California partnership agreement template

California Partnership Agreement

This California Partnership Agreement (this “Agreement”) is made and effective as of [Date], by and among:

• [Partner 1 Name], an individual residing at [Partner 1 Address] (“Partner 1”); and
• [Partner 2 Name], a [Partner Type, e.g., Corporation] with its principal place of business at [Partner 2 Address] (“Partner 2”); and
• [Partner 3 Name], a [Partner Type, e.g., LLC] with its principal place of business at [Partner 3 Address] (“Partner 3”).

• [Partner 1 Contact Information, e.g., Phone, Email]
• [Partner 2 Contact Information, e.g., Phone, Email]
• [Partner 3 Contact Information, e.g., Phone, Email]

1. Formation and Name

• The Partners hereby form a general partnership under the laws of the State of California.
• The name of the partnership shall be [Partnership Name]. The partnership may also operate under the assumed name of [DBA Name (if applicable)].
• Option A: No DBA will be used.
• Option B: The Partnership will file a Fictitious Business Name Statement in accordance with California law.

2. Purpose

• The purpose of the Partnership is to engage in the business of [Description of Business].
• Option A: The Partnership shall only engage in the business described above.
• Option B: The Partnership may engage in any lawful business activities.

3. Principal Place of Business

• The principal place of business of the Partnership shall be located at [Address].
• Option A: The principal place of business may be changed with the consent of all partners.
• Option B: The principal place of business may be changed with the consent of a majority of the partners.

4. Term

• The term of this Partnership shall commence on [Start Date].
• Option A: The Partnership shall continue for a fixed term of [Number] years, expiring on [End Date].
• Option B: The Partnership shall continue until terminated as provided in this Agreement ("at-will").
• Option C: The Partnership shall continue until the completion of [Project Description]
  • The Partnership will then be terminated, provided that no partner objects.

5. Capital Contributions

• The initial capital contributions of the Partners shall be as follows:
• Partner 1: [Partner 1 Contribution Description and Value]
• Partner 2: [Partner 2 Contribution Description and Value]
• Partner 3: [Partner 3 Contribution Description and Value]
• Option A: Additional capital contributions shall not be required.
• Option B: Additional capital contributions may be required with the consent of [Percentage or Number] of the partners.
  • The date each partner should contribute is [Date].

6. Profits and Losses

• The net profits and losses of the Partnership shall be allocated to the Partners as follows:
• Partner 1: [Partner 1 Percentage]%
• Partner 2: [Partner 2 Percentage]%
• Partner 3: [Partner 3 Percentage]%
• Option A: Profits and losses will be distributed annually.
• Option B: Profits and losses will be distributed quarterly.
• Option C: Profits and losses will be distributed as needed, but not less than annually.

7. Management

• The management of the Partnership shall be vested in the Partners.
• Option A: Each Partner shall have one vote.
• Option B: Voting rights shall be proportional to each Partner's capital contribution.
• Option C: The Partnership shall appoint a managing partner with the title [Title].
  • The managing partner shall have authority over [Authority].

8. Admission of New Partners

• New partners may be admitted to the Partnership only upon the unanimous written consent of the existing Partners.
• Option A: A new partner must contribute capital in an amount to be determined by the existing partners.
• Option B: A new partner will not contribute to the capital.
  • The new partner will receive [Percentage] of the profits.

9. Withdrawal, Retirement, or Death of a Partner

• A Partner may withdraw, retire, or be expelled from the Partnership only as provided in this Agreement.
• Option A: A withdrawing Partner shall give [Number] days written notice to the other Partners.
• Option B: The remaining partners shall have the right to purchase the withdrawing Partner's interest at a price to be determined by [Valuation Method, e.g., appraisal].
  • The remaining partners have [Number] days to exercise this right.

10. Books and Records

• The Partnership shall maintain complete and accurate books and records at its principal place of business.
• Option A: All Partners shall have access to the books and records at all reasonable times.
• Option B: The books and records shall be kept in accordance with generally accepted accounting principles (GAAP).

11. Dissolution

• The Partnership may be dissolved upon the occurrence of any of the following events:
• The unanimous written consent of the Partners.
• The death, bankruptcy, or withdrawal of a Partner, unless the remaining partners elect to continue the Partnership.
  • The dissolving partner must notify the others [Number] days in advance.

12. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration].
• Option A: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Option B: Any unresolved dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

13. Fiduciary Duties

• Each Partner shall owe to the Partnership and the other Partners the fiduciary duties of loyalty, care, and good faith.
• Option A: The partners agree not to compete with the partnership.
• Option B: The partners are free to compete with the partnership.
  • The parties acknowledge California law regarding fiduciary duties.

14. Indemnification

• The Partnership shall indemnify each Partner against any losses, claims, damages, or liabilities incurred by the Partner in connection with the Partnership's business.
• Option A: This indemnification shall not apply to acts of gross negligence or willful misconduct.
• Option B: This indemnification is absolute and without limitation.

15. Tax Matters

• For tax purposes, the Partnership shall be treated as a [Tax Classification, e.g., general partnership].
• Option A: The Partner with the highest percentage of ownership shall be the Partnership's Tax Matters Partner.
• Option B: Partner [Partner Number] shall be the Partnership's Tax Matters Partner.
  • California Franchise Tax Board requirements will be followed.

16. Choice of Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of California.
• Option A: Any legal action arising out of or relating to this Agreement shall be brought in the courts of [County] County, California.
• Option B: Any legal action will take place in Los Angeles County, California.

17. Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or [Number] days after deposit in the United States mail, postage prepaid, certified or registered, addressed to the Partner at the address set forth above.
• Option A: Notices may also be sent by email, with confirmation of receipt.
• Option B: Notices must be sent by certified mail.

18. Entire Agreement

• This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Option A: This agreement may be amended only by a written instrument signed by all of the Partners.
• Option B: Amendments to this agreement must be made in writing.

19. Severability

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option A: The parties will work in good faith to amend such provision to be valid and enforceable.
• Option B: The invalid provision shall be struck, and the remainder of the agreement will stand.

20. California Specific Provisions (Optional)

• The parties agree to comply with the California Revised Uniform Partnership Act.
• The partnership acknowledges the requirements of the California Corporations Code regarding partnership disclosures.
• Option A: The Partnership shall file a Statement of Partnership Authority with the California Secretary of State.
• Option B: If a Limited Liability Partnership (LLP) is formed, specific LLP provisions regarding registration, insurance, and liabilities apply under California law.

21. Non-Compete (California Considerations)

• [CAUTION: Non-compete agreements are generally unenforceable in California, except in limited circumstances such as the sale of a business.]
• Option A: No non-compete agreement shall be included in this partnership agreement.
• Option B: [Include specific non-compete provisions ONLY if they fall under a valid exception under California law, and with legal counsel review.]

22. Signature

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________
[Partner 1 Name]
Date: [Date]

____________________________
[Partner 2 Name]
Title: [Title, if applicable]
Date: [Date]

____________________________
[Partner 3 Name]
Title: [Title, if applicable]
Date: [Date]

• Option A: Notarization is required.
• Option B: Notarization is not required.