Partnership Agreement - General (Wyoming)

GENERAL PARTNERSHIP AGREEMENT

STATE OF WYOMING

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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 Wyoming Uniform Partnership Act, Wyo. Stat. § 17-21-101 et seq. (the "Act"), and upon the terms and conditions set forth herein.

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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 Wyo. Stat. § 17-21-101(vii);

WHEREAS, the Partners recognize and intend to take advantage of Wyoming's business-friendly legal environment, including the absence of state personal and corporate income tax and the strong contractual protections available under Wyoming law; and

WHEREAS, the Partners acknowledge that Wyoming affords a ten (10)-year statute of limitations for written contracts under Wyo. Stat. § 1-3-105, providing extended protections for the rights and obligations set forth herein;

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:

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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. Wyoming-Specific Provisions
17. Execution and Signature Blocks

Schedules:

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

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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 Wyoming Uniform Partnership Act, Wyo. Stat. § 17-21-101 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.

"Annual Report" has the meaning set forth in Section 16.5.

"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 Wyoming.

"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.

"Charging Order" has the meaning set forth in Section 16.8.

"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 Wyoming Secretary of State, Business Division.

"Statement of Partnership Authority" means a statement filed with the Secretary of State pursuant to Wyo. Stat. § 17-21-303.

"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.

"Wyoming DOR" means the Wyoming Department of Revenue or any successor agency.

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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 Wyoming, effective as of the Effective Date, pursuant to Wyo. Stat. § 17-21-202. The Partnership is an entity distinct from its Partners, as recognized by Wyo. Stat. § 17-21-201. 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 an assumed name, it shall comply with all applicable Wyoming trade name 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 Wyoming law.

2.4 Principal Office

The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________] (City), Wyoming [____] (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 in Wyoming shall be:

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

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 Wyoming Secretary of State pursuant to Wyo. Stat. § 17-21-303, 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 Wyoming, 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 to enter into a transaction on behalf of the Partnership.

(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 Wyo. Stat. § 17-21-303(g).

(c) A grant of authority to transfer real property held in the name of the Partnership contained in a filed and recorded Statement of Partnership Authority is conclusive in favor of a person who gives value without knowledge to the contrary, per Wyo. Stat. § 17-21-303(e).

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

(e) No Partner shall file a Statement of Denial pursuant to Wyo. Stat. § 17-21-304 without first providing thirty (30) days' written notice to all other Partners.

2.8 Assumed Business Name

If the Partnership operates under a name other than the legal names of all Partners, it may file an Assumed Business Name with the Wyoming Secretary of State. While not legally required, doing so is recommended.

2.9 Qualifying in Other Jurisdictions

If the Partnership conducts business outside Wyoming, the Partners shall cause the Partnership to comply with all applicable foreign qualification requirements.

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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)
☐ Mineral rights, royalties, or other natural resource interests (valued at fair market value)

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 additional capital is needed, the Managing Partner (or, if none, any Partner) shall provide written notice specifying the amount, purpose, and deadline.

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

(d) If any Partner declines, 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 unanimously agreed in writing.

3.5 Withdrawal of Capital

No Partner may withdraw any portion of its Capital Contribution without Supermajority Vote consent.

3.6 Loans by Partners

(a) Any Partner may, with Majority Vote approval, make loans to the Partnership. Such loans shall bear interest at [____]% per annum (or, if lower, the maximum rate permitted by Wyoming law — Wyoming does not have a general usury statute for commercial transactions, but parties may agree to any lawful rate).

(b) Partner loans shall be documented in writing and shall not be Capital Contributions. Repayment of Partner loans has priority over distributions.

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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 create or increase a deficit Capital Account balance.

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

(d) Regulatory Allocations. The Partners intend allocations to satisfy the "substantial economic effect" test under Treasury Regulation Section 1.704-1(b). The Partners shall make 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. Because Wyoming does not impose a state income tax, tax distributions need only cover federal income tax obligations. 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 income tax liability attributable to Partnership income, calculated at the highest applicable marginal rate (currently 37% for federal purposes).

(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 the appropriate taxing authorities any amounts required to be withheld under federal or other applicable tax law.

(b) Wyoming. Wyoming does not impose a state income tax and does not require state-level withholding on Partnership distributions. However, if a Partner is a resident of a state that imposes income tax on pass-through income, the Partnership may be required to withhold income tax on behalf of such state.

(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, as determined by the Partnership Representative with Majority Vote consent:

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

(b) Any other election permitted by the Code that the Partnership Representative deems advisable.

4.5 Tax Returns

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

(b) The Partnership shall file IRS Form 1065 (U.S. Return of Partnership Income) and provide each Partner with IRS Schedule K-1 within seventy-five (75) days after the close of each Fiscal Year.

(c) Wyoming. Wyoming does not impose a state income tax and does not require a separate partnership income tax return. However, the Partnership must file an Annual Report with the Wyoming Secretary of State (see Section 16.5).

4.6 Partnership Representative

(a) [________________________________] is hereby designated as the "Partnership Representative" within the meaning of Code Section 6223 (as amended by the Bipartisan Budget Act of 2015).

(b) The Partnership Representative shall have authority and responsibilities under Subchapter C of Chapter 63 of the Code, including the authority to bind the Partnership and Partners in connection with any federal tax audit.

(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).

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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 require a Majority Vote.

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

(c) An act outside the ordinary course of business and an amendment to this Agreement may be undertaken only with the consent of all Partners, consistent with Wyo. Stat. § 17-21-401(j).

5.2 Major Decisions

The following actions 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) Conversion to a limited liability partnership under Wyo. Stat. § 17-21-1101;
(m) Acquisition or disposition of mineral rights, oil and gas leases, or real property interests exceeding $[________________________________] in value; and
(n) Any action making it impossible to carry on the ordinary business.

5.3 Meetings

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

(b) Special Meetings. Any Partner may call a special meeting upon at least five (5) Business Days' prior written notice.

(c) Remote Participation. Participation by telephone, videoconference, or other electronic means constitutes 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 Annual Reports;
(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.

5.7 Duties of Partners

(a) Duty of Loyalty. Each Partner owes a duty of loyalty as provided in Wyo. Stat. § 17-21-404, including the duty to:
(i) Account for any property, profit, or benefit derived from Partnership 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, per Wyo. Stat. § 17-21-404.

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

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ARTICLE 6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants as of the Effective Date:

6.1 Authority and Capacity

Such Partner has full legal right, power, and authority to execute and perform this Agreement. If 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 acquires its Partnership Interest for investment 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 advisors.

6.5 No Bankruptcy

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

6.6 Disclosure

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

6.7 Survival

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

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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.

(b) The Partnership shall obtain and maintain all licenses, permits, and authorizations required for its business in Wyoming and any other jurisdiction.

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) Wyoming Enforceability. Wyoming courts evaluate non-compete covenants under a reasonableness standard. To be enforceable, the restrictions must be: (i) necessary to protect a legitimate business interest, (ii) reasonable in time and geographic scope, and (iii) not unduly harsh or oppressive. Wyoming courts have the authority to modify or "blue pencil" overbroad covenants.

(c) The Partners acknowledge these restrictions are reasonable and necessary.

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 of the Partnership, or divert any customer, client, or supplier.

7.4 Confidentiality

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

(b) Wyoming recognizes the Uniform Trade Secrets Act (Wyo. Stat. § 40-24-101 et seq.) for protection of trade secrets.

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

7.5 Intellectual Property

(a) All intellectual property created in the course of Partnership business is 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 others of:
(a) Any material breach or default;
(b) Material adverse changes in business or financial condition;
(c) Any claim, suit, or proceeding; and
(d) Any event that could materially affect the Partnership.

7.7 Mineral Rights and Natural Resources

(a) If the Partnership holds or acquires mineral rights, oil and gas leases, water rights, or other natural resource interests, it shall comply with all applicable Wyoming laws, including:
(i) The Wyoming Oil and Gas Conservation Act (Wyo. Stat. § 30-5-101 et seq.);
(ii) The Wyoming Environmental Quality Act (Wyo. Stat. § 35-11-101 et seq.);
(iii) The Wyoming Mining and Reclamation Act (Wyo. Stat. § 35-11-401 et seq.);
(iv) The Wyoming Water Law (Wyo. Stat. Title 41); and
(v) All applicable federal regulations, including Bureau of Land Management (BLM) leasing requirements.

(b) Mineral rights contributed to the Partnership shall be valued as set forth on Schedule A, and the Partners shall agree on the method of valuation (e.g., discounted cash flow, comparable sales, or independent appraisal).

(c) Any transfer, lease, or encumbrance of Partnership mineral rights or oil and gas leases shall require Unanimous Vote.

7.8 Agricultural and Ranch Operations

(a) If the Partnership engages in agricultural, ranching, or livestock operations, it shall comply with all applicable Wyoming agricultural laws and regulations, including the Wyoming Department of Agriculture requirements.

(b) Water rights appurtenant to Partnership property shall be maintained, exercised, and protected in accordance with Wyoming water law, which follows the prior appropriation doctrine.

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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 all Partners with addresses and Percentage Interests;
(ii) Copies of federal income tax returns for the current and preceding three (3) Fiscal Years;
(iii) This Agreement and all amendments;
(iv) Financial statements for the current and preceding three (3) Fiscal Years;
(v) The filed Statement of Partnership Authority, if any;
(vi) Wyoming Annual Reports;
(vii) Minutes of all Partner meetings;
(viii) Records of mineral rights, leases, and natural resource interests (if applicable); and
(ix) 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 other agreed method.

8.3 Inspection Rights

Each Partner may, upon reasonable notice and during normal business hours, inspect and copy books and records, consistent with Wyo. Stat. § 17-21-403.

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: Operations and financial performance summary within forty-five (45) days;

(c) Annually: Complete financial statement (audited or reviewed 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.

(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 commingling of personal and Partnership funds.

8.6 Independent Accountant

The Partners may engage an independent CPA for audit or review by Majority Vote.

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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 Wyoming law (Wyo. Stat. § 27-14-101 et seq.) if the Partnership has employees — Wyoming operates through a competitive state fund and private insurers;

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

(f) Environmental Liability Insurance (if applicable for natural resource operations);

(g) Livestock Mortality Insurance (if applicable for agricultural/ranch operations);

(h) [________________________________] (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

Coverage shall be reviewed at least annually.

9.4 Risk Management

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

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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 good-faith actions 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 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 Wyo. Stat. § 17-21-404.

(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 all Partnership obligations per Wyo. Stat. § 17-21-306.

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

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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 is 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 proposed transferee identity.

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

(d) If not exercised, the Offering Partner may complete the Transfer within sixty (60) days on no more favorable terms.

11.3 Buy-Sell Agreement (Optional)

(a) Triggering Events. The following events shall trigger a mandatory buy-sell obligation:

☐ Death of a Partner
☐ Disability of a Partner (as defined herein)
☐ Retirement of a Partner
☐ Divorce of a Partner
☐ Bankruptcy of a Partner
☐ None — buy-sell not included

(b) Valuation. The buy-sell price shall be determined by:

☐ Agreed value, updated annually (set forth on a separate schedule)
☐ Book value as of the most recent fiscal year end
☐ Independent appraisal
☐ Formula: [________________________________]

(c) Funding. The buy-sell obligation may be funded by:

☐ Life insurance policies owned by the Partnership or cross-owned by Partners
☐ Partnership reserves
☐ Installment payments over [____] months
☐ Other: [________________________________]

11.4 Admission of New Partners

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

11.5 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 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.

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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 Wyo. Stat. § 17-21-601:

(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 the 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 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 Wyoming Secretary of State within ninety (90) days.

(c) A dissociated Partner's lingering apparent authority terminates two (2) years after the filing of the Statement of Dissociation, per Wyo. Stat. § 17-21-702.

12.3 Buyout of Dissociated Partner's Interest

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

(b) Payment within one hundred twenty (120) days, unless installments agreed.

(c) Interest accrues at the legal rate applicable in Wyoming on the unpaid buyout price.

12.4 Events Causing Dissolution

The Partnership shall dissolve upon the first to occur of the following, per Wyo. Stat. § 17-21-801:

(a) Partnership at Will: Receipt of 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 dissociation, the express will of at least half the remaining Partners to wind up; or
(ii) 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 business to continue;

(e) A judicial decree of dissolution;

(f) Unanimous Vote to dissolve; or

(g) Any other event 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) For Partnerships with mineral rights, oil and gas interests, or ranch/agricultural operations, the appraisal shall include valuation of natural resource interests using industry-standard methods (e.g., discounted cash flow, reserve analysis, comparable sales).

(d) 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 Wyo. Stat. § 17-21-802 through 17-21-807.

(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 Wyoming Secretary of State per Wyo. Stat. § 17-21-806;
(v) Notify all known creditors and claimants;
(vi) Settle all federal tax obligations;
(vii) Cancel business licenses and registrations; and
(viii) Properly assign or terminate all mineral leases, water rights, and other resource interests.

(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 Wyoming Secretary of State per Wyo. Stat. § 17-21-806.

12.8 Continuation

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

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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;

(c) Becomes insolvent, assigns for 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 Wyo. Stat. § 17-21-404; 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.

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ARTICLE 14. DISPUTE RESOLUTION

14.1 Negotiation

Partners shall first attempt good-faith 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 [________________________________], Wyoming. 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: [________________________________], Wyoming;

(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 Wyoming 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, Wyoming (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.

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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.

15.3 Entire Agreement

This Agreement (including all Schedules) constitutes the entire agreement 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 force.

15.5 Governing Law

This Agreement shall be governed by the laws of the State of Wyoming, including the Wyoming Uniform Partnership Act (Wyo. Stat. § 17-21-101 et seq.), 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 others.

15.8 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures (PDF, DocuSign, or other platforms) are binding. Wyoming recognizes electronic signatures under the Uniform Electronic Transactions Act (Wyo. Stat. § 40-21-101 et seq.).

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, except as to the Charging Order provisions in Section 16.8.

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, severe weather events (including blizzards, wildfires, and drought common in Wyoming), war, terrorism, civil unrest, labor disputes, epidemics, pandemics, governmental actions, pipeline disruptions, or commodity price collapses ("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.

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ARTICLE 16. WYOMING-SPECIFIC PROVISIONS

16.1 Adoption of the Wyoming Uniform Partnership Act

(a) The Partnership is formed under the Wyoming Uniform Partnership Act, Wyo. Stat. § 17-21-101 et seq.

(b) Wyoming adopted its version of the Uniform Partnership Act based on the Revised Uniform Partnership Act (RUPA). The Act is organized into twelve (12) articles:

Article	Subject Matter	Statutory Citation
Article 1	General Provisions	§ 17-21-101 to 17-21-106
Article 2	Nature of Partnership	§ 17-21-201 to 17-21-204
Article 3	Relations of Partners to Third Parties	§ 17-21-301 to 17-21-308
Article 4	Relations of Partners to Each Other	§ 17-21-401 to 17-21-405
Article 5	Transferees and Creditors	§ 17-21-501 to 17-21-504
Article 6	Partner's Dissociation	§ 17-21-601 to 17-21-603
Article 7	Dissociation When Business Not Wound Up	§ 17-21-701 to 17-21-705
Article 8	Winding Up	§ 17-21-801 to 17-21-807
Article 9	Conversions and Mergers	§ 17-21-901 to 17-21-908
Article 10	Miscellaneous Provisions	§ 17-21-1001 to 17-21-1006
Article 11	Registered LLPs	§ 17-21-1101 to 17-21-1107
Article 12	Foreign LLPs	§ 17-21-1201 to 17-21-1206

(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 shall file a Statement of Partnership Authority with the Wyoming Secretary of State pursuant to Wyo. Stat. § 17-21-303.

(b) Filing Information:

Item	Detail
Filing Office	Wyoming Secretary of State, Business Division
Address	Herschler Building, 122 W. 25th St., Suite 100, Cheyenne, WY 82002-0020
Phone	(307) 777-7311
Website	https://sos.wyo.gov
Online Filing	https://wyobiz.wyo.gov
Filing Fee	$25.00 (verify current fee before filing)
Automatic Cancellation	Five (5) years from filing date, per Wyo. Stat. § 17-21-303(g)

(c) Contents of Statement:
(i) Name of the Partnership;
(ii) Street address of chief executive office and Wyoming 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 contained in a filed statement is conclusive in favor of a person who gives value without knowledge to the contrary, per Wyo. Stat. § 17-21-303(e). If real property is to be transferred, the statement should also be recorded with the county clerk of the county where the property is located.

16.3 Wyoming Business Registration

(a) Registered Agent. If the Partnership files any document with the Wyoming Secretary of State, it must maintain a registered agent with a physical street address in Wyoming. The registered agent may be an individual resident of Wyoming or a business entity authorized to do business in Wyoming.

(b) No State Business License Requirement. Wyoming does not require a general state business license. However, specific activities may require licenses from applicable state agencies.

(c) County and Municipal Licenses. Some Wyoming counties and municipalities require local business permits or licenses. The Partnership shall obtain all applicable local licenses.

16.4 Wyoming Tax Obligations — NO STATE INCOME TAX, NO FRANCHISE TAX

(a) No Personal or Corporate Income Tax. Wyoming does not impose a personal or corporate income tax. The Partnership and its Partners are not subject to Wyoming state income tax on Partnership income. Wyoming is one of only a few states with no income tax.

(b) No Franchise Tax on Partnerships. Wyoming does not impose a franchise tax on general partnerships. (The annual license tax/franchise tax applies only to LLCs and corporations, not general partnerships.)

(c) No State-Level Partnership Tax Return. Wyoming does not require a separate state partnership income tax return. The Partnership is required only to file the federal Form 1065 and provide federal K-1 schedules to Partners.

(d) Wyoming Sales and Use Tax. If the Partnership sells tangible personal property or taxable services in Wyoming, it must collect and remit Wyoming state sales tax (currently 4%, plus applicable county optional tax of up to 2%, and resort district tax where applicable, for a maximum combined rate varying by location).

(e) Wyoming Mineral Tax. If the Partnership is involved in mineral extraction (oil, gas, coal, trona, uranium, etc.), it shall be subject to Wyoming mineral taxes, including:
(i) Severance Tax: Imposed on the value of minerals extracted. Rates vary by mineral:

Mineral	Severance Tax Rate
Oil	6% of fair market value
Natural Gas	6% of fair market value
Coal (surface)	7% of fair market value
Coal (underground)	3.75% of fair market value
Trona	4% of fair market value
Uranium	4% of fair market value
Other minerals	2% of fair market value

(ii) Ad Valorem Tax (Property Tax on Production): Minerals in place and mineral production are subject to ad valorem taxation.

(f) Wyoming Property Tax. Real and personal property of the Partnership is subject to Wyoming property tax. Commercial property is generally assessed at 11.5% of fair market value.

(g) Wyoming Lodging Tax. If the Partnership operates a lodging establishment, a 5% state lodging tax applies, plus any local lodging tax.

(h) Wyoming Tax Contact Information:

Item	Detail
Agency	Wyoming Department of Revenue
Address	Herschler Building, 122 W. 25th St., Cheyenne, WY 82002
Phone	(307) 777-5200
Website	https://revenue.wyo.gov

16.5 Wyoming Annual Report

(a) While Wyoming does not require general partnerships to file annual reports, if the Partnership has filed a Statement of Partnership Authority or is otherwise registered with the Secretary of State, it may be required to file an annual report.

(b) If an Annual Report is required, the filing details are:

Item	Detail
Filing Deadline	First day of the anniversary month of initial filing
Filing Fee	$50.00 minimum (or two-tenths of one mill per dollar of assets in Wyoming, whichever is greater)
Late Fee	$50.00 penalty, plus potential administrative dissolution
Online Filing	https://wyobiz.wyo.gov

(c) The Managing Partner shall be responsible for timely filing of all Annual Reports.

16.6 Wyoming Employment Requirements

If the Partnership has employees, it shall comply with:

(a) Workers' Compensation (Wyo. Stat. § 27-14-101 et seq.). Wyoming operates a state-fund workers' compensation system administered by the Wyoming Department of Workforce Services. Employers may also purchase coverage from private carriers or self-insure if qualified.

Item	Detail
Agency	Wyoming Department of Workforce Services, Workers' Compensation Division
Phone	(307) 777-7441
Website	https://dws.wyo.gov

(b) Wyoming Minimum Wage. Wyoming's state minimum wage is $5.15/hour (Wyo. Stat. § 27-4-202), but the federal minimum wage of $7.25/hour (or current rate) applies to most employees under federal law.

(c) Unemployment Insurance (Wyo. Stat. § 27-3-101 et seq.). The Partnership shall register with the Wyoming Department of Workforce Services and pay unemployment insurance taxes.

(d) Wyoming Fair Employment Practices Act (Wyo. Stat. § 27-9-101 et seq.). Prohibits employment discrimination based on race, color, creed, sex, national origin, ancestry, pregnancy, age (40-70), and disability.

(e) At-Will Employment. Wyoming is an at-will employment state, meaning either the employer or employee may terminate the employment relationship at any time for any reason not prohibited by law.

16.7 Wyoming Statute of Limitations

(a) Written Contracts: Ten (10) years under Wyo. Stat. § 1-3-105(a)(i). This is among the longest statutes of limitations for written contracts in the United States.

(b) Oral Contracts: Eight (8) years under Wyo. Stat. § 1-3-105(a)(ii).

(c) Personal Injury: Four (4) years under Wyo. Stat. § 1-3-105(a)(iv)(C).

(d) Fraud: Four (4) years from discovery.

(e) Property Damage: Four (4) years under Wyo. Stat. § 1-3-105(a)(iv)(C).

(f) Important Note: Wyoming's ten (10)-year statute of limitations on written contracts is the longest in the United States. Partners should be aware that claims arising under this Agreement may be brought for up to ten (10) years from the date of breach. This provides significant protection for the enforceability of the rights and obligations set forth in this Agreement.

16.8 Wyoming Asset Protection and Charging Orders

(a) Charging Order as Exclusive Remedy. Wyoming provides among the strongest asset protection provisions in the nation. Under Wyoming law, a charging order is the exclusive remedy by which a judgment creditor of a Partner may satisfy a judgment from the Partner's transferable interest in the Partnership, per Wyo. Stat. § 17-21-504.

(b) No Foreclosure. A judgment creditor of a Partner may NOT foreclose on the Partner's Partnership Interest. The creditor's sole remedy is a charging order, which merely entitles the creditor to receive distributions that would otherwise be paid to the debtor Partner.

(c) Partnership Interest Not Subject to Execution. A Partner's interest in the Partnership is not subject to levy, attachment, garnishment, or other legal or equitable process, except through a charging order.

(d) Significance for Partners. These protections mean that a Partner's personal creditors cannot:
(i) Force the sale of Partnership assets;
(ii) Force the Partnership to make distributions;
(iii) Participate in Partnership management;
(iv) Obtain an ownership interest in the Partnership; or
(v) Force the dissolution of the Partnership.

(e) The Partners acknowledge and intend to take advantage of Wyoming's strong charging order protections. Nothing in this Agreement shall be construed to waive or diminish such protections.

16.9 Wyoming Environmental Compliance

(a) The Partnership shall comply with the Wyoming Environmental Quality Act (Wyo. Stat. § 35-11-101 et seq.) and all regulations of the Wyoming Department of Environmental Quality (DEQ).

(b) If the Partnership engages in oil, gas, or mineral extraction, it shall obtain all necessary permits from the Wyoming Oil and Gas Conservation Commission and the DEQ.

(c) If the Partnership engages in activities that affect water resources, it shall comply with Wyoming water law, which is based on the prior appropriation doctrine.

16.10 Wyoming Water Rights

(a) If the Partnership holds or acquires water rights, such rights are appurtenant to the land and shall be exercised in accordance with the prior appropriation doctrine under Wyoming law (Wyo. Stat. Title 41).

(b) Any transfer or change of water rights held by the Partnership shall require Unanimous Vote and compliance with Wyoming Board of Control requirements.

(c) Failure to put a water right to beneficial use for a period of five (5) consecutive years may result in abandonment under Wyo. Stat. § 41-3-401.

16.11 Freedom of Contract

(a) Wyoming is widely recognized as one of the most business-friendly states in the nation. Wyoming law generally favors freedom of contract, and courts will enforce contractual provisions as written unless they violate public policy or a mandatory statutory provision.

(b) The Partners intend for this Agreement to be enforced as written to the fullest extent permitted by Wyoming law.

16.12 Limited Liability Partnership Option

(a) The Partners may elect to convert the Partnership to a registered limited liability partnership (LLP) by filing a statement of registration with the Wyoming Secretary of State pursuant to Wyo. Stat. § 17-21-1101.

(b) LLP Filing Requirements:

Item	Detail
Filing Form	Statement of Registration
Filing Fee	$100.00 (verify current fee)
Annual Report	Required for LLPs
Annual Report Fee	$50.00 minimum (same as other registered entities)
Required Insurance	As specified in Wyo. Stat. § 17-21-1104

(c) Conversion to an LLP provides limited liability protection without changing the Partnership's tax treatment.

16.13 Wyoming Consumer Protection

If the Partnership engages in consumer-facing business, it shall comply with the Wyoming Consumer Protection Act (Wyo. Stat. § 40-12-101 et seq.).

16.14 Annual Compliance

(a) File Annual Report with Secretary of State (if required based on filings) by the anniversary month.

(b) Renew Statement of Partnership Authority every five (5) years.

(c) File federal Form 1065 and distribute K-1 schedules.

(d) Maintain registered agent in Wyoming (if filed with Secretary of State).

(e) Pay all applicable Wyoming sales and use taxes.

(f) Pay all applicable mineral severance and ad valorem taxes (if applicable).

(g) File all required workers' compensation and unemployment insurance reports (if employees).

(h) The Managing Partner shall be responsible for all compliance obligations.

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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.

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Partner Signatures

PARTNER 1:

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

Signature: _______________________________________________

Date: [__/__/____]

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PARTNER 2:

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

Signature: _______________________________________________

Date: [__/__/____]

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PARTNER 3 (if applicable):

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

Signature: _______________________________________________

Date: [__/__/____]

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PARTNER 4 (if applicable):

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

Signature: _______________________________________________

Date: [__/__/____]

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Notary Acknowledgment

STATE OF WYOMING
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]

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SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

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

Total Percentage Interests: 100%

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SCHEDULE B

WYOMING STATE-SPECIFIC RIDER

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

Wyoming Compliance Checklist:

☐ Statement of Partnership Authority filed with WY Secretary of State (Wyo. Stat. § 17-21-303)
☐ Registered agent designated and maintained in Wyoming
☐ Federal EIN obtained from IRS
☐ Wyoming Sales Tax License obtained (if selling taxable goods/services)
☐ Wyoming Workers' Compensation account established (if employees)
☐ Wyoming Unemployment Insurance account established (if employees)
☐ County/Municipal business permits obtained (if applicable)
☐ Oil and Gas Conservation Commission permits (if applicable)
☐ DEQ environmental permits (if applicable)
☐ Board of Control water rights filings (if applicable)
☐ Annual Report calendar reminder set (anniversary month)
☐ Five-year Statement of Partnership Authority renewal reminder set

Wyoming Advantages Summary:

Feature	Detail
State Income Tax	NONE
Corporate Income Tax	NONE
Franchise Tax on Partnerships	NONE
State Partnership Tax Return	NOT REQUIRED
Statute of Limitations (Written Contracts)	10 years (longest in U.S.)
Charging Order Protection	Exclusive remedy — no foreclosure
Freedom of Contract	Strongly respected by courts
Privacy	Wyoming does not require disclosure of partnership members in public filings
Cost of Formation	Low — minimal filing fees

Wyoming 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	$25.00
Statement of Dissolution	$25.00
Statement of Denial	$25.00
LLP Registration	$100.00
Annual Report (if required)	$50.00 minimum
Certificate of Existence / Good Standing	$3.00
Certified Copy	$3.00 per document
Registered Agent Change	$0.00 (no fee for agent change)

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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.

5. Acknowledges and consents to Wyoming's charging order protections as set forth in Section 16.8 of the Agreement.

NEW PARTNER:

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

Signature: _______________________________________________

Date: [__/__/____]

ACKNOWLEDGED AND AGREED BY EXISTING PARTNERS:

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

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SCHEDULE D

INITIAL BUSINESS PLAN AND BUDGET

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

Industry/Sector:

☐ Oil and Gas
☐ Ranching / Agriculture
☐ Mining / Minerals
☐ Tourism / Hospitality
☐ Professional Services
☐ Real Estate
☐ Technology
☐ Retail / Wholesale
☐ Other: [________________________________]

Initial Annual Budget:

Category	Budgeted Amount
Operating Expenses	$[________________________________]
Capital Expenditures	$[________________________________]
Marketing and Advertising	$[________________________________]
Professional Fees (Legal, Accounting)	$[________________________________]
Insurance Premiums	$[________________________________]
Federal Estimated Tax Payments (Partners' Share)	$[________________________________]
Wyoming Sales Tax (Estimated)	$[________________________________]
Mineral Severance Tax (if applicable)	$[________________________________]
Property Tax (Estimated)	$[________________________________]
Reserves and Contingencies	$[________________________________]
Total	$[________________________________]

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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 Wyoming 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.

Wyoming 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, mineral severance tax rates, sales tax rates, filing fees, and Annual Report requirements may change.

While Wyoming offers significant advantages for partnership formation — including no state income tax, no franchise tax on partnerships, strong asset protection through charging order protections, a 10-year statute of limitations for written contracts, and a business-friendly legal environment — these advantages should be evaluated in the context of each Partner's individual circumstances, including their state of residence and the nature of the Partnership's business activities.

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

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Template prepared for informational use. Governed by the Wyoming Uniform Partnership Act, Wyo. Stat. § 17-21-101 et seq. Last updated: 2026-02-27.