Michigan partnership agreement template

Michigan Partnership Agreement

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

• [Partner 1 Full Legal Name], residing at [Partner 1 Address] and with contact information [Partner 1 Phone Number], [Partner 1 Email Address]
• [Partner 2 Full Legal Name], residing at [Partner 2 Address] and with contact information [Partner 2 Phone Number], [Partner 2 Email Address]
• [Partner 3 Full Legal Name (if applicable)], residing at [Partner 3 Address] and with contact information [Partner 3 Phone Number], [Partner 3 Email Address]

collectively referred to as the "Partners."

The Partners desire to form a partnership under the laws of the State of Michigan for the purposes set forth below.

1. Partnership Name and Place of Business

• The name of the partnership shall be [Partnership Name].
• The principal office of the Partnership shall be located at [Partnership Address].
• The Partnership's business activities will be conducted at the principal office and such other locations as the Partners may agree upon.

2. Purpose and Scope of Business

• The purpose of the Partnership is to engage in the business of [Description of Business].
• Option A: The scope of the Partnership's business shall be limited to [Specific Limitations of Business Scope].
• Option B: The scope of the Partnership's business shall be broadly construed to include all activities related or incidental to the primary business purpose.

3. Commencement Date and Term

• The Partnership shall commence on [Commencement Date].
• Option A: The Partnership shall continue for a fixed term of [Number] years, expiring on [Expiration Date], unless earlier terminated as provided herein.
• Option B: The Partnership shall continue at-will, subject to termination as provided herein.

4. Type of Partnership and Compliance with Michigan Law

• The Partners elect to operate as a [General Partnership or Limited Partnership].
• The Partners intend that this Partnership shall be governed by the Michigan Uniform Partnership Act, as amended.
• The Partners shall execute and file any necessary registration statements or certificates with the Michigan Department of Licensing and Regulatory Affairs to comply with Michigan law. [Specify filing requirements if known].

5. Capital Contributions

• Each Partner shall contribute to the initial capital of the Partnership as follows:
  • [Partner 1 Full Legal Name]: [Amount] in [Form of Contribution: Cash, Property, Services] by [Date].
  • [Partner 2 Full Legal Name]: [Amount] in [Form of Contribution: Cash, Property, Services] by [Date].
  • [Partner 3 Full Legal Name (if applicable)]: [Amount] in [Form of Contribution: Cash, Property, Services] by [Date].
• Option A: Future capital contributions may be required as determined by a [Majority/Unanimous] vote of the Partners.
• Option B: The Partnership may seek capital infusions from third-party investors, subject to the approval of all Partners.

6. Voting Rights and Management Authority

• Voting rights and management authority shall be allocated as follows:
  • Option A: In proportion to each Partner's capital contribution.
  • Option B: On a per capita basis, with each Partner having one vote.
  • Option C: As otherwise mutually agreed: [Specify alternative voting rights/authority].
• Option A: [Partner Name] is appointed as the Managing Partner with the authority to [Specify Management Duties].
• Option B: Major decisions, including but not limited to [List of Major Decisions], require unanimous consent of the Partners.
• Option C: Major decisions, including but not limited to [List of Major Decisions], require a majority consent of the Partners.

7. Partner Roles and Responsibilities

• Each Partner shall be responsible for the following duties:
  • [Partner 1 Full Legal Name]: [List of Responsibilities]
  • [Partner 2 Full Legal Name]: [List of Responsibilities]
  • [Partner 3 Full Legal Name (if applicable)]: [List of Responsibilities]
• Option A: The Partners may modify their respective responsibilities by mutual written agreement.
• Option B: If a Partner fails to fulfill their assigned responsibilities, the other Partners may [Specify Consequences].

8. Profit and Loss Sharing

• Profits and losses shall be shared among the Partners as follows:
  • Option A: In proportion to each Partner's capital contribution.
  • Option B: Equally among the Partners.
  • Option C: As otherwise specified: [Specify alternative profit/loss sharing ratio].
• Distributions of profits shall be made [Frequency: Monthly, Quarterly, Annually].

9. Accounting

• The Partnership shall maintain its books and records in accordance with [Accounting Standard: GAAP or other].
• The fiscal year of the Partnership shall end on [Date].
• All Partners shall have access to the Partnership's books and records during reasonable business hours.
• Option A: The Partnership shall prepare annual financial statements.
• Option B: The Partnership shall undergo an annual audit by an independent certified public accountant.

10. Partner Compensation and Reimbursement

• Option A: Partners shall receive no compensation beyond their share of profits.
• Option B: [Partner Name] shall receive a guaranteed payment of [Amount] per [Time Period].
• Option C: Partners shall be reimbursed for reasonable expenses incurred on behalf of the Partnership, subject to the following policy: [Expense Reimbursement Policy].

11. Admission of New Partners

• A new Partner may be admitted to the Partnership with the [Unanimous/Majority] consent of the existing Partners.
• Option A: A new Partner shall be required to contribute [Amount] to the capital of the Partnership.
• Option B: The terms of admission for a new Partner shall be negotiated on a case-by-case basis.

12. Withdrawal, Expulsion, or Death of a Partner

• A Partner may voluntarily withdraw from the Partnership by providing [Number] days' written notice to the other Partners.
• A Partner may be expelled from the Partnership for [Cause] by a [Unanimous/Majority] vote of the other Partners.
• Upon the withdrawal, expulsion, or death of a Partner, the Partnership shall [Dissolve or Continue].
  • If the Partnership continues, the remaining Partners shall purchase the departing Partner's interest in the Partnership at a price determined as follows: [Valuation Method: Appraisal, Formula, etc.]. [Include specifics relevant to Michigan law, such as potential discounts or rights].

13. Transfer or Assignment of Partnership Interests

• Option A: No Partner may transfer or assign their interest in the Partnership without the unanimous consent of the other Partners.
• Option B: A Partner may transfer or assign their interest in the Partnership, subject to a right of first refusal in favor of the other Partners. The terms of the right of first refusal shall be as follows: [Terms of Right of First Refusal].
• Any attempted transfer or assignment in violation of this provision shall be void.

14. Dissolution and Winding Up

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • [Specify Dissolution Events]
  • Mutual agreement of the Partners.
  • As required by applicable Michigan law.
• Upon dissolution, the Partners shall wind up the affairs of the Partnership in accordance with Michigan law. The assets of the Partnership shall be distributed as follows: [Distribution Plan].

15. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved as follows:
  • Option A: Through binding arbitration in [City, Michigan], in accordance with the rules of the American Arbitration Association.
  • Option B: Through mediation in [City, Michigan], with a mediator mutually agreed upon by the Partners.
  • Option C: In the courts of the State of Michigan, located in [County] County.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.

16. Tax Treatment

• The Partnership shall be treated as a [Partnership/Corporation] for federal and Michigan income tax purposes.
• All tax liabilities and reporting responsibilities shall be allocated among the Partners in accordance with their profit and loss sharing ratios.

17. Indemnification and Limitation of Liability

The Partnership shall indemnify each Partner against any loss, damage, or liability incurred in connection with the Partnership's business, except for losses, damages, or liabilities arising from the Partner's gross negligence or willful misconduct.

To the extent permitted by Michigan law, the liability of the Partners shall be limited to their capital contributions.

18. Special Regulatory Requirements in Michigan

• The Partners shall comply with all applicable provisions of the Michigan Uniform Partnership Act, as amended.
• The Partners shall obtain and maintain any necessary licenses and permits required to operate the Partnership's business in Michigan. [Specify any Known Local/Municipal Requirements].
• The Partners acknowledge that the Partnership may be subject to other Michigan laws and regulations, depending on the nature of its business.

19. Insurance

• Option A: The Partnership shall maintain [Type of Insurance: Professional Liability, Key Person, etc.] insurance in the amount of [Amount].
• Option B: The Partnership shall not be required to maintain any insurance coverage.

20. Partner Meetings and Reporting

• The Partners shall meet [Frequency: Monthly, Quarterly, Annually] to discuss the Partnership's business.
• Notice of meetings shall be given at least [Number] days in advance.
• A quorum for meetings shall consist of [Number] Partners.
• The Managing Partner (if any) shall provide regular reports to the other Partners on the Partnership's financial performance and operations.

21. Restrictive Covenants

• Option A: Non-Compete: Each Partner agrees not to compete with the Partnership's business during the term of this Agreement and for a period of [Number] years thereafter within [Geographic Area]. [Note: Enforceability of non-competes may be limited under Michigan law; seek legal advice].
• Option B: Non-Solicitation: Each Partner agrees not to solicit the Partnership's customers or employees during the term of this Agreement and for a period of [Number] years thereafter.
• Option C: Confidentiality: Each Partner agrees to maintain the confidentiality of the Partnership's confidential information.

22. Intellectual Property

• Option A: All intellectual property created by the Partnership or its Partners in connection with the Partnership's business shall be owned by the Partnership.
• Option B: Each Partner shall retain ownership of any intellectual property they created prior to the formation of the Partnership.

23. Unique Michigan Municipal or Local Requirements

The Partnership shall comply with all applicable municipal and local licensing, registration, and zoning requirements in [City/Township, Michigan]. [Specify any known requirements].

24. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or natural disasters.

25. Amendment

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

26. 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.

27. Severability

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

28. Waiver

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.

29. Notices

All notices under this Agreement 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.

30. Execution in Counterparts

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. [Specify if electronic signatures are permitted under Michigan law].

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

[Partner 1 Full Legal Name]

____________________________

Signature

Date: [Date]

[Partner 2 Full Legal Name]

____________________________

Signature

Date: [Date]

[Partner 3 Full Legal Name (if applicable)]

____________________________

Signature

Date: [Date]