Louisiana partnership agreement template

Louisiana Partnership Agreement

This Partnership Agreement is made and entered into as of this [Date] by and among:

• [Partner 1 Name/Entity Name], residing/located at [Partner 1 Address], hereinafter referred to as "Partner 1"; and
• [Partner 2 Name/Entity Name], residing/located at [Partner 2 Address], hereinafter referred to as "Partner 2"; and
• [Partner 3 Name/Entity Name], residing/located at [Partner 3 Address], hereinafter referred to as "Partner 3" (if applicable).

Each individually, a "Partner," and collectively, the "Partners."

1. Formation and Type of Partnership

• Option A: General Partnership. The Partners hereby form a general partnership under the laws of the State of Louisiana.
• Option B: Limited Partnership. The Partners hereby form a limited partnership under the laws of the State of Louisiana. [Name of General Partner] shall be the general partner, and [Name of Limited Partner] shall be the limited partner.
• Option C: Limited Liability Partnership. The Partners hereby form a limited liability partnership under the laws of the State of Louisiana.

2. Name and Principal Place of Business

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

3. Purpose and Scope of Business

• The purpose of the Partnership is to engage in the business of [Description of Business].
• Option A: The Partnership shall have the power to do all things necessary or incidental to carry out its purpose.
• Option B: The Partnership shall not engage in any business other than that specifically described above without the unanimous written consent of all Partners.

4. Effective Date and Term

• The effective date of this Agreement shall be [Date].
• Option A: The term of the Partnership shall be perpetual.
• Option B: The term of the Partnership shall be for a period of [Number] years, commencing on the effective date, unless sooner terminated as provided in this Agreement.
• Option C: (Removal of Term Clause). This partnership shall exist until dissolved per terms outlined in section 15.

5. Capital Contributions

• Partner 1 shall contribute [Dollar Amount or Description of Property/Services].
• Partner 2 shall contribute [Dollar Amount or Description of Property/Services].
• Partner 3 shall contribute [Dollar Amount or Description of Property/Services] (if applicable).
• Option A: All capital contributions shall be made on or before [Date].
• Option B: Valuation of non-cash contributions shall be determined by [Method of Valuation, e.g., independent appraisal].
• Option C: Additional capital contributions may be required from time to time as determined by [Majority/Unanimous] vote of the Partners. Failure to contribute additional capital will result in [Consequences of Failure to Contribute, e.g., dilution of ownership interest].

6. Ownership, Profits, Losses, and Distributions

• Partner 1 shall have a [Percentage]% ownership interest.
• Partner 2 shall have a [Percentage]% ownership interest.
• Partner 3 shall have a [Percentage]% ownership interest (if applicable).
• Option A: Profits and losses shall be shared in proportion to each Partner's ownership interest.
• Option B: Profits and losses shall be shared equally among the Partners.
• Distributions shall be made at such times and in such amounts as determined by [Majority/Unanimous] vote of the Partners.

7. Partner Roles and Responsibilities

• [Name of Partner] shall be responsible for [Specific Responsibilities].
• [Name of Partner] shall be responsible for [Specific Responsibilities].
• [Name of Partner] shall be responsible for [Specific Responsibilities] (if applicable).
• Option A: All decisions shall be made by [Majority/Unanimous] vote of the Partners.
• Option B: [Name of Partner] shall have the authority to make day-to-day operational decisions.
• Option C: Deadlocks shall be resolved by [Method of Resolution, e.g., mediation, arbitration].

8. Meetings of Partners

• Meetings of the Partners shall be held [Frequency, e.g., monthly, quarterly].
• The location of meetings shall be [Location, e.g., principal place of business, virtual meeting].
• Option A: Notice of meetings shall be given at least [Number] days prior to the meeting date.
• Option B: A quorum for any meeting shall consist of [Percentage]% of the Partners.
• Minutes of each meeting shall be kept and maintained by [Name of Partner or Designated Individual].

9. Partner Competition and Conflicts of Interest

• Option A: Partners shall be free to engage in other businesses, whether or not competitive with the Partnership.
• Option B: Partners shall not engage in any business that is competitive with the Partnership without the [Majority/Unanimous] written consent of the other Partners.
• Any conflict of interest shall be disclosed to the other Partners and resolved by [Method of Resolution].

10. Partner Admission, Withdrawal, Retirement, and Expulsion

• New partners may be admitted only upon the [Majority/Unanimous] written consent of the existing Partners.
• A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners.
• Option A: Upon withdrawal, the withdrawing Partner shall be entitled to receive the value of their interest in the Partnership, as determined by [Method of Valuation, e.g., book value, independent appraisal].
• Option B: A Partner may be expelled from the Partnership for cause upon a [Majority/Unanimous] vote of the other Partners. "Cause" shall include [Definition of Cause].

11. Transfer or Assignment of Partnership Interests

• A Partner may not transfer or assign their partnership interest without the [Majority/Unanimous] written consent of the other Partners. Note Louisiana law requires unanimous consent unless otherwise provided in the agreement.
• Any attempted transfer or assignment in violation of this provision shall be void.
• Option A: A permitted transferee shall be admitted as a substitute partner.
• Option B: A permitted transferee shall only be entitled to receive the transferring partner's share of profits and distributions but shall not be a partner.

12. Indemnification and Liability

• The Partnership shall indemnify each Partner against any loss, damage, or liability incurred by them in connection with the Partnership's business, except to the extent such loss, damage, or liability is the result of the Partner's gross negligence or willful misconduct.
• Option A: Partners are personally liable for the debts and obligations of the Partnership to the extent required by Louisiana law.
• Option B: The Partnership shall maintain adequate liability insurance coverage.

13. Tax Treatment

• The Partnership shall be treated as a partnership for federal and state income tax purposes.
• Option A: The Partnership shall elect to be taxed as an S corporation.
• Each Partner shall be responsible for reporting their share of the Partnership's income, deductions, and credits on their individual tax returns.

14. Records, Accounting, and Financial Statements

• The Partnership shall maintain accurate and complete books and records.
• Financial statements shall be prepared [Frequency, e.g., annually, quarterly] in accordance with generally accepted accounting principles.
• Each Partner shall have access to the Partnership's books and records.
• The Partnership's fiscal year shall end on [Date].

15. Dissolution

• The Partnership may be dissolved upon the [Majority/Unanimous] written consent of the Partners.
• The Partnership shall be dissolved upon the death, withdrawal, or expulsion of a Partner, unless the remaining Partners agree to continue the Partnership.
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order: (1) to creditors, (2) to Partners in repayment of loans, (3) to Partners in proportion to their capital accounts.
• Notification of dissolution shall be provided to all relevant parties, including creditors and clients.

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved by [Method of Dispute Resolution, e.g., mediation, arbitration, litigation].
• If mediation is chosen, the mediation shall take place in [City, State].
• This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana. The venue for any legal proceedings shall be [Parish, State].

17. Default and Remedies

• If any Partner breaches this Agreement, the other Partners shall have the right to pursue all available legal and equitable remedies.
• Option A: The non-breaching Partners shall be entitled to recover their damages, including reasonable attorneys' fees and costs.
• Option B: A breach of this agreement will result in [specific penalties].

18. Entire Agreement

• 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.
• This Agreement may be amended only by a written instrument signed by all of the Partners.
• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. Additional Provisions

• [Insert any additional provisions here, e.g., succession planning, business continuity insurance, social responsibility requirements, or other state- or industry-specific regulatory compliance clauses].

20. Louisiana Specific Provisions (Optional)

• Option A (Civil Law Terminology): It is the intention of the partners to form a “société” within the meaning of Louisiana Civil Code Articles 2801, et seq.
• Option B (Mandate): Any partner acting on behalf of the partnership shall act as a “mandatary” in accordance with Louisiana Civil Code Article 2989, et seq.
• Option C (Community Property): The parties acknowledge that if any partner is married, their interest in this partnership may be considered community property, subject to Louisiana community property laws. Consultation with legal counsel regarding the implications of community property is recommended.
• Option D (French Language Version): This agreement may be executed in both English and French. In the event of any conflict between the two versions, the English version shall prevail.

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

____________________________
[Partner 1 Name/Entity Name]

____________________________
[Partner 2 Name/Entity Name]

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[Partner 3 Name/Entity Name] (if applicable)