Massachusetts partnership agreement template

Massachusetts Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], and having a contact number of [Partner 1 Phone Number] and email address of [Partner 1 Email];
• [Partner 2 Name], residing at [Partner 2 Address], and having a contact number of [Partner 2 Phone Number] and email address of [Partner 2 Email];
• [Partner 3 Name], residing at [Partner 3 Address], and having a contact number of [Partner 3 Phone Number] and email address of [Partner 3 Email];

hereinafter referred to as the "Partners".

1. Formation and Type of Partnership

• Option A: General Partnership. The Partners hereby form a general partnership under the laws of the Commonwealth of Massachusetts, governed by M.G.L. Chapter 108A.
• Option B: Limited Partnership. The Partners hereby form a limited partnership under the laws of the Commonwealth of Massachusetts, governed by M.G.L. Chapter 109. The [Partner Name] shall be the General Partner and the [Partner Name] shall be the Limited Partner.
• Option C: Limited Liability Partnership. The Partners hereby form a limited liability partnership under the laws of the Commonwealth of Massachusetts, governed by M.G.L. Chapter 108A.

2. Name and Principal Place of Business

• Option A: The name of the partnership shall be [Partnership Name].
• Option B: The principal place of business of the Partnership shall be located at [Partnership Address] in the Commonwealth of Massachusetts.

3. Business Purpose

• Option A: The purpose of the Partnership is to engage in the business of [Business Purpose Description].
• Option B: The Partnership shall have the power to do all things necessary or incidental to carry out its business and purposes, subject to any limitations contained in this Agreement.

4. Term

• Option A: At-Will. The Partnership shall commence on the effective date of this Agreement and shall continue until terminated as provided herein.
• Option B: Fixed Term. The Partnership shall commence on [Start Date] and shall continue for a term of [Number] years, expiring on [End Date], unless sooner terminated as provided herein.

5. Capital Contributions

Initial Contributions: Each Partner shall contribute to the capital of the Partnership the amount, property, or services set forth below:

• [Partner Name]: [Contribution Description] valued at [Dollar Amount].
• [Partner Name]: [Contribution Description] valued at [Dollar Amount].

Additional Contributions:

• Option A: Additional capital contributions shall not be required of the Partners.
• Option B: Additional capital contributions may be required upon the unanimous consent of the Partners.

6. Ownership and Profit/Loss Sharing

Percentage of Ownership: The Partners shall own the Partnership in the following percentages:

• [Partner Name]: [Percentage]%
• [Partner Name]: [Percentage]%

Profit and Loss Sharing: Profits and losses shall be shared by the Partners in proportion to their respective ownership percentages as set forth above, unless otherwise agreed upon in writing by all partners.

Changes to Allocation: Any changes to profit and loss allocations must be documented in a written amendment to this agreement and approved by all partners.

7. Management

Management Structure:

• Option A: The management of the Partnership shall be vested in all Partners.
• Option B: A Management Committee will be formed consisting of [List Names] to oversee the partnership’s management.

Voting Rights:

• Option A: Each Partner shall have one vote.
• Option B: Voting rights shall be proportionate to each Partner's percentage of ownership.

Management Duties: Each partner shall contribute their skills, knowledge, and effort to the partnership, with specific duties allocated as follows: [List Duties]

8. Partner Authority

Limitations: No Partner shall have the authority to:

• Option A: Without the unanimous consent of all Partners, borrow money on behalf of the Partnership exceeding [Dollar Amount].
• Option B: Without the consent of the Managing Partner(s), enter into any contract exceeding [Dollar Amount].

9. Compensation

• Option A: No Partner shall receive a salary for services rendered to the Partnership.
• Option B: Partners shall receive compensation as follows: [Compensation Details].

Reimbursement of expenses: Partners shall be reimbursed for reasonable and documented expenses incurred on behalf of the partnership, subject to prior approval for expenses exceeding [Dollar Amount].

10. Books and Records

Maintenance: The Partnership shall maintain complete and accurate books and records at its principal place of business.

Access: All Partners shall have access to the books and records of the Partnership at all reasonable times.

Fiscal Year: The fiscal year of the Partnership shall be [Fiscal Year Start Date] to [Fiscal Year End Date].

11. Registered Agent

The registered agent of the Partnership in the Commonwealth of Massachusetts shall be [Registered Agent Name] with an address of [Registered Agent Address].

12. Admission of New Partners

New partners can be admitted only with the unanimous written consent of all existing partners, upon such terms and conditions as the existing partners shall determine.

13. Withdrawal/Removal of Partners

Voluntary Withdrawal:

• Option A: A Partner may voluntarily withdraw from the Partnership upon [Number] days written notice to the other Partners.
• Option B: Voluntary withdrawal requires 90 days written notice.

Involuntary Withdrawal: A Partner may be involuntarily removed from the Partnership for [Cause] upon the unanimous vote of the other Partners.

Buyout Provisions: Upon withdrawal or removal, the departing Partner shall be entitled to a buyout of their partnership interest, as determined by [Valuation Method].

14. Dissolution

Events Causing Dissolution: The Partnership shall dissolve upon the occurrence of any of the following events:

• Agreement of the Partners.
• Expiration of the term (if a fixed term partnership).
• Death or permanent incapacity of a Partner.
• Insolvency of the Partnership.

Liquidation Procedures: Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in accordance with the priority of payments established under Massachusetts law.

15. Tax Matters

Tax Responsibilities: Each Partner shall be responsible for reporting their share of the Partnership's income and expenses on their individual tax returns.

Tax Matters Partner: The Tax Matters Partner of the Partnership shall be [Partner Name].

Massachusetts State Tax Compliance: The Partnership shall comply with all Massachusetts state tax requirements, including filing composite returns or withholding for nonresident partners, as necessary.

Tax Elections: All tax elections at the partnership level shall be made by the tax matters partner with the written consent of a majority of the partners.

16. Dispute Resolution

Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

Venue and Jurisdiction: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, Massachusetts.

Dispute Resolution Method:

• Option A: Mediation. Any dispute arising out of or relating to this Agreement shall be submitted to mediation in accordance with the rules of [Mediation Organization].
• Option B: Arbitration. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of [Arbitration Organization].
• Option C: Litigation. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County Name] County, Massachusetts.

17. Confidentiality

Each Partner agrees to maintain the confidentiality of the Partnership's confidential information. Confidential information includes [Define Confidential Information].

18. Intellectual Property

All intellectual property created by the Partners in connection with the Partnership's business shall be owned by the Partnership.

19. Non-Compete

• Option A: Non-compete. 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 Partnership's business within a [Number] mile radius of the Partnership's principal place of business.
• Option B: No Non-Compete Clause

20. Indemnification

The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of or relating to the Partner's activities on behalf of the Partnership, except to the extent such losses, claims, damages, liabilities, and expenses are caused by the Partner's gross negligence or willful misconduct.

21. Insurance

The Partnership shall maintain insurance coverage, including general liability insurance, in an amount not less than [Dollar Amount].

22. Compliance

The Partnership shall comply with all applicable federal, state, and local laws and regulations, including all Massachusetts trade license requirements.

23. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the address of the Partner set forth in this Agreement.

24. Amendments

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

25. Massachusetts LLP Specific Requirements (If Applicable)

The Partnership shall maintain the insurance coverage required for a limited liability partnership under Massachusetts General Laws. The insurance type and amount shall be [Insurance Type and Amount].

The Partnership shall file an annual registration with the Massachusetts Secretary of the Commonwealth.

26. Special Requirements

Publication Formalities (If Required): [Detail Publication Requirements if Applicable]

Compliance with Local Tax Withholding and Reporting for Nonresident Partners: [Detail Tax Requirements for Nonresident Partners]

27. Optional Clauses

Partners' Rights to Engage in Competing Businesses: [Include/Exclude Clause and Detail if Included]

Rights of First Refusal on Partnership Interests: [Include/Exclude Clause and Detail if Included]

Exclusivity: [Include/Exclude Clause]

Non-Solicitation: [Include/Exclude Clause]

Succession Planning: [Include/Exclude Clause]

Environmental Compliance: [Include/Exclude Clause]

28. Entire Agreement

This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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] (If Applicable)