Hawaii partnership agreement template

Hawaii Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], Hawaii [Partner 1 Phone Number], [Partner 1 Email Address]
• [Partner 2 Name], residing at [Partner 2 Address], Hawaii [Partner 2 Phone Number], [Partner 2 Email Address]
• [Partner 3 Name], residing at [Partner 3 Address], Hawaii [Partner 3 Phone Number], [Partner 3 Email Address]

(Collectively, the “Partners”).

1. Formation of Partnership

• The Partners hereby form a partnership under the laws of the State of Hawaii.
• The Partnership shall be a:
  • Option A: General Partnership
  • Option B: Limited Partnership (LP)
  • Option C: Limited Liability Partnership (LLP)
  • Option D: Limited Liability Limited Partnership (LLLP)

2. Principal Place of Business

• The principal place of business of the Partnership shall be located at [Address], Hawaii.

3. Business Purpose

• The purpose of the Partnership is to engage in the following business: [Detailed Description of Business Activities]. This includes, but is not limited to, [Specific Examples].

4. Term of Partnership

• The term of the Partnership shall be:
  • Option A: A fixed term commencing on [Start Date] and terminating on [End Date].
  • Option B: Perpetual, commencing on [Start Date].
  • Option C: Until the occurrence of the following event: [Description of Event].
• Dissolution Triggers (Select all that apply):
  • Unanimous consent of the Partners.
  • Withdrawal of a Partner.
  • Bankruptcy of a Partner or the Partnership.
  • Legal requirement.
  • [Other Trigger]

5. Capital Contributions

• Each Partner shall contribute the following capital to the Partnership:
  • [Partner 1 Name]: [Amount or Description of Contribution]
  • [Partner 2 Name]: [Amount or Description of Contribution]
  • [Partner 3 Name]: [Amount or Description of Contribution]
• Type of Contribution:
  • Option A: Cash
  • Option B: Property (describe: [Property Description])
  • Option C: Services (describe: [Services Description])
• Valuation Method for Non-Cash Contributions: [Description of Valuation Method]
• Additional Capital Calls: The Partnership may require additional capital contributions from the Partners.
  • Option A: Proportional to their initial capital contributions.
  • Option B: As determined by a [Percentage]% vote of the Partners.
  • Option C: Not permitted.

6. Allocation of Profits, Losses, and Distributions

• Profits and losses of the Partnership shall be allocated among the Partners as follows:
  • Option A: Proportional to their capital contributions.
  • Option B: [Partner 1 Name]: [Percentage]%, [Partner 2 Name]: [Percentage]%, [Partner 3 Name]: [Percentage]%.
  • Option C: As agreed upon by the Partners in writing from time to time.
• Distributions of cash or other assets shall be made to the Partners:
  • Option A: In proportion to their profit allocation.
  • Option B: At the discretion of the Managing Partner(s).
  • Option C: As otherwise agreed upon by the Partners.
• Timing of Distributions: [Frequency of Distributions, e.g., Quarterly, Annually]
• Advances/Loans/Guaranteed Payments: [Description of any Advances, Loans or Guaranteed Payments]

7. Management and Decision-Making

• The management of the Partnership shall be vested in:
  • Option A: All Partners, with each Partner having equal management rights.
  • Option B: A Managing Partner or Partners: [Name(s) of Managing Partner(s)].
• Voting Rights: Decisions shall be made by:
  • Option A: Unanimous consent of the Partners.
  • Option B: Majority vote of the Partners.
  • Option C: Weighted vote based on percentage of capital contribution.
• Meetings: [Frequency of Meetings, Notice Requirements, Quorum Requirements]
• Recordkeeping: The Partnership shall maintain complete and accurate books and records. [Location of Records].

8. Partner Duties and Obligations

• Each Partner shall act in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
• Fiduciary Duties:
  • Option A: Each Partner shall owe a fiduciary duty to the Partnership and the other Partners.
  • Option B: The Managing Partner(s) shall owe a fiduciary duty to the Partnership and the other Partners. Other Partners have no fiduciary duty.
  • Option C: (Specify limitations to fiduciary duties permitted under Hawaii law): [Description of Limitations]
• Non-Compete:
  • Option A: Each Partner shall be prohibited from competing with the Partnership during the term of the Partnership.
  • Option B: No non-compete restriction.
  • Option C: [Specify geographic limitations, time limitations and business activity limitations]
• Participation: [Description of expected participation in Partnership activities]

9. Partner Authority and Agency

• Authority to Bind:
  • Option A: Any Partner may bind the Partnership.
  • Option B: Only the Managing Partner(s) may bind the Partnership.
  • Option C: Specific limitations on authority: [Description of Limitations]

10. Partner Admission

• New Partners may be admitted to the Partnership with the:
  • Option A: Unanimous consent of the existing Partners.
  • Option B: [Percentage]% vote of the existing Partners.
• Amendment Procedures: This Agreement must be amended to reflect the admission of a new Partner.
• Contribution by New Partner: [Description of Required Contribution by New Partner]

11. Partner Withdrawal

• A Partner may withdraw from the Partnership:
  • Option A: Upon [Number] days written notice to the other Partners.
  • Option B: Only with the consent of all other Partners.
  • Option C: Not permitted.
• Buyout of Withdrawing Partner's Interest: [Description of Valuation Method and Payment Terms]. This will consider fair market value determination.
• Restrictions on Transferability: [Description of any Restrictions on Transferring Partnership Interests]. Includes options for Buy-Sell agreement, Right of First Refusal, etc.
• Statement of Dissociation: Upon partner exit, the partnership will file a statement of dissociation as required under Hawaii Revised Statutes.

12. Dissolution and Winding-Up

• Upon dissolution of the Partnership, the assets of the Partnership shall be liquidated and distributed in the following order:
  1. Payment of debts and liabilities to creditors other than Partners.
  2. Payment of debts and liabilities to Partners.
  3. Distribution of remaining assets to the Partners in proportion to their capital accounts.
• Compliance with Hawaii and Federal Regulations: The winding-up process shall comply with all applicable Hawaii and federal laws.

13. Tax Treatment

• Tax Matters Partner/Partnership Representative: [Name of Tax Matters Partner/Partnership Representative]
• Tax Elections: The Partnership shall make all necessary tax elections.
• Compliance with IRC Subchapter K: The Partnership shall comply with the provisions of Subchapter K of the Internal Revenue Code.

14. Accounting Policies and Reporting

• Fiscal Year: The fiscal year of the Partnership shall end on [Date].
• Accounting Method: The Partnership shall use the [Cash or Accrual] method of accounting.
• Financial Statements: The Partnership shall provide the Partners with financial statements:
  • Option A: Annually.
  • Option B: Quarterly.
  • Option C: As requested by a Partner.

15. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved by:
  • Option A: Mediation in Hawaii.
  • Option B: Arbitration in Hawaii.
  • Option C: Litigation in the courts of the State of Hawaii.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.
• Venue: The venue for any legal action relating to this Agreement shall be in [County] County, Hawaii.

16. Confidentiality

• Each Partner agrees to keep confidential all information relating to the Partnership.
• Permitted Disclosures: [Description of Permitted Disclosures]
• Duration of Confidentiality: The confidentiality obligations shall continue [Time Period] after termination of this Agreement.

17. Non-Competition and Non-Solicitation

• During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall, directly or indirectly, compete with the Partnership within a [Number] mile radius of the Partnership's principal place of business.
• Non-Solicitation: No partner shall solicit or attempt to solicit any customers, employees or vendors of the partnership, from the effective date of this agreement.
• (Note: Hawaii courts carefully scrutinize non-compete agreements. This provision may be unenforceable if deemed unreasonable).

18. Indemnification and Limitation of Liability

• The Partnership shall indemnify each Partner against any loss or liability arising out of the Partner's conduct on behalf of the Partnership.
• Limitation of Liability: [Description of any Limitations on Liability]

19. Amendment

• This Agreement may be amended only by a written instrument signed by:
  • Option A: All of the Partners.
  • Option B: [Percentage]% of the Partners.
• Written Consent: Written consent is mandatory.

20. Hawaii Statutory Compliance

• The Partnership shall comply with all applicable provisions of Hawaii Revised Statutes Chapter 425.
• Registration: The Partnership shall register its trade name with the State of Hawaii, if required.

21. Hawaii Taxation and Regulatory Obligations

• The Partnership shall register for a Hawaii General Excise Tax license.
• The Partnership shall obtain a Hawaii Tax ID number.

22. Employment Law Compliance (If Applicable)

• The Partnership shall comply with all applicable federal and Hawaii anti-discrimination, labor, and employment laws. [Include/Exclude this section].

23. Banking

• The following Partners are authorized to manage the Partnership's bank accounts: [Names of Authorized Partners].

24. Notice

• All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:
  • Option A: Delivered personally.
  • Option B: Sent by certified mail, return receipt requested.
  • Option C: Sent by email with confirmation of receipt.
• Addresses for Notice: [List Addresses for Each Partner]

25. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Force Majeure: [Include/Exclude Force Majeure Clause] (Specify excusable delays due to natural disasters, etc. relevant to Hawaii.)
• Entire Agreement: This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26. Special Provisions

• [Include any industry-specific or other special provisions relevant to the Partnership's business in Hawaii].

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

[Partner 1 Signature]

[Partner 1 Printed Name]

[Partner 2 Signature]

[Partner 2 Printed Name]

[Partner 3 Signature]

[Partner 3 Printed Name]