per W. Va. Code § 47B-8-5, stating the name of the Partnership and that it has dissolved and is winding up.

12.8 Continuation

If within ninety (90) days all remaining Partners (or a majority in interest, where applicable) agree in writing to continue, the Partnership shall not be wound up.

---

ARTICLE 13. DEFAULT AND REMEDIES

13.1 Events of Default

A "Default" occurs if a Partner (the "Defaulting Partner"):

(a) Materially breaches this Agreement and fails to cure within thirty (30) days after written notice;

(b) Fails to make a required Capital Contribution within fifteen (15) days after the due date;

(c) Becomes insolvent, assigns for the benefit of creditors, or files a bankruptcy petition;

(d) Engages in fraud, embezzlement, or criminal conduct relating to Partnership business;

(e) Is convicted of a felony materially adversely affecting the Partnership;

(f) Willfully breaches the duty of loyalty under W. Va. Code § 47B-4-4; or

(g) Engages in any other conduct designated as a Default.

13.2 Remedies

Upon Default, the non-defaulting Partners ("Non-Defaulting Partners") may:

(a) Suspend the Defaulting Partner's voting rights and management participation;

(b) Reduce Percentage Interest proportional to damages;

(c) Purchase the Defaulting Partner's Interest at the lesser of (i) fair market value or (ii) book value, less damages;

(d) Seek specific performance;

(e) Dissolve the Partnership under Article 12; or

(f) Pursue any other remedy at law or equity.

13.3 Cumulative Remedies

Remedies are cumulative and not exclusive.

13.4 Attorneys' Fees

The prevailing party in any enforcement action is entitled to reasonable attorneys' fees and costs.

---

ARTICLE 14. DISPUTE RESOLUTION

14.1 Negotiation

The Partners shall first attempt in good faith to resolve any dispute by negotiation within fifteen (15) Business Days of written notice.

14.2 Mediation

If not resolved within thirty (30) days, the dispute shall be submitted to non-binding mediation administered by the AAA or a mutually agreed mediator, conducted in [________________________________], West Virginia. Costs shared equally.

14.3 Binding Arbitration

If not resolved through mediation within sixty (60) days, the dispute shall be submitted to binding arbitration under AAA Commercial Arbitration Rules (the "Arbitration Rules"):

(a) Seat: [________________________________], West Virginia;

(b) Single arbitrator with at least ten (10) years of commercial/partnership experience;

(c) Reasoned written award within thirty (30) days after hearing;

(d) The arbitrator may award compensatory damages, specific performance, and injunctive relief, but not punitive damages;

(e) Proceedings and award shall be confidential; and

(f) Judgment on the award may be entered in any West Virginia court.

14.4 Injunctive Relief; Exclusive Jurisdiction

(a) Any Partner may seek injunctive relief or specific performance in the state or federal courts in [________________________________] County, West Virginia (the "Exclusive Jurisdiction Courts").

(b) Each Partner irrevocably submits to the exclusive jurisdiction of such courts and waives objections to venue.

14.5 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNERSHIP.

14.6 Confidentiality of Proceedings

All dispute resolution proceedings shall be confidential.

---

ARTICLE 15. GENERAL PROVISIONS

15.1 Amendments

This Agreement may be amended only by written instrument executed by all Partners (Unanimous Vote).

15.2 Waiver

No failure or delay in exercising any right shall operate as a waiver thereof.

15.3 Entire Agreement

This Agreement (including all Schedules) constitutes the entire agreement among the Partners and supersedes all prior agreements.

15.4 Severability

If any provision is held invalid, it shall be reformed to the minimum extent necessary, and the remaining provisions continue in full force.

15.5 Governing Law

This Agreement shall be governed by the laws of the State of West Virginia, including the West Virginia Uniform Partnership Act (W. Va. Code Chapter 47B), without regard to conflicts of law principles.

15.6 Successors and Assigns

This Agreement binds and benefits the Partners and their heirs, executors, administrators, successors, and permitted assigns.

15.7 Notices

All notices shall be in writing and deemed given upon:

(a) Personal delivery;
(b) One (1) Business Day after deposit with a nationally recognized overnight courier;
(c) Three (3) Business Days after deposit in the U.S. mail, certified, return receipt requested; or
(d) Upon confirmed email transmission, provided a physical copy follows within two (2) Business Days.

A Partner may change its notice address by written notice to all other Partners.

15.8 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures (PDF, DocuSign, or other platforms) are binding. West Virginia recognizes electronic signatures under the Uniform Electronic Transactions Act (W. Va. Code Chapter 39A).

15.9 Interpretation

(a) Headings are for convenience only.
(b) "Including" means "including without limitation."
(c) Singular includes plural and vice versa.

15.10 No Third-Party Beneficiaries

Nothing herein confers rights upon any Person other than the Partners.

15.11 Assignment

No Partner may assign rights or delegate obligations without compliance with Article 11 and Supermajority Vote consent.

15.12 Force Majeure

Neither the Partnership nor any Partner shall be liable for failure to perform (other than payment obligations) caused by circumstances beyond reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, governmental actions, flooding, mine subsidence, or failure of utilities ("Force Majeure Event"), provided the affected party:

(a) Gives prompt written notice;
(b) Uses commercially reasonable efforts to mitigate; and
(c) Resumes performance as soon as reasonably practicable.

15.13 Relationship of Partners

The Partners are partners in a general partnership. No joint venture, agency, employer-employee, or franchise relationship is created.

15.14 Further Assurances

Each Partner shall execute such additional documents as reasonably necessary to carry out this Agreement.

---

ARTICLE 16. WEST VIRGINIA-SPECIFIC PROVISIONS

16.1 Adoption of the West Virginia Uniform Partnership Act

(a) The Partnership is formed under the West Virginia Uniform Partnership Act, W. Va. Code Chapter 47B, § 47B-1-1 et seq.

(b) West Virginia adopted its version of the Uniform Partnership Act based on the Revised Uniform Partnership Act (RUPA). The Act is organized into eleven (11) articles:

Article	Subject Matter
Article 1 (§ 47B-1-1)	General Provisions
Article 2 (§ 47B-2-1)	Nature of Partnership
Article 3 (§ 47B-3-1)	Relations of Partners to Persons Dealing with Partnership
Article 4 (§ 47B-4-1)	Relations of Partners to Each Other and to Partnership
Article 5 (§ 47B-5-1)	Transferees and Creditors of Partner
Article 6 (§ 47B-6-1)	Partner's Dissociation
Article 7 (§ 47B-7-1)	Partner's Dissociation When Business Not Wound Up
Article 8 (§ 47B-8-1)	Winding Up Partnership Business
Article 9 (§ 47B-9-1)	Conversions and Mergers
Article 10 (§ 47B-10-1)	Limited Liability Partnership
Article 11 (§ 47B-11-1)	Miscellaneous Provisions

(c) To the extent this Agreement conflicts with any mandatory provision of the Act, the Act controls. Where the Act permits modification by agreement, this Agreement controls.

16.2 Statement of Partnership Authority Filing

(a) The Partnership may file a Statement of Partnership Authority with the West Virginia Secretary of State pursuant to W. Va. Code § 47B-3-3.

(b) Filing Information:

Item	Detail
Filing Office	West Virginia Secretary of State, Business & Licensing Division
Address	1900 Kanawha Blvd. East, Building 1, Suite 157-K, Charleston, WV 25305
Phone	(304) 558-8000
Website	https://sos.wv.gov
Online Filing	https://apps.sos.wv.gov/business/
Filing Fee	$25.00 (verify current fee before filing)
Automatic Cancellation	Five (5) years from filing date, per W. Va. Code § 47B-3-3(g)

(c) Contents of Statement:
(i) Name of the Partnership;
(ii) Street address of the chief executive office and West Virginia office (if any);
(iii) Names and mailing addresses of all Partners or designated agent;
(iv) Names of Partners authorized to execute instruments transferring real property; and
(v) Any restrictions on authority.

(d) Real Property. A grant of authority to transfer real property contained in a filed statement is conclusive in favor of a person who gives value without knowledge to the contrary, per W. Va. Code § 47B-3-3(e).

16.3 West Virginia Business Registration

(a) Trade Name Registration. If the Partnership operates under a name other than the legal names of all Partners, it shall register the trade name with the West Virginia Secretary of State.

(b) West Virginia Business Registration Certificate. The Partnership must obtain a Business Registration Certificate from the West Virginia State Tax Division prior to conducting business.

Item	Detail
Application Form	Form WV/BUS-APP
Filing Office	West Virginia State Tax Division
Fee	$30.00 (verify current fee)
Website	https://tax.wv.gov

(c) Municipal Business and Occupation Tax (B&O). Many West Virginia municipalities impose their own business and occupation taxes. The Partnership shall register with and pay B&O taxes to each municipality in which it conducts business.

16.4 West Virginia Tax Obligations

(a) Pass-Through Entity Taxation. West Virginia taxes partnership income through its partners. The Partnership itself files an informational return, and each Partner pays West Virginia income tax on their allocable share of Partnership income.

(b) West Virginia Partnership Return. The Partnership shall file Form PTE-100 (West Virginia S Corporation and Partnership Income Tax Return) with the West Virginia State Tax Division.

(i) Filing Deadline. March 15 for calendar-year filers (or the 15th day of the third month after fiscal year end). A six (6)-month extension is available.

(ii) Schedule SP. The Partnership must complete Schedule SP for each Partner, providing name, address, Social Security or EIN, percentage of ownership, and allocable share of income.

(c) Nonresident Partner Withholding. Pursuant to W. Va. Code § 11-21-51A, the Partnership must withhold West Virginia income tax at the rate of 6.5% on each nonresident Partner's share of West Virginia-source income, unless the nonresident Partner provides Form NRW-4 (West Virginia Nonresident Income Tax Agreement).

(d) West Virginia Personal Income Tax Rates (2025-2026, for reference):

Taxable Income Range	Rate
First $10,000	2.36%
$10,001 - $25,000	3.15%
$25,001 - $40,000	3.54%
$40,001 - $60,000	4.72%
Over $60,000	5.12%

(e) Estimated Tax Payments. Partners receiving income from the Partnership may be required to make quarterly estimated West Virginia income tax payments.

(f) Municipal B&O Tax. Many West Virginia cities and towns impose their own business and occupation (B&O) taxes on gross receipts. Rates vary by municipality and classification. Common cities with municipal B&O taxes include Charleston, Huntington, Morgantown, Parkersburg, and Wheeling.

(g) West Virginia Tax Contact Information:

Item	Detail
Agency	West Virginia State Tax Division
Address	1001 Lee Street East, Charleston, WV 25301
Phone	(304) 558-3333 / (800) 982-8297
Website	https://tax.wv.gov

16.5 West Virginia Employment Requirements

If the Partnership has employees, it shall comply with:

(a) Workers' Compensation (W. Va. Code Chapter 23). West Virginia operates a privatized workers' compensation system. Employers must obtain coverage through a private carrier or qualify for self-insurance.

Item	Detail
Agency	West Virginia Offices of the Insurance Commissioner
Phone	(304) 558-3354
Website	https://www.wvinsurance.gov

(b) West Virginia Minimum Wage (W. Va. Code § 21-5C-2). The Partnership shall pay no less than the West Virginia minimum wage (currently $8.75/hour; verify current rate).

(c) Unemployment Compensation (W. Va. Code Chapter 21A). The Partnership shall register with Workforce West Virginia and pay unemployment taxes.

Item	Detail
Agency	Workforce West Virginia
Phone	(304) 558-2630
Website	https://workforcewv.org

(d) West Virginia Human Rights Act (W. Va. Code § 5-11-1 et seq.). Prohibits employment discrimination based on race, religion, color, national origin, ancestry, sex, age, blindness, disability, or familial status.

16.6 West Virginia Statute of Limitations

(a) Written Contracts: Ten (10) years under W. Va. Code § 55-2-6.

(b) Oral Contracts: Five (5) years under W. Va. Code § 55-2-6.

(c) Personal Injury: Two (2) years under W. Va. Code § 55-2-12.

(d) Fraud: Two (2) years from discovery under W. Va. Code § 55-2-12.

(e) Important Note: West Virginia's ten (10)-year statute of limitations on written contracts is among the longest in the nation. Partners should be aware that claims arising under this Agreement may be brought for up to ten (10) years from the date of breach.

16.7 West Virginia Real Property Considerations

(a) If the Partnership holds real property in West Virginia, all transfers must comply with W. Va. Code Chapter 36 (Property) and be recorded with the appropriate county clerk's office.

(b) Transfer Tax. West Virginia imposes a real estate transfer tax of $3.30 per $1,000 of value (combined state and county), plus a one percent (1.0%) excise tax on the privilege of transferring real estate, under W. Va. Code § 11-22-1 et seq.

(c) Property Tax. Real and personal property of the Partnership is subject to West Virginia property tax assessed at sixty percent (60%) of appraised value for commercial property, with rates varying by county and municipality.

16.8 West Virginia Environmental Compliance

(a) The Partnership shall comply with all West Virginia environmental laws and regulations administered by the West Virginia Department of Environmental Protection (DEP).

(b) Key environmental considerations include:
(i) Water pollution control (W. Va. Code Chapter 22, Article 11);
(ii) Air pollution control (W. Va. Code Chapter 22, Article 5);
(iii) Solid waste management (W. Va. Code Chapter 22, Article 15); and
(iv) Groundwater protection (W. Va. Code Chapter 22, Article 12).

16.9 West Virginia Consumer Protection

If the Partnership engages in consumer-facing business, it shall comply with the West Virginia Consumer Credit and Protection Act (W. Va. Code § 46A-1-101 et seq.).

16.10 Conversion and Merger Provisions

(a) The Partnership may convert to a limited partnership, limited liability company, or corporation pursuant to W. Va. Code § 47B-9-1 et seq., subject to Unanimous Vote.

(b) The Partnership may merge with another partnership or business entity pursuant to W. Va. Code § 47B-9-5 et seq., subject to Unanimous Vote.

16.11 Limited Liability Partnership Option

(a) The Partners may at any time elect to convert the Partnership to a registered limited liability partnership (LLP) by filing a Statement of Registration with the West Virginia Secretary of State pursuant to W. Va. Code § 47B-10-1.

(b) LLP Filing Requirements:

Item	Detail
Filing Form	LLP-1
Filing Fee	$250.00 (verify current fee)
Annual Report Fee	$500.00 (verify current fee)
Withdrawal Fee	$25.00
Required Insurance/Bond	$100,000 or as required by § 47B-10-6

(c) Conversion to an LLP provides limited liability protection for the Partners but does not change the tax treatment of the Partnership.

16.12 Annual Compliance and Reporting

(a) The Partnership shall renew its Statement of Partnership Authority every five (5) years.

(b) The Partnership shall file Form PTE-100 annually with the WV State Tax Division.

(c) The Partnership shall maintain a current Business Registration Certificate.

(d) The Partnership shall pay all applicable municipal B&O taxes.

(e) The Managing Partner (or designated Partner) shall be responsible for ensuring compliance with all West Virginia filing and reporting obligations.

---

ARTICLE 17. EXECUTION AND SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date first written above, intending to be legally bound hereby.

---

Partner Signatures

PARTNER 1:

Name: [________________________________]
Title/Role: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

---

PARTNER 2:

Name: [________________________________]
Title/Role: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

---

PARTNER 3 (if applicable):

Name: [________________________________]
Title/Role: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

---

PARTNER 4 (if applicable):

Name: [________________________________]
Title/Role: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

---

Notary Acknowledgment

STATE OF WEST VIRGINIA
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned notary public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Given under my hand and official seal.

Notary Public: _______________________________________________
Printed Name: [________________________________]
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

---

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

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

Total Percentage Interests: 100%

---

SCHEDULE B

WEST VIRGINIA STATE-SPECIFIC RIDER

This Rider is attached to and made a part of the General Partnership Agreement dated [__/__/____].

West Virginia Compliance Checklist:

☐ Statement of Partnership Authority filed with WV Secretary of State (W. Va. Code § 47B-3-3)
☐ Trade Name Registration filed (if applicable)
☐ Federal EIN obtained from IRS
☐ West Virginia Business Registration Certificate obtained (Form WV/BUS-APP)
☐ West Virginia withholding tax account established (if employees or nonresident Partners)
☐ Workers' compensation insurance obtained (if employees) (W. Va. Code Chapter 23)
☐ Unemployment insurance registered with Workforce West Virginia (if employees)
☐ Municipal business licenses and B&O tax registrations obtained (as applicable)
☐ Environmental permits obtained (if applicable)
☐ Mining or natural resource permits obtained (if applicable)
☐ Professional licenses obtained (if applicable)

West Virginia Secretary of State Filing Fee Schedule (verify before filing):

Filing Type	Fee
Statement of Partnership Authority	$25.00
Amendment to Statement of Authority	$25.00
Statement of Dissociation	$15.00
Statement of Dissolution	$15.00
Statement of Denial	$15.00
Statement of Merger	$25.00
LLP Registration (Statement of Registration)	$250.00
LLP Annual Report	$500.00
LLP Withdrawal	$25.00
Trade Name Registration	$25.00
Certificate of Existence / Good Standing	$10.00
Certified Copy	$10.00 + $0.50/page

---

SCHEDULE C

FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "New Partner") hereby acknowledges receipt of a copy of the General Partnership Agreement dated [__/__/____] (the "Agreement") among [________________________________] and the other Partners listed therein.

By executing this Joinder, the New Partner:

1. Agrees to be bound by all terms and conditions of the Agreement;

2. Makes all representations and warranties set forth in Article 6 as of the date hereof;

3. Contributes to the Partnership the Capital Contribution set forth below:

Capital Contribution: $[________________________________]
Form of Contribution: [________________________________]
Percentage Interest: [____]%

4. Consents to the amendment of Schedule A.

NEW PARTNER:

Name: [________________________________]
Address: [________________________________]
Email: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

ACKNOWLEDGED AND AGREED BY EXISTING PARTNERS:

Partner Name	Signature	Date
[________________________________]	___________________________	[__/__/____]
[________________________________]	___________________________	[__/__/____]
[________________________________]	___________________________	[__/__/____]

---

SCHEDULE D

INITIAL BUSINESS PLAN AND BUDGET

Business Plan Summary:
[________________________________]
[________________________________]
[________________________________]

Initial Annual Budget:

Category	Budgeted Amount
Operating Expenses	$[________________________________]
Capital Expenditures	$[________________________________]
Marketing and Advertising	$[________________________________]
Professional Fees (Legal, Accounting)	$[________________________________]
Insurance Premiums	$[________________________________]
West Virginia State Tax (Estimated)	$[________________________________]
Municipal B&O Tax (Estimated)	$[________________________________]
Reserves and Contingencies	$[________________________________]
Total	$[________________________________]

---

DISCLAIMER

THIS TEMPLATE IS PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, OR FINANCIAL ADVICE. This document must be reviewed, customized, and approved by a qualified attorney licensed to practice law in the State of West Virginia before execution or use. No attorney-client relationship is created by use of this template. The authors and publishers expressly disclaim all liability for any loss, damage, or injury arising from the use of this template.

West Virginia law and regulations are subject to change. The statutory citations, filing fees, tax rates, and regulatory requirements referenced herein are current as of the date indicated but should be independently verified before reliance. In particular, West Virginia income tax rates have been undergoing progressive reductions, and current rates should be confirmed with the West Virginia State Tax Division.

You are strongly encouraged to consult with a West Virginia-licensed attorney and a qualified tax professional before forming a partnership or executing this Agreement.

---

Template prepared for informational use. Governed by the West Virginia Uniform Partnership Act, W. Va. Code Chapter 47B. Last updated: 2026-02-27.