Iowa partnership agreement template

Iowa Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], an individual;
• [Partner 2 Name], residing at [Partner 2 Address], an individual;
• [Partner 3 Name], residing at [Partner 3 Address], an individual;

and any other partners who may be admitted in accordance with the terms of this Agreement.

1. Formation and Type of Partnership

• Option A: General Partnership. This Agreement shall constitute a general partnership under the laws of the State of Iowa, specifically Iowa Code Chapter 486A.
• Option B: Limited Partnership. This Agreement shall constitute a limited partnership under the laws of the State of Iowa, specifically Iowa Code Chapter 488. The general partner(s) shall be [General Partner Name(s)], and the limited partner(s) shall be [Limited Partner Name(s)]. A Certificate of Limited Partnership shall be filed with the Iowa Secretary of State.
• Option C: Limited Liability Partnership. This Agreement shall constitute a limited liability partnership under the laws of the State of Iowa, specifically Iowa Code Chapter 486A. The Partnership shall register as a Limited Liability Partnership with the Iowa Secretary of State.

2. Name and Principal Place of Business

• The name of the Partnership shall be [Partnership Name].
  • Registration Status: [Registered/Unregistered]
• The principal place of business of the Partnership shall be located at [Partnership Address] in Iowa.

3. Purpose

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

4. Term

• Option A: Fixed Term. The term of this Partnership shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option B: At-Will. The term of this Partnership shall commence on [Start Date] and shall continue until terminated as provided herein.

5. Capital Contributions

• Each Partner shall contribute the following capital to the Partnership:
  • [Partner 1 Name]: [Amount/Description of Contribution]
  • [Partner 2 Name]: [Amount/Description of Contribution]
  • [Partner 3 Name]: [Amount/Description of Contribution]
• Option A: Initial Contributions Only. No additional capital contributions shall be required of any Partner.
• Option B: Additional Contributions. Additional capital contributions may be required upon the affirmative vote of [Percentage]% of the Partners.
  • Capital Calls: If additional capital is required, each Partner shall contribute in proportion to their respective Partnership Interest.

6. Partnership Interests, Voting Rights, and Profit and Loss Allocations

• The Partnership Interests, voting rights, and profit and loss allocations shall be as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Option A: Profit and Loss Allocation Proportional to Ownership. Profits and losses shall be allocated among the Partners in proportion to their respective Partnership Interests.
• Option B: Profit and Loss Allocation Based on Performance. Profits and losses shall be allocated among the Partners based on individual performance as determined by [Method of Determination].
• Option C: Profits Allocated Differently from Losses. Profits shall be allocated [profit allocation terms]. Losses shall be allocated [loss allocation terms].

7. Partner Roles and Duties

• Option A: All Partners Participate in Management. All Partners shall participate in the management and control of the Partnership.
• Option B: Managing Partner(s). The following Partner(s) shall be the Managing Partner(s): [Managing Partner Name(s)]. The Managing Partner(s) shall have the authority to make decisions regarding the day-to-day operations of the Partnership.
  • Limits on Authority: The Managing Partner(s) shall not have the authority to [Limitations on Authority].
• Decision-Making: Decisions shall be made by a vote of [Percentage]% of the Partners. Deadlocks shall be resolved by [Dispute Resolution Method].

8. Admission of New Partners

• New Partners may be admitted to the Partnership upon the affirmative vote of [Percentage]% of the existing Partners.
• Application Process: A prospective Partner shall submit a written application to the Partnership, which shall include [Required Information].
• Capital Contribution: A new Partner shall contribute [Amount/Description of Contribution] to the Partnership.

9. Withdrawal, Retirement, or Expulsion of Partners

• A Partner may withdraw from the Partnership by providing [Number] days' written notice to the other Partners.
• Retirement: A Partner may retire from the Partnership according to the terms outlined in [terms].
• Expulsion: A Partner may be expelled from the Partnership upon the affirmative vote of [Percentage]% of the other Partners for [Reasons for Expulsion].
• Buyout: Upon withdrawal, retirement, or expulsion, the departing Partner's Partnership Interest shall be purchased by the Partnership.
  • Valuation: The value of the departing Partner's Partnership Interest shall be determined by [Valuation Method].
  • Payment: The purchase price shall be paid in [Number] installments, commencing on [Date].
• Option A: Non-Compete. Upon withdrawal, retirement, or expulsion, the departing Partner shall not compete with the Partnership for a period of [Number] years within a radius of [Number] miles of the Partnership's principal place of business. This clause is intended to comply with Iowa law.
• Option B: No Non-Compete. The departing partner will not be restricted by non-compete obligations.

10. Management

• Option A: All Partners Manage. All Partners shall participate in the daily management of the Partnership.
• Option B: Designated Managers. The daily management of the Partnership shall be the responsibility of the following designated Managers: [Manager Names].
  • Selection and Removal: Managers shall be selected and removed by a vote of [Percentage]% of the Partners.
• Partnership Meetings: Partnership meetings shall be held [Frequency]. Minutes of all meetings shall be recorded and maintained.

11. Bookkeeping, Accounting, and Audit

• The Partnership shall maintain accurate books and records in accordance with generally accepted accounting principles (GAAP).
• Fiscal Year: The fiscal year of the Partnership shall end on [Date].
• Partner Access: All Partners shall have access to the Partnership's books and records.
• Audit: The Partnership's books and records shall be audited [Frequency] by an independent certified public accountant.
• Tax Allocations and Filings: The Partnership shall comply with all applicable IRS and state rules regarding tax allocations and filings. [Name] shall be the partnership's tax representative.

12. Distribution of Profits and Draws

• Option A: Periodic Draws. Partners may take periodic draws from the Partnership, subject to the availability of funds.
• Option B: Annual Distributions. Profits shall be distributed to the Partners annually, within [Number] days after the end of the fiscal year.
• Withholding: The Partnership may withhold distributions to Partners to cover any outstanding obligations to the Partnership.

13. Losses and Liabilities

• Option A: Joint and Several Liability (General Partnership). Partners shall be jointly and severally liable for the debts and obligations of the Partnership, consistent with Iowa law for general partnerships.
• Option B: Limited Liability (LLP). Partners shall have limited liability for the debts and obligations of the Partnership to the extent permitted under Iowa law for limited liability partnerships.
• Capital Deficiencies: If a Partner has a capital deficiency, they shall be required to contribute additional capital to the Partnership to eliminate the deficiency.

14. Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • Unanimous agreement of the Partners.
  • Death, incapacity, or bankruptcy of a Partner (unless waived by the remaining Partners).
  • Any event that makes it unlawful for the Partnership to continue its business.
• Winding Up: Upon dissolution, the Partnership shall wind up its affairs and distribute its assets in the following order of priority:
  • Payment of debts and liabilities to creditors.
  • Payment of debts and liabilities to partners (other than for capital and profits).
  • Repayment of capital contributions to partners.
  • Distribution of remaining assets to partners in proportion to their respective Partnership Interests.

15. Indemnification

The Partnership shall indemnify and hold harmless each Partner and Manager from and against any and all losses, damages, and expenses incurred by them in connection with their services to the Partnership, provided that they acted in good faith and in a manner they reasonably believed to be in the best interests of the Partnership.

16. Competition, Use of Partnership Opportunity, Self-Dealing, and Conflict of Interest

• Option A: Restriction on Competition. Partners shall not compete with the Partnership during the term of this Agreement and for a period of [Number] years thereafter.
• Option B: No Restriction on Competition. Partners may engage in other business activities, including those that compete with the Partnership.
• Duty of Loyalty. Each partner owes the partnership a duty of loyalty, consistent with Iowa Code section 486A.404.
• Partners shall not use partnership opportunities for personal gain without the consent of the other Partners. Partners shall avoid self-dealing and disclose any conflicts of interest.

17. Transferability of Partnership Interests

• Option A: Restriction on Transfer. No Partner may transfer their Partnership Interest without the prior written consent of [Percentage]% of the other Partners.
• Option B: Right of First Refusal. If a Partner desires to transfer their Partnership Interest, they shall first offer it to the other Partners at a price determined by [Valuation Method].
• Permitted Transferees: Partnership interests may only be transferred to [permitted transferees].

18. Confidentiality

• Option A: Broad Confidentiality. Partners shall maintain the confidentiality of all Partnership information, including financial information, trade secrets, and customer lists.
• Option B: Limited Confidentiality. Partners shall maintain the confidentiality of only the Partnership's trade secrets.

19. Partnership Records

• The Partnership shall maintain the following records: minutes of meetings, tax returns, financial statements, and a record of ownership.
• Partners shall have the right to inspect the Partnership's records at any reasonable time.
• Records shall be maintained at [Location of Records].

20. Deadlock

In the event of a deadlock among the Partners, the following procedure shall be followed: [Dispute Resolution Method], such as buy-sell agreement, mediation, binding arbitration or a tie-breaker.

21. Amendment

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

22. Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.
• Option A: Mediation. Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Iowa before resorting to litigation.
• Option B: Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in Iowa in accordance with the rules of the American Arbitration Association.
• Jurisdiction and Venue: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County], Iowa.

23. Insurance

The Partnership shall maintain the following insurance coverage: [Types of Insurance Coverage].

24. Compliance

The Partnership shall comply with all applicable Iowa-specific licensing, tax registration, and reporting obligations, including Iowa Code requirements for stakeholder notice.

25. Representations and Warranties

Each Partner represents and warrants that they have the right to enter into this Agreement, that their contributions do not conflict with any other agreements, and that they are not restricted from making such contributions.

26. Remedies

In the event of a breach of this Agreement, the non-breaching Partners shall have the right to pursue any and all remedies available at law or in equity, including damages, specific performance, and injunctive relief.

27. Iowa Specific Statements

• Partner's right to dissociate from the partnership: Partners have the right to dissociate from the partnership as described in Iowa Code Chapter 486A.
• Filing Statement of Authority: Partners may elect to file a statement of authority with the Iowa Secretary of State pursuant to Iowa Code Section 486A.303.

28. Signatures

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

[Partner 1 Name]

____________________________
Signature

[Partner 2 Name]

____________________________
Signature

[Partner 3 Name]

____________________________
Signature