Florida partnership agreement template

Florida Partnership Agreement

This Partnership Agreement (the "Agreement") is made and entered into as of this [Date], by and among the following partners:

• [Partner 1 Type: Individual, Entity, or Limited Partner]: [Partner 1 Full Legal Name], residing at [Partner 1 Address].
• [Partner 2 Type: Individual, Entity, or Limited Partner]: [Partner 2 Full Legal Name], residing at [Partner 2 Address].
• [Partner 3 Type: Individual, Entity, or Limited Partner]: [Partner 3 Full Legal Name], residing at [Partner 3 Address]. (Add or remove partners as needed)

1. Formation of Partnership

• Option A: The parties hereby form a general partnership under the laws of the State of Florida, effective as of the date first written above.
• Option B: The parties hereby form a limited partnership under the laws of the State of Florida, effective as of the date first written above. A Certificate of Limited Partnership will be filed with the Florida Department of State. [Specify Details about Limited Partnership, e.g., General and Limited Partners].

2. Name and Principal Place of Business

• The business of the partnership shall be conducted under the name of [Partnership Business Name].
• The principal place of business of the partnership shall be located at [Partnership Business Address].
• Option A: The partnership is registered with the Florida Department of State, and its registration number is [Florida Registration Number].
• Option B: The partnership is not currently registered but intends to register with the Florida Department of State within [Number] days of the execution of this Agreement.

3. Purpose of the Partnership

• The purpose of the partnership is to engage in the following business: [Detailed Description of Business Purpose].
• The partnership is expressly authorized to perform all acts necessary or incidental to carry out the foregoing business.
• The partnership is expressly prohibited from engaging in the following activities: [List of Prohibited Business Activities].

4. Term of the Partnership

• Option A: The term of this partnership shall commence on the date first written above and shall continue for a fixed term of [Number] years, unless sooner terminated as provided herein.
• Option B: The term of this partnership shall commence on the date first written above and shall continue until terminated as provided herein. Any partner may dissolve the partnership at any time by providing written notice to the other partners.
• Option C: Upon the end of the term described in Option A, this agreement will automatically renew for a similar term, unless [Number] months prior to the end of the original term at least a majority of the partners vote to end the agreement.

5. Capital Contributions

• Each partner shall contribute to the capital of the partnership the following:
  • [Partner 1 Name]: [Description of Contribution (Cash, Property, Services), Value]
  • [Partner 2 Name]: [Description of Contribution (Cash, Property, Services), Value]
  • [Partner 3 Name]: [Description of Contribution (Cash, Property, Services), Value] (Add or remove partners as needed)
• Option A: All capital contributions shall be made on or before [Date].
• Option B: Capital contributions shall be made according to the following schedule: [Payment Schedule].
• Option C: Additional capital contributions may be required from time to time, as determined by a [Majority/Unanimous] vote of the partners. The amount and timing of such contributions shall be determined by the partners. Failure to contribute when required shall result in [Penalty for Failure to Contribute, e.g., dilution of partnership interest].

6. Partnership Interests

• 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]% (Add or remove partners as needed)
• These interests may be altered only by a written amendment to this Agreement signed by all partners.

7. Profits and Losses

• Profits and losses of the partnership shall be allocated among the partners in proportion to their respective ownership interests as set forth in Section 6.
• Option A: Profits shall be distributed to the partners [Monthly/Quarterly/Annually].
• Option B: Profits shall be retained by the partnership for reinvestment, as determined by a [Majority/Unanimous] vote of the partners.
• Option C: Special distributions may be made from time to time, as determined by a [Majority/Unanimous] vote of the partners.
• Distributions shall be made in the form of [Cash/Property].

8. Management

• The management of the partnership shall be vested in all partners.
• Option A: [Partner Name] shall be the Managing Partner and shall have the authority to make decisions on behalf of the partnership regarding [Specific Areas of Authority].
• Option B: All decisions of the partnership shall require a [Majority/Unanimous] vote of the partners.
• Routine business decisions may be made by any partner. However, the following actions require [Majority/Unanimous] consent:
  • Sale of partnership assets
  • Incurring debt over [Dollar Amount]
  • Admission of new partners
  • [Other Limitations]
• Pursuant to Florida law, consent may be evidenced by a written document or, where legally permitted, may be oral.

9. Rights and Obligations of Partners

• Each partner shall have the right to participate in the management of the partnership.
• Each partner shall have access to the books and records of the partnership.
• Each partner shall have the right to information regarding the partnership's affairs.
• Each partner shall act in good faith and with loyalty to the partnership.
• The partners acknowledge that the non-waivable fiduciary duties under the Florida Revised Uniform Partnership Act (FRUPA) apply to them unless otherwise limited by law.

10. Banking and Financial Arrangements

• The fiscal year of the partnership shall end on [Date].
• The partnership shall maintain one or more bank accounts at [Name of Bank].
• The signatory authority for the partnership's bank accounts shall be vested in [Name of Partner(s)].
• The partnership shall appoint [Name of Accountant] as its accountant.
• Option A: The partnership shall be audited annually by an independent auditor.
• Option B: The partnership shall not be audited unless required by law or agreed to by a [Majority/Unanimous] vote of the partners.

11. Admission of New Partners

• New partners may be admitted to the partnership only with the [Majority/Unanimous] consent of the existing partners.
• Any new partner shall be required to execute a copy of this Agreement and any other necessary documents.

12. Partner Withdrawal, Retirement, or Expulsion

• A partner may withdraw from the partnership by providing [Number] days written notice to the other partners.
• A partner may be expelled from the partnership for cause by a [Majority/Unanimous] vote of the other partners. Cause shall include, but not be limited to, [Examples of Cause].
• Upon withdrawal, retirement, or expulsion, the departing partner shall be entitled to receive the value of his/her partnership interest, as determined by [Valuation Method, e.g., appraisal, book value].
• The payment for the departing partner's interest shall be made in [Lump Sum/Installments] over a period of [Number] [Days/Months/Years].
• Florida statutes, including FRUPA, will be used to determine the fair value and payout terms, unless explicitly stated herein.

13. Assignment and Transfer of Interests

• No partner may assign or transfer his/her partnership interest without the [Majority/Unanimous] consent of the other partners.
• Any permitted assignment shall be subject to the assignee's agreement to be bound by the terms of this Agreement.
• Option A: An assignee of a partnership interest shall not become a substitute partner without the consent of all partners.
• Option B: An assignee of a partnership interest may become a substitute partner with the consent of a majority of the partners.

14. Deadlock Resolution

• In the event of a deadlock between the partners, the following procedures shall be followed:
  • First, the partners shall attempt to resolve the dispute through mediation.
  • If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.
• Option A: If mediation fails, the remaining partners shall have the option to buy out the ownership interest of the dissenting partners.
• Option B: If a tie remains in a key vote, [Name] shall act as a tie-breaker.

15. Non-Competition, Confidentiality, and Non-Solicitation

• Option A: During the term of this partnership and for a period of [Number] years following termination, no partner shall engage in any business that is competitive with the partnership's business within a radius of [Number] miles from the principal place of business.
• Option B: Each partner shall maintain the confidentiality of the partnership's trade secrets and confidential information.
• Option C: During the term of this partnership and for a period of [Number] years following termination, no partner shall solicit the partnership's customers or employees.
• The partners acknowledge that the enforceability of these clauses is subject to Florida law and must be reasonable in scope, time, and geography.

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Mediation/Arbitration/Litigation in Florida Courts].
• The venue for any legal action shall be [County, Florida].

17. Amendment

• This Agreement may be amended only by a written instrument signed by [Majority/Unanimous] of the partners.

18. Insurance

• The partnership shall maintain the following insurance coverage:
  • Property insurance in the amount of [Dollar Amount].
  • Liability insurance in the amount of [Dollar Amount].
  • Option A: Key-man life insurance on the lives of [Name of Partner(s)].
  • Option B: The partnership shall not be required to maintain life insurance.
• All insurance policies shall comply with Florida law.

19. Dissolution

• The partnership shall be dissolved upon the occurrence of any of the following events:
  • [Majority/Unanimous] vote of the partners.
  • Illegal business activity.
  • Court order.
  • Bankruptcy of a partner.
  • [Other Triggering Events]
• Upon dissolution, the assets and liabilities of the partnership shall be wound up and distributed in accordance with the Florida Revised Uniform Partnership Act (FRUPA).

20. Indemnification and Liability Limitation

• The partnership shall indemnify each partner against any loss, damage, or liability incurred by reason of his/her participation in the partnership, except for losses caused by willful misconduct or gross negligence. This is subject to Florida law.

21. Tax Treatment

• The partnership shall be treated as a partnership for federal and state income tax purposes, unless an election is made for other status.
• [Name of Partner] shall be the partnership representative for tax matters.
• All tax items shall be allocated among the partners in proportion to their respective ownership interests.

22. Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
• The venue for any legal action arising out of or relating to this Agreement shall be [County, Florida].

23. Schedules

• The following schedules are attached to and incorporated into this Agreement:
  • Schedule A: List of Partners
  • Schedule B: Description of Property Contributions

24. Compliance with Laws

• The partnership shall comply with all applicable federal, state (including Florida business registration requirements), and local laws and regulations.

25. Representations and Warranties

• Each partner represents and warrants that he/she has the authority to enter into this Agreement and that all statements made herein are true and accurate.

26. Notices

• All notices and communications between the partners shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth in this Agreement.

27. Entire Agreement

• This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

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

____________________________
[Partner 1 Full Legal Name]

____________________________
[Partner 2 Full Legal Name]

____________________________
[Partner 3 Full Legal Name] (Add or remove partners as needed)

[Notary Acknowledgment - Optional, but common in Florida]
State of Florida, County of [County Name]

The foregoing instrument was acknowledged before me this [Date] by [Partner Name], who is personally known to me or who has produced [Type of Identification] as identification.

____________________________
Notary Public

My Commission Expires: [Date]