Maine partnership agreement template

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How Maine partnership agreement Differ from Other States

Maine adopts the Maine Uniform Partnership Act, which has certain unique provisions regarding fiduciary duties not found in all states.
The process for filing a Statement of Partnership Authority in Maine differs from many states, as it is optional and not mandatory for all partnerships.
Maine specifically allows for oral partnership agreements, but written agreements are strongly recommended to avoid disputes and meet state-specific compliance.

Frequently Asked Questions (FAQ)

Q: Is a written partnership agreement legally required in Maine?

A: No, Maine does not require a written agreement, but having one is highly advised to clarify terms and prevent conflicts.
Q: Does a Maine partnership need to be registered with the state?

A: Registration is only needed if a Statement of Partnership Authority is being filed; otherwise, no formal registration is required.
Q: What law governs Maine partnership agreements?

A: Maine partnership agreements are governed by the Maine Uniform Partnership Act and general contract law principles.

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Maine Partnership Agreement

This Partnership Agreement is made and effective as of [Date], by and among:

[Partner 1 Name], residing at [Partner 1 Address]
[Partner 2 Name], residing at [Partner 2 Address]
[Partner 3 Name], residing at [Partner 3 Address] (if applicable)

collectively, the "Partners".

1. Formation and Name

Option A: The Partners hereby form a general partnership under the laws of the State of Maine.
Option B: The Partners hereby form a limited partnership under the laws of the State of Maine, and in accordance with the Maine Revised Statutes Title 31, chapter 8-A.
Option C: The Partners hereby form a limited liability partnership ("LLP") under the laws of the State of Maine, and in accordance with the Maine Revised Statutes Title 31, chapter 8-A.
Option D: The Partners hereby form a limited liability limited partnership ("LLLP") under the laws of the State of Maine, and in accordance with the Maine Revised Statutes Title 31, chapter 8-A.
The name of the Partnership shall be [Partnership Name].
The principal place of business of the Partnership shall be at [Partnership Address].

2. Purpose

Option A: The purpose of the Partnership is to engage in the business of [Description of Business Activities].
Option B: The purpose of the Partnership is to engage in any lawful business permitted under the laws of the State of Maine.

3. Term

Option A: The term of the Partnership shall commence on the effective date of this Agreement and shall continue indefinitely until terminated as provided herein. This partnership is an "at-will" partnership.
Option B: The term of the Partnership shall commence on the effective date of this Agreement and shall continue for a period of [Number] years, expiring on [Date].
Option C: The term of the Partnership shall commence on the effective date of this Agreement and shall continue until the occurrence of [Specific Event or Objective].

4. Capital Contributions

Each Partner shall contribute to the capital of the Partnership the following:

[Partner 1 Name]: [Description of Contribution], valued at [Dollar Amount]. To be contributed by [Date].
[Partner 2 Name]: [Description of Contribution], valued at [Dollar Amount]. To be contributed by [Date].
[Partner 3 Name]: [Description of Contribution], valued at [Dollar Amount]. To be contributed by [Date]. (if applicable)

Option A: Additional capital contributions shall be required only upon the unanimous agreement of all Partners.
Option B: Additional capital contributions may be required from time to time as determined by a [Percentage]% vote of the Partners. The amount and timing of such contributions shall be determined by the Partners. Failure to make a required capital contribution shall result in [Consequences of Failure to Contribute].

5. Ownership and Profit/Loss Sharing

The ownership interests of the Partners in the Partnership shall be as follows:

[Partner 1 Name]: [Percentage]%
[Partner 2 Name]: [Percentage]%
[Partner 3 Name]: [Percentage]% (if applicable)

Option A: Profits and losses of the Partnership shall be shared by the Partners in proportion to their ownership interests.
Option B: Profits and losses of the Partnership shall be shared equally by the Partners.
Option C: Profits shall be shared according to [Specify the details of profit sharing]. Losses shall be shared according to [Specify the details of loss sharing].

6. Management and Decision-Making

Option A: All Partners shall have equal rights in the management and conduct of the Partnership business.
Option B: [Partner Name] shall be the Managing Partner and shall have primary responsibility for the day-to-day management of the Partnership business.

Decisions relating to the Partnership business shall be made by [Specify Voting Procedure, e.g., majority vote, unanimous consent] of the Partners.

No Partner shall have the authority to bind the Partnership to any agreement exceeding [Dollar Amount] without the [Specify Voting Procedure, e.g., majority vote, unanimous consent] of the Partners.

7. Banking and Accounting

The Partnership shall maintain one or more bank accounts at [Bank Name], located at [Bank Address].

The fiscal year of the Partnership shall end on [Date].

The Partnership shall maintain its books and records in accordance with the [Cash or Accrual] method of accounting.

[Partner Name] shall be responsible for maintaining the books and records of the Partnership. All Partners shall have access to the books and records of the Partnership.

8. Distributions and Withdrawals

Distributions of profits shall be made to the Partners [Frequency, e.g., monthly, quarterly, annually].

Option A: The amount of distributions shall be determined by the Partners based on the Partnership's financial performance.
Option B: Each partner may withdraw up to [Dollar Amount] per [Time Period, e.g., month, quarter, year] as an advance against their share of profits.

Distributions in kind are [Permitted/Prohibited]. If permitted, the value of the distribution will be determined by [Valuation Method].

9. Admission of New Partners

Option A: New partners may be admitted to the Partnership only upon the unanimous consent of all existing Partners.
Option B: New partners may be admitted to the Partnership upon a [Percentage]% vote of the existing Partners.

New partners shall be required to contribute to the capital of the Partnership as determined by the existing Partners.

10. Withdrawal, Retirement, and Expulsion

A Partner may voluntarily withdraw from the Partnership by giving [Number] days written notice to the other Partners.

Option A: Upon withdrawal, the withdrawing Partner shall be entitled to receive the value of their ownership interest in the Partnership as determined by [Valuation Method].
Option B: Upon withdrawal, the withdrawing partner shall not be entitled to receive any payment for goodwill or going concern value.

A Partner may be expelled from the Partnership for cause upon a [Percentage]% vote of the other Partners. Cause shall include, but not be limited to, [Examples of Cause].

11. Death, Disability, or Bankruptcy

Upon the death, disability, or bankruptcy of a Partner, the remaining Partners shall have the option to [Continue or Dissolve] the Partnership.

If the Partnership is continued, the estate of the deceased, disabled, or bankrupt Partner shall be entitled to receive the value of the Partner's ownership interest in the Partnership as determined by [Valuation Method].

12. Dissolution and Winding Up

The Partnership may be dissolved upon the [Unanimous or Percentage]% vote of the Partners or upon the occurrence of any event specified in this Agreement or under the laws of the State of Maine.

Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order: (a) to creditors of the Partnership; (b) to Partners in repayment of loans made to the Partnership; (c) to Partners in proportion to their capital accounts; (d) to Partners in proportion to their ownership interests.

13. Indemnification and Limitation of Liability

Option A: The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of the Partner's conduct of the Partnership business, except to the extent such losses, claims, damages, liabilities, and expenses are caused by the Partner's gross negligence or willful misconduct.
Option B: No Partner shall be liable to the Partnership or any other Partner for any act or omission in connection with the conduct of the Partnership business, except to the extent such act or omission constitutes gross negligence or willful misconduct.

Limited partners’ liability is limited to the extent provided under the Maine Revised Statutes Title 31, chapter 8-A.

14. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine.

Option A: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City, State].
Option B: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, State].

15. Partner Duties and Restrictions

Each Partner shall owe a fiduciary duty of loyalty and care to the Partnership and the other Partners, as required by Maine law, including the Maine Uniform Partnership Act.

Option A: During the term of this Agreement and for a period of [Number] years after the termination of this Agreement, no Partner shall engage in any business that is competitive with the business of the Partnership within a [Number] mile radius of the Partnership's principal place of business.
Option B: Each Partner shall keep confidential all confidential information relating to the Partnership and its business.

16. Representations and Warranties

Each Partner represents and warrants that they have the full power and authority to enter into this Agreement and to perform their obligations hereunder.

Each Partner represents and warrants that all information provided to the Partnership is true and accurate.

17. Non-Discrimination and Anti-Harassment

Option A: The Partnership is committed to providing a workplace free of discrimination and harassment based on race, color, religion, sex, national origin, age, disability, or any other protected characteristic under federal and Maine law.
Option B: [Clause Omitted]

18. Insurance

The Partnership shall maintain [Type of Insurance] insurance with coverage amounts of at least [Dollar Amount].

19. Tax Treatment and Reporting

The Partnership shall be treated as a partnership for federal and state tax purposes.

[Partner Name] shall be designated as the Tax Matters Partner.

Each Partner shall be responsible for paying their own estimated taxes.

20. Notice

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above or to such other address as a Partner may designate in writing.

21. Amendment

This Agreement may be amended only by a written instrument signed by all of the Partners.

22. Assignment

Option A: No Partner may assign or transfer their interest in the Partnership without the unanimous consent of the other Partners.
Option B: A Partner may transfer their interest in the Partnership subject to a right of first refusal in favor of the other Partners.

23. Force Majeure

No Partner shall be liable for any failure to perform their obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, riots, strikes, or natural disasters.

24. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25. 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.

26. Compliance with Maine Law

This agreement is intended to comply with all applicable laws of the State of Maine. If any conflict arises, the laws of the State of Maine shall govern.

27. Intellectual Property

Option A: All intellectual property created by the partnership will be owned jointly by all partners.
Option B: Intellectual property created by [Partner Name] will be owned by [Partner Name].

28. Annexes/Schedules

The following Annexes/Schedules are attached to and incorporated into this Agreement: