Indiana partnership agreement template

Indiana Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], with contact information: [Partner 1 Contact Information].
• [Partner 2 Name], residing at [Partner 2 Address], with contact information: [Partner 2 Contact Information].
• [Partner 3 Name], residing at [Partner 3 Address], with contact information: [Partner 3 Contact Information].

This Agreement is intended to create a legally binding partnership under the laws of the State of Indiana.

Article 1: Formation and Nature of Partnership

• The partners hereby form a partnership under the name of [Partnership Name].
• Type of Partnership:
  • Option A: General Partnership
  • Option B: Limited Partnership (Subject to Indiana law on limited partnerships)
  • Option C: Limited Liability Partnership (LLP) (Subject to Indiana Business Flexibility Act)
• Primary Business Purpose: The purpose of the partnership is to engage in the business of [Description of Business].
• Principal Place of Business: The principal place of business shall be located at [Business Address] in Indiana.
• Term:
  • Option A: The partnership shall commence on the effective date and continue for a term of [Number] years, unless sooner terminated as provided herein.
  • Option B: The partnership shall commence on the effective date and continue indefinitely, unless sooner terminated as provided herein.

Article 2: Capital Contributions

• Initial Contributions:
  • Partner [Partner Name] shall contribute [Amount] in cash.
  • Partner [Partner Name] shall contribute property described as [Description of Property], valued at [Value].
  • Partner [Partner Name] shall contribute services, the value of which is agreed to be [Value].
• Timing of Contributions: All initial capital contributions shall be made on or before [Date].
• Additional Contributions:
  • Option A: No partner shall be required to make additional capital contributions.
  • Option B: Additional capital contributions may be required upon a [Percentage]% vote of the partners.
    • If additional contributions are required, each partner shall contribute in proportion to their ownership percentage.
• Capital Accounts: A separate capital account shall be maintained for each partner.
• Interest on Capital Contributions:
  • Option A: No interest shall be paid on capital contributions.
  • Option B: Interest shall be paid on capital contributions at a rate of [Percentage]% per annum.

Article 3: Ownership, Profits, Losses, and Distributions

• Ownership Percentages:
  • Partner [Partner Name]: [Percentage]%
  • Partner [Partner Name]: [Percentage]%
  • Partner [Partner Name]: [Percentage]%
• Allocation of Profits and Losses:
  • Option A: Profits and losses shall be allocated in proportion to the ownership percentages.
  • Option B: Profits and losses shall be allocated as follows: [Specific Allocation Formula].
• Distributions:
  • Option A: Distributions shall be made at the discretion of the partners.
  • Option B: Distributions shall be made [Frequency].
• Tax Treatment: The partnership shall be treated as a [Partnership/Pass-Through Entity] for tax purposes.
• Tax Matters Partner/Partnership Representative: [Partner Name] is designated as the Tax Matters Partner/Partnership Representative for IRS purposes.

Article 4: Management and Voting

• Management Structure:
  • Option A: Each partner shall have equal rights in the management and conduct of the partnership business.
  • Option B: [Partner Name] is designated as the Managing Partner with primary management responsibilities.
• Voting Rights: Each partner shall have voting rights proportionate to their ownership percentage.
• Major Decisions: The following decisions require [Unanimous/Majority] consent of the partners:
  • Selling or transferring partnership assets.
  • Incurring debt exceeding [Amount].
  • Admitting new partners.
  • Dissolving the partnership.
• Day-to-Day Management: [Description of day-to-day management procedures].
• Deadlock Resolution: In the event of a deadlock, the partners agree to [Mediation/Arbitration].

Article 5: Partner Duties and Restrictions

• Fiduciary Duties: Each partner owes a fiduciary duty of loyalty and care to the partnership and the other partners.
• Non-Competition:
  • Option A: Partners are prohibited from engaging in any business that competes with the partnership during the term of this agreement and for a period of [Number] years following withdrawal.
  • Option B: Partners may engage in outside business activities that do not directly compete with the partnership's primary business.
• Non-Solicitation: Partners are prohibited from soliciting employees or customers of the partnership during the term of this agreement and for a period of [Number] years following withdrawal.
• Confidentiality: Each partner shall maintain the confidentiality of all partnership information.

Article 6: Admission of New Partners

• Admission Requirements: The admission of a new partner requires the [Unanimous/Majority] consent of the existing partners.
• Capital Contribution: A new partner shall be required to make a capital contribution of [Amount].
• Adjustment of Ownership: Upon the admission of a new partner, the ownership percentages of the existing partners shall be adjusted as follows: [Description of Adjustment].

Article 7: Withdrawal of Partners

• Voluntary Withdrawal: A partner may voluntarily withdraw from the partnership by providing [Number] months written notice to the other partners.
• Involuntary Withdrawal: A partner's withdrawal may be triggered by:
  • Death
  • Disability
  • Bankruptcy
• Buyout Terms: Upon withdrawal, the withdrawing partner shall be entitled to a buyout of their partnership interest, calculated as follows: [Description of Calculation Method].
• Payment Timing: Buyout payments shall be made in [Number] installments, commencing [Date].
• Valuation of Partnership Interest: The value of the partnership interest shall be determined by [Appraisal/Formula].

Article 8: Expulsion of Partners

• Reasons for Removal: A partner may be expelled for:
  • Breach of this agreement
  • Gross misconduct
  • Fraud
• Voting Requirements: Expulsion requires a [Unanimous/Majority] vote of the other partners.
• Payout Method: Upon expulsion, the expelled partner shall be entitled to a buyout of their partnership interest, calculated as follows: [Description of Calculation Method].

Article 9: Dissolution and Winding Up

• Triggers for Dissolution: The partnership shall dissolve upon:
  • Agreement of all partners
  • The death or bankruptcy of a partner (unless the remaining partners elect to continue the business)
  • The expiration of the term (if a fixed term is specified)
• Distribution of Assets: Upon dissolution, the assets of the partnership shall be distributed as follows, in accordance with Indiana law:
  • Payment of liabilities to creditors.
  • Repayment of loans from partners.
  • Distribution of remaining assets to partners in proportion to their capital account balances.
• Continuation of Business:
  • Option A: The remaining partners shall have the right to continue the business.
  • Option B: The business shall be liquidated.

Article 10: Dispute Resolution

• Mediation: Any dispute arising out of or relating to this Agreement shall be submitted to mediation in [City, Indiana].
• Arbitration: If mediation fails, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association and applicable Indiana law. The venue shall be [City, Indiana].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
• Jurisdiction: The parties consent to the jurisdiction of the courts of the State of Indiana for any legal action arising out of this Agreement.

Article 11: Indemnification and Liability

• Indemnification: Each partner shall indemnify and hold harmless the other partners from and against any and all liabilities, losses, damages, costs, and expenses arising out of or relating to their conduct of the partnership business.
• Limitation of Liability: No partner shall be liable to the other partners for any act or omission unless such act or omission constitutes gross negligence or willful misconduct.

Article 12: Insurance

• The partnership shall maintain insurance coverage, including [Types of Insurance].
• Coverage amounts shall be determined by the partners.

Article 13: Amendment

This Agreement may be amended only by a written instrument signed by all partners.

Article 14: Recordkeeping and Accounting

• Books and Records: The partnership shall maintain accurate books and records.
• Financial Year: The financial year of the partnership shall end on [Date].
• Accounting Standards: The partnership shall use Generally Accepted Accounting Principles (GAAP).

Article 15: Indiana Specific Provisions

• Compliance with Indiana Uniform Partnership Act: This Agreement is subject to the provisions of the Indiana Uniform Partnership Act.
• LLP/LLLP Registration: If the partnership is an LLP or LLLP, the partnership shall comply with all applicable requirements of the Indiana Business Flexibility Act, including state filings and annual report requirements.
• Publication Requirement: If the partnership is an LLP or LLLP, the partnership shall comply with publication requirements as per Indiana Statute.

Article 16: Miscellaneous

• Assignment: This Agreement may not be assigned by any partner without the written consent of all other partners.
• Notices: All notices shall be in writing and sent to the addresses listed in this Agreement.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Merger/Integration: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.
• Electronic Signatures: Electronic signatures shall be accepted as original signatures.

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]