Connecticut partnership agreement template

Connecticut Partnership Agreement

This Partnership Agreement (the “Agreement”) is made and entered into as of this [Date] day of [Month], [Year], by and among the following individuals or entities, each residing or having a principal place of business in the State of Connecticut (hereinafter collectively referred to as the “Partners” and individually as a "Partner"):

• [Partner 1 Name], residing at [Partner 1 Address], an individual;
• [Partner 2 Name], residing at [Partner 2 Address], an individual;
• [Partner 3 Name], a [Type of Entity, e.g., LLC, Corporation] organized under the laws of [State of Organization], with a principal place of business at [Partner 3 Address].

The Partners agree as follows:

Partnership Formation

• The Partners hereby form a partnership (the “Partnership”) pursuant to the laws of the State of Connecticut.
• Option A: The Partnership shall be a general partnership.
• Option B: The Partnership shall be a limited partnership.
• Option C: The Partnership shall be a limited liability partnership.

Partnership Name and Principal Place of Business

• The name of the Partnership shall be [Partnership Name], doing business as [DBA Name].
• The principal place of business of the Partnership shall be located at [Partnership Address], in the State of Connecticut.

Business Purpose

• The purpose of the Partnership is to engage in the business of [Description of Business Purpose].

Effective Date and Term

• This Agreement shall become effective as of [Effective Date].
• Option A: The term of the Partnership shall be perpetual.
• Option B: The term of the Partnership shall be [Number] years, commencing on the Effective Date.

Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the following:
  • [Partner 1 Name]: [Dollar Amount] in cash, to be contributed on or before [Date].
  • [Partner 2 Name]: [Dollar Amount] in cash, to be contributed on or before [Date].
  • [Partner 3 Name]: [Description of Property], with a fair market value of [Dollar Amount], to be contributed on or before [Date].
• Additional Contributions:
  • Option A: No additional contributions shall be required of any Partner.
  • Option B: Additional contributions may be required upon a [Percentage]% vote of the Partners.
    • If a Partner fails to contribute when required, the other Partners shall have the option to [Consequences of Failure to Contribute, e.g., dilute the defaulting Partner's interest].
• Valuation of Non-Cash Contributions:
  • The fair market value of any non-cash contribution shall be determined by [Method of Valuation, e.g., appraisal by a qualified appraiser].

Ownership Interests, Profits, and Losses

• The ownership interests of the Partners in the Partnership shall be as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Profits and losses of the Partnership shall be allocated to the Partners in proportion to their respective ownership interests.
• Distributions of profits shall be made to the Partners [Frequency, e.g., quarterly, annually].
• The Partnership shall maintain a minimum reserve of [Dollar Amount] for working capital and contingencies.

Management

• Option A: All Partners shall participate in the management of the Partnership. Each Partner shall have one vote.
• Option B: A managing partner [Managing Partner Name] shall be appointed to oversee the day-to-day operations of the partnership.
• Ordinary business decisions shall be made by a [Majority/Supermajority] vote of the Partners.
• Extraordinary decisions, including but not limited to admitting new partners, incurring debt above [Dollar Amount], amending this Agreement, or selling the Partnership, shall require a [Unanimous/Supermajority] vote of the Partners.
• Meetings:
  • Meetings of the Partners shall be held [Frequency, e.g., monthly, quarterly].
  • Notice of meetings shall be given at least [Number] days prior to the meeting date.
  • A quorum for any meeting shall consist of [Percentage]% of the Partners.

Decision-Making Authority

• Ordinary Business Decisions: [List of Decisions] require approval by [Majority/Supermajority]% of partners.
• Major Actions: [List of Decisions] require [Unanimous/Supermajority]% of partners

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved by [Method of Dispute Resolution, e.g., mediation, arbitration] in [City, State].
• Option A: Mediation shall be conducted by a mediator agreed upon by the Partners.
• Option B: Arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

Partners' Rights and Duties

• Each Partner shall owe a fiduciary duty of loyalty and care to the Partnership and the other Partners.
• Each Partner shall have the right to access and inspect the books and records of the Partnership.
• Option A: Partners are restricted from engaging in any business activity that competes with the Partnership.
• Option B: Partners may engage in other business activities, provided that such activities do not conflict with the interests of the Partnership.
• Option C: Partners shall not, during the term of this agreement and for a period of [Number] years following its termination, directly or indirectly solicit business from any client of the Partnership within [Miles] miles of its main office

Compensation and Reimbursement

• Option A: No Partner shall receive a salary or guaranteed payment.
• Option B: The Partners shall receive the following salaries or guaranteed payments:
  • [Partner 1 Name]: [Dollar Amount] per [Time Period].
  • [Partner 2 Name]: [Dollar Amount] per [Time Period].
• Partners shall be reimbursed for all reasonable expenses incurred on behalf of the Partnership, subject to the approval of [Approving Party].

Banking, Accounting, and Records

• The Partnership shall maintain a bank account at [Bank Name].
• The fiscal year of the Partnership shall end on [Date].
• The accounting method used by the Partnership shall be [Cash/Accrual].
• The Partnership shall prepare regular financial statements [Frequency, e.g., monthly, quarterly, annually].

Tax Matters

• All items of income, deduction, credit, and loss shall be allocated to the Partners in accordance with their ownership interests.
• [Partner Name] shall be the Tax Matters Partner.
• Option A: The Partnership shall elect to be taxed as a partnership for federal income tax purposes.
• Option B: The Partnership shall make a Section 754 election under the Internal Revenue Code.

Admission of New Partners

• New partners may be admitted to the Partnership upon the unanimous consent of the existing Partners.
• A new partner shall be required to contribute [Dollar Amount] to the capital of the Partnership.
• The profit and loss sharing percentages shall be adjusted to reflect the admission of the new partner.

Withdrawal of a Partner

• A Partner may withdraw from the Partnership by giving [Number] days’ written notice to the other Partners.
• Upon withdrawal, the withdrawing Partner shall be entitled to receive [Calculation of Buyout].
• The withdrawing Partner shall be subject to a [Timeframe, e.g., 1 year] non-compete and confidentiality obligation.

Expulsion or Removal of a Partner

• A Partner may be expelled or removed from the Partnership for [Grounds for Expulsion, e.g., breach of fiduciary duty, gross misconduct] upon a [Unanimous/Supermajority] vote of the other Partners.
• Upon expulsion, the expelled Partner shall be entitled to receive [Calculation of Buyout].

Death, Disability, Bankruptcy, or Incapacity

• Upon the death, disability, bankruptcy, or incapacity of a Partner, the Partnership shall [Action to be Taken, e.g., purchase the Partner's interest, dissolve].
• Option A: The Partnership shall purchase the Partner's interest at a price determined by [Method of Valuation].
• Option B: The Partnership shall dissolve.

Transfer or Assignment of Partnership Interests

• No Partner shall transfer or assign their partnership interest without the prior written consent of the other Partners.
• Any unauthorized transfer or assignment shall be void.

Covenant Not to Compete, Non-Solicitation, and Confidentiality

• Each Partner agrees that, during the term of this Agreement and for a period of [Number] years following its termination, they will not compete with the Partnership within [Geographic Area].
• Each Partner agrees not to solicit employees or customers of the Partnership during the term of this Agreement and for a period of [Number] years following its termination.
• Each Partner agrees to maintain the confidentiality of the Partnership's confidential information.

Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • A [Unanimous/Supermajority] vote of the Partners.
  • The expiration of the term of the Partnership.
  • The illegality of the Partnership's business.
  • The bankruptcy of the Partnership.
• Upon dissolution, the assets of the Partnership shall be distributed in the following order of priority:
  • To creditors of the Partnership.
  • To Partners in proportion to their capital contributions.
  • To Partners in proportion to their ownership interests.

Insurance

• The Partnership shall maintain the following insurance policies:
  • [Type of Insurance, e.g., liability insurance] with coverage of [Dollar Amount].
  • [Type of Insurance, e.g., property insurance] with coverage of [Dollar Amount].

Compliance with Laws

• This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, including the Connecticut Uniform Partnership Act.
• The Partnership shall comply with all applicable federal, state, and local laws and regulations.

Amendments

• This Agreement may be amended only by a written instrument signed by all of the Partners.

Integration and Severability

• This Agreement constitutes the entire agreement among the Partners and supersedes all prior agreements and understandings.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment

• This Agreement shall not be assigned by any Partner without the prior written consent of the other Partners.

Binding Effect

• This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, successors, and assigns.

Indemnification

• The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, damages, liabilities, costs, and expenses arising out of or relating to the Partner's activities on behalf of the Partnership, except to the extent that such losses, damages, liabilities, costs, and expenses are caused by the Partner's gross negligence or willful misconduct.

Dispute Resolution, Choice of Law, and Venue

• Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in [City, Connecticut].
• This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles.

Connecticut Statutory Requirements

• This partnership intends to comply with all relevant provisions of the Connecticut Uniform Partnership Act, as amended.
• The Partnership shall file all necessary registrations and reports with the State of Connecticut.

Anti-Discrimination and Equal Opportunity

• The Partnership is committed to providing equal opportunities and will comply with all applicable anti-discrimination laws and regulations.

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

____________________________
[Partner 3 Name]