Kentucky partnership agreement template

Kentucky Partnership Agreement

This Partnership Agreement (the “Agreement”) is made and entered into as of this [Date], by and among the following individuals, collectively referred to as the “Partners”:

• [Partner 1 Full Legal Name], residing at [Partner 1 Address]
• [Partner 2 Full Legal Name], residing at [Partner 2 Address]
• [Partner 3 Full Legal Name], residing at [Partner 3 Address] (Add more as needed)

If any Partner is a business entity, include: organized under the laws of [State] with entity identification number [Entity ID]

1. Formation of Partnership

• Name of Partnership: The name of the Partnership shall be [Partnership Name].
• Business Address: The principal place of business of the Partnership shall be located at [Partnership Address].
• Purpose: The purpose of the Partnership is to engage in the business of [Partnership Purpose].
• Commencement Date: The Partnership shall commence operations on [Start Date].
• Type of Partnership:
  • Option A: General Partnership
  • Option B: Limited Partnership

2. Governing Law

• The laws of the Commonwealth of Kentucky shall govern this Agreement. Specifically, this Agreement shall be governed by the Kentucky Uniform Partnership Act, KRS Chapter 362, as amended.
• Option A: Except as otherwise provided in this agreement, the provisions of KRS Chapter 362 shall apply.
• Option B: The laws of the State of [State] shall govern this agreement.

3. Capital Contributions

• Initial Contributions: Each Partner shall contribute the following capital to the Partnership:
  • [Partner 1 Name]: [Dollar Amount] or [Description of Property] valued at [Dollar Value], or [Description of Services] valued at [Dollar Value].
  • [Partner 2 Name]: [Dollar Amount] or [Description of Property] valued at [Dollar Value], or [Description of Services] valued at [Dollar Value].
  • [Partner 3 Name]: [Dollar Amount] or [Description of Property] valued at [Dollar Value], or [Description of Services] valued at [Dollar Value].
• Method of Contribution:
  • Option A: Cash
  • Option B: Property (describe property and valuation method)
  • Option C: Services (describe services and valuation method)
• Schedule of Contributions:
  • Option A: All contributions shall be made upon execution of this Agreement.
  • Option B: Contributions shall be made according to the following schedule: [Contribution Schedule].
• Additional Capital Contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon a [Percentage] vote of the Partners. The amount and timing of such contributions shall be determined by the Partners.
• Failure to Contribute:
  • Option A: Failure to make required capital contributions shall result in dilution of the Partner's ownership interest, as determined by the other Partners.
  • Option B: Failure to make required capital contributions shall be treated as a loan to the Partnership with interest at [Interest Rate].
  • Option C: Failure to make required capital contributions shall constitute a breach of this Agreement and may result in expulsion from the Partnership.

4. Ownership, Profits, and Losses

• Ownership Percentage: The ownership percentage of each Partner shall be as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Profit and Loss Sharing:
  • Option A: Profits and losses shall be shared in proportion to each Partner's ownership percentage.
  • Option B: Profits and losses shall be shared as follows: [Specific Allocation of Profit and Loss].
• Distributions: Distributions of cash or other assets shall be made to the Partners in proportion to their ownership percentages, at such times and in such amounts as determined by the Partners.
  • Distributions will be made at a minimum [Frequency].

5. Roles, Duties, and Authority of Partners

• Management Structure:
  • Option A: All Partners shall participate in the management of the Partnership.
  • Option B: [Managing Partner Name] shall be the managing partner and shall have the primary responsibility for managing the day-to-day operations of the Partnership.
• Authority to Bind:
  • Option A: Each Partner shall have the authority to bind the Partnership.
  • Option B: Only the managing partner(s) shall have the authority to bind the Partnership.
• Voting Rights: Each Partner shall have voting rights in proportion to their ownership percentage.
• Decision Making:
  • Ordinary Decisions: Ordinary business decisions shall be made by a [Majority/Unanimous] vote of the Partners.
  • Extraordinary Decisions: Extraordinary decisions, including but not limited to, admitting new partners, borrowing money, or selling assets, shall require a [Majority/Unanimous] vote of the Partners.

6. Duties and Fiduciary Responsibilities

• Each Partner owes a duty of loyalty, good faith, and fair dealing to the Partnership and the other Partners.
• Partners shall fully disclose all material information relating to the Partnership to the other Partners.
• Option A: Partners may engage in other business activities, provided such activities do not conflict with the interests of the Partnership.
• Option B: Partners shall devote their full time and attention to the business of the Partnership.
• To the extent permitted by Kentucky law, the Partners may waive or modify certain fiduciary duties. However, no waiver or modification shall be permitted that authorizes bad faith conduct.

7. Meetings and Records

• Meetings:
  • Option A: The Partners shall meet [Frequency] to discuss the business of the Partnership.
  • Option B: Meetings will be held as needed when called for by any partner.
• Notice: Notice of meetings shall be given to each Partner at least [Number] days prior to the meeting.
• Form of Meetings:
  • Option A: Meetings may be held in person or by telephone or video conference.
  • Option B: Meetings must be held in person.
• Minutes: Minutes of all meetings shall be kept and made available to all Partners.
• Record Keeping: The Partnership shall maintain complete and accurate books and records of account at its principal place of business.

8. Incoming and Outgoing Partners

• Admission of New Partners:
  • Option A: New partners may be admitted only upon the unanimous consent of the existing Partners.
  • Option B: New partners may be admitted upon the [Percentage] consent of existing partners.
• Transfer of Partnership Interests:
  • Option A: No Partner may transfer their partnership interest without the prior written consent of all other Partners.
  • Option B: A partner may transfer their partnership interest with [Percentage] consent of other partners.
• Withdrawal:
  • Option A: A Partner may voluntarily withdraw from the Partnership upon [Number] days' written notice to the other Partners.
  • Option B: A Partner may not voluntarily withdraw from the Partnership.
• Involuntary Withdrawal/Expulsion: A Partner may be involuntarily withdrawn or expelled from the Partnership for cause, including but not limited to, breach of this Agreement, misconduct, or bankruptcy. Expulsion requires a [Percentage] vote of the other Partners.
  • Upon withdrawal of a Partner, notice must be given in compliance with Kentucky law, if applicable, including KRS provisions regarding publication requirements or notification of creditors.

9. Dissolution

• Causes for Dissolution: The Partnership shall dissolve upon the occurrence of any of the following events:
  • Agreement of the Partners.
  • The death, disability, bankruptcy, or withdrawal of a Partner (unless otherwise agreed by the remaining Partners).
  • The sale of substantially all of the assets of the Partnership.
  • Any event that makes it unlawful for the Partnership to continue its business.
• Winding Up: Upon dissolution, the Partners shall wind up the affairs of the Partnership, including liquidating its assets and paying its debts.
• Distribution of Assets: The assets of the Partnership shall be distributed in the following order:
  • First, to creditors of the Partnership.
  • Second, to Partners for repayment of loans made to the Partnership.
  • Third, to Partners in proportion to their capital accounts.
• The terms of this dissolution supersede the default provisions of KRS Chapter 362 to the extent permitted by law.

10. Partner Withdrawal, Death, or Disability

• Upon the withdrawal, death, disability, bankruptcy, divorce, or expulsion of a Partner (each a “Triggering Event”), the remaining Partners shall have the option to purchase the departing Partner's interest.
• Buyout Price: The buyout price shall be determined as follows:
  • Option A: Book Value.
  • Option B: Fair Market Value, as determined by an independent appraisal.
  • Option C: Agreed Upon Price: [Dollar Amount].
• Payment Terms:
  • Option A: The buyout price shall be paid in a lump sum within [Number] days of the Triggering Event.
  • Option B: The buyout price shall be paid in installments over [Number] months, with interest at [Interest Rate].

11. Tax Matters

• Tax Matters Partner: [Partner Name] is hereby designated as the Tax Matters Partner.
• Tax Allocations: All items of income, gain, loss, deduction, and credit shall be allocated to the Partners in accordance with their profit and loss sharing ratios.
• The Partnership shall make such elections as are necessary to comply with applicable federal and Kentucky tax laws.

12. Confidentiality, Non-Compete, and Non-Solicitation

• Confidentiality: Each Partner shall maintain the confidentiality of the Partnership's confidential information.
• Non-Compete:
  • Option A: During the term of this Agreement and for a period of [Number] years after termination, no Partner shall engage in any business that competes with the business of the Partnership within a [Number] mile radius of the Partnership's principal place of business.
  • Option B: There will be no non-compete requirement.
• Non-Solicitation:
  • Option A: During the term of this Agreement and for a period of [Number] years after termination, no Partner shall solicit employees or customers of the Partnership.
  • Option B: There will be no non-solicitation requirement.

13. Indemnification and Liability

• The Partnership shall indemnify each Partner against any loss, damage, or liability incurred by reason of being a Partner, except to the extent that such loss, damage, or liability is caused by the Partner's gross negligence or willful misconduct.
• No Partner shall be liable to the Partnership or the other Partners for any mistake of judgment or other action taken in good faith.

14. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State]. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved in the courts of the Commonwealth of Kentucky, located in [County Name] County.
• Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

15. Business Continuity and Succession Planning

• In the event of the death or disability of [Managing Partner Name], [Successor Managing Partner Name] shall become the managing partner.
• The Partnership shall maintain key person life insurance on [Key Person Name] in the amount of [Dollar Amount].

16. Maintenance of Records

• The Partnership shall maintain complete and accurate books and records of account at its principal place of business.
• Each Partner shall have the right to inspect the books and records of the Partnership at any reasonable time.
• The Partnership shall prepare an annual accounting of its financial condition.
• Option A: The Partnership shall engage an independent auditor to audit its financial statements annually.
• Option B: There will be no independent audit.

17. Conflict of Interest and Related Transactions

• A Partner must disclose any conflict of interest to the other partners.
• Transactions between the partnership and a partner require [Percentage] approval.

18. Waivers Under Kentucky RUPA

• Option A: The Partners agree to waive the following provisions of the Kentucky Revised Uniform Partnership Act (RUPA): [List Specific KRS Sections Being Waived].
• Option B: No provisions of the Kentucky Revised Uniform Partnership Act (RUPA) are waived by this agreement.

19. Agent for Service of Process

• The Partnership designates the following individual as its agent for service of process in the Commonwealth of Kentucky: [Agent Name], residing at [Agent Address].

20. Miscellaneous

• Electronic Signature: 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. Electronic signatures shall be accepted as original signatures.
• Amendments: This Agreement may be amended only by a written instrument signed by all of the Partners.
  • A [Percentage] vote is required to amend this agreement.
• Integration Clause: This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this 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]

(Add more signature blocks as needed)