Georgia partnership agreement template

Georgia Partnership Agreement

This Partnership Agreement is made and entered into as of [Date], by and among the parties listed below, intending to form a partnership under the laws of the State of Georgia.

• [Partner 1 Name], residing at [Partner 1 Address], and
• [Partner 2 Name], residing at [Partner 2 Address], and
• [Partner 3 Name], residing at [Partner 3 Address], and
• If Applicable: [Partner 4 Name], a [Business Entity Type, e.g., Corporation, LLC] formed in [State of Formation] with registration number [Registration Number], and whose principal place of business is [Partner 4 Address];

Each individually referred to as "Partner" and collectively as "Partners."

1. Formation and Type of Partnership

• The Partners hereby agree to form a partnership subject to the terms and conditions set forth in this Agreement.
• The type of partnership formed shall be:
  • Option A: A General Partnership.
  • Option B: A Limited Partnership (LP). (Requires compliance with Georgia LP statutes)
  • Option C: A Limited Liability Partnership (LLP). (Requires compliance with Georgia LLP statutes)
  • Option D: A Limited Liability Limited Partnership (LLLP). (Requires compliance with Georgia LLLP statutes)

2. Name and Principal Place of Business

• The name of the Partnership shall be [Partnership Name].
• The principal office of the Partnership shall be located at [Principal Office Address].
• The Partnership may have additional places of business at such locations as the Partners may from time to time determine.

3. Purpose and Scope of Business

• The purpose of the Partnership is to engage in the following business activities: [Description of Business Activities].
• The scope of the Partnership's business activities shall be limited to those activities directly related to the purpose described above.

4. Effective Date and Term

• The effective date of this Partnership Agreement shall be [Effective Date].
• The term of the Partnership shall be:
  • Option A: Perpetual.
  • Option B: A fixed term of [Number] years, commencing on the Effective Date.
  • Option C: Until the occurrence of the following event: [Specific Event].
  • Option D: As otherwise provided for in this agreement or by applicable law.

5. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the amount and type of assets set forth below:
  • [Partner 1 Name]: [Amount] in cash and/or [Description of Property] valued at [Value].
  • [Partner 2 Name]: [Amount] in cash and/or [Description of Property] valued at [Value].
  • [Partner 3 Name]: [Description of Services], valued at [Value].
  • If Applicable: [Partner 4 Name]: [Amount] in cash and/or [Description of Property] valued at [Value].
• Additional Capital Contributions:
  • Option A: No additional capital contributions will be required.
  • Option B: Additional capital contributions may be required upon the unanimous consent of all Partners.
  • Option C: Additional capital contributions may be required by a capital call approved by [Percentage]% of the Partners.
  • If a Partner fails to contribute additional capital when required, the consequences shall be: [Consequences of Non-Contribution].

6. Allocation of Profits and Losses

• The net profits and net losses of the Partnership shall be allocated among the Partners as follows:
  • Option A: In proportion to their respective capital contributions.
  • Option B: As mutually agreed upon by the Partners as follows: [Specific Allocation Percentages or Formula].
  • Option C: In accordance with the Georgia Revised Uniform Partnership Act (RUPA) default rules.
  • Special Allocations (if any): [Description of Special Allocations].

7. Distributions

• Distributions of cash or other assets of the Partnership to the Partners shall be made as follows:
  • Option A: At such times and in such amounts as the Partners may agree.
  • Option B: Quarterly, based on the Partners' respective profit shares.
  • Option C: Only after all Partnership debts and obligations have been satisfied.
  • Form of Distribution:
    • Option A: Cash.
    • Option B: In-kind distributions.
  • All distributions are subject to applicable Georgia law regarding solvency and distributions.

8. Management

• The management of the Partnership shall be vested in:
  • Option A: All the Partners, with each Partner having equal management authority.
  • Option B: A Managing Partner, who shall be [Managing Partner Name].
  • Option C: A Management Committee consisting of [Names of Committee Members].
• Voting Rights:
  • Option A: Each Partner shall have one vote. (Per Capita)
  • Option B: Each Partner's voting power shall be proportionate to their capital contribution. (Per Capital)
  • Option C: Voting power shall be allocated as follows: [Specific Voting Weighting].
• Decision-Making:
  • Ordinary matters shall be decided by: [Majority/Unanimous Vote].
  • Extraordinary matters shall be decided by: [Majority/Unanimous Vote].
• The Managing Partner/Management Committee may be removed by [Percentage]% vote of the other partners.

9. Authority and Limitations of Partners

• Each Partner shall have the authority to bind the Partnership in matters within the ordinary course of business.
• No Partner shall have the authority to:
  • Sell or dispose of a substantial portion of the Partnership's assets without the consent of [Percentage]% of the other Partners.
  • Borrow money on behalf of the Partnership in excess of [Dollar Amount] without the consent of [Percentage]% of the other Partners.
• Partners may act individually or jointly.

10. Admission of New Partners

• New Partners may be admitted to the Partnership upon the following conditions:
  • Approval by [Percentage]% of the existing Partners.
  • Contribution of capital in an amount to be determined by the existing Partners.
  • Execution of an agreement to be bound by the terms of this Partnership Agreement.

11. Withdrawal, Resignation, or Retirement of a Partner

• A Partner may withdraw, resign, or retire from the Partnership upon giving [Number] days' written notice to the other Partners.
• Upon withdrawal, resignation, or retirement, the withdrawing Partner shall be entitled to receive:
  • Option A: The balance of their capital account.
  • Option B: An amount equal to the fair market value of their Partnership interest as of the date of withdrawal, as determined by [Valuation Method].
  • Option C: As determined under applicable Georgia law.
• Payment shall be made as follows: [Payment Terms].

12. Involuntary Removal of a Partner

• A Partner may be involuntarily removed from the Partnership for cause, including but not limited to:
  • Breach of this Agreement.
  • Gross negligence or willful misconduct.
  • Bankruptcy or insolvency.
• The removal process shall be as follows: [Description of Removal Process].
• Upon involuntary removal, the removed Partner shall be entitled to receive: [Settlement Obligations].

13. Transfer of Partnership Interests

• No Partner may sell, assign, transfer, or encumber their Partnership interest without the prior written consent of [Percentage]% of the other Partners.
• If a Partner desires to transfer their Partnership interest, the other Partners shall have a right of first refusal to purchase the interest on the same terms and conditions offered to the prospective transferee.
• Valuation of Transferred Interest: [Valuation Method].

14. Dispute Resolution

• Any dispute arising out of or relating to this Partnership Agreement shall be resolved as follows:
  • Option A: Mediation.
  • Option B: Arbitration in accordance with the rules of the American Arbitration Association.
  • Option C: Litigation in a court of competent jurisdiction.
• Governing Law: This Partnership Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
• Exclusive Jurisdiction: The exclusive jurisdiction for any legal action arising out of this Agreement shall be in the courts of [County], Georgia.

15. Dissolution

• The Partnership shall be dissolved upon the occurrence of any of the following events:
  • The expiration of the term specified in Section 4, if applicable.
  • The unanimous agreement of the Partners.
  • The fulfillment of the Partnership's business purpose.
  • As otherwise required by law, including Georgia RUPA.
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed as follows:
  • First, to creditors of the Partnership.
  • Second, to the Partners in proportion to their capital accounts, as adjusted for profits and losses.

16. Records, Accounting, and Meetings

• The Partnership shall maintain accurate and complete books and records of account.
• Each Partner shall have the right to inspect the books and records of the Partnership at any reasonable time.
• Financial statements shall be prepared [Frequency].
• Partner meetings shall be held [Frequency].
• Notice of meetings shall be given [Number] days in advance.

17. Tax Matters

• The Partnership's tax matters partner (TMP) shall be [TMP Name].
• The Partnership's fiscal year shall end on [Date].
• The Partnership shall make such tax elections as are advisable and in the best interests of the Partners.
• The Partnership shall prepare and file all necessary federal and state tax returns, including all applicable Georgia state tax returns.

18. Indemnification and Insurance

• The Partnership shall indemnify and hold harmless each Partner from and against any and all claims, losses, and expenses arising out of the Partner's activities on behalf of the Partnership, except for claims, losses, and expenses arising out of the Partner's gross negligence or willful misconduct.
• The Partnership shall maintain liability insurance in an amount sufficient to protect the Partnership and the Partners from potential liabilities.
• The partners’ personal liability is limited to the extent permitted by Georgia law.

19. Confidentiality and Non-Competition

• Each Partner shall maintain the confidentiality of the Partnership's trade secrets and proprietary information.
• Optional: Each Partner agrees not to compete with the Partnership during the term of this Agreement and for a period of [Number] years thereafter within a [Radius] mile radius of the Partnership's principal place of business.
• Optional: 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 thereafter.
• The non-compete and non-solicitation clauses must be reasonable in time, geographic scope, and activity to be enforceable under Georgia law.

20. Intellectual Property

• Any inventions or works created by a Partner during the course of the Partnership's business shall be owned by the Partnership.
• Each Partner shall assign all rights, title, and interest in such inventions or works to the Partnership.

21. Compliance with Laws

This Partnership Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, including the Georgia Revised Uniform Partnership Act (RUPA).

22. Representations and Warranties

• Each Partner represents and warrants that they have the authority to enter into this Partnership Agreement.
• Each Partner represents and warrants that they are in compliance with all applicable laws and regulations.

23. Partner Loans

• Optional: Any loans made by a Partner to the Partnership shall bear interest at a rate of [Percentage]% per annum.
• Optional: Such loans shall be subordinated to the claims of the Partnership's outside creditors.

24. Amendments

This Partnership Agreement may be amended only by a written instrument signed by [Percentage]% of the Partners.

25. Buy-Sell Agreement

• Optional: In the event of the death, disability, divorce, or bankruptcy of a Partner, the remaining Partners shall have the option to purchase the Partnership interest of the affected Partner.
• The purchase price shall be determined by [Valuation Method].
• Payment shall be made as follows: [Payment Terms].

26. Georgia-Specific Requirements

The Partnership shall comply with all applicable Georgia state and local laws and regulations, including but not limited to business license requirements and registration with the Georgia Secretary of State, if required.

27. No Other Relationship

This Partnership Agreement does not create a marital, employment, or joint venture relationship between the Partners. The Partners intend to be governed solely by their written agreement and applicable law.

28. Attachments

• The following exhibits are attached to and made a part of this Partnership Agreement:
  • Exhibit A: [Description of Exhibit].
  • Exhibit B: [Description of Exhibit].

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

[Partner 1 Name]

[Partner 2 Name]

[Partner 3 Name]

If Applicable:

[Partner 4 Name], by [Authorized Representative Name], its [Title]