Mississippi partnership agreement template

Mississippi Partnership Agreement

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

[Partner 1 Name], residing at [Partner 1 Address], [Partner 1 Contact Information];

[Partner 2 Name], residing at [Partner 2 Address], [Partner 2 Contact Information]; and

[Partner 3 Name (if applicable)], residing at [Partner 3 Address], [Partner 3 Contact Information].

Hereinafter, each individually referred to as "Partner" and collectively as "Partners".

1. Formation and Name

The Partners hereby form a partnership under the laws of the State of Mississippi.

The name of the partnership shall be [Partnership Name], doing business as (DBA) [DBA Name (if applicable)].

Principal Place of Business:

Option A: The principal place of business of the partnership shall be located at [Partnership Address].

Option B: The principal place of business may be changed from time to time as agreed upon by the Partners.

Type of Partnership:

Option A: General Partnership.

Option B: Limited Partnership (LP). The General Partner(s) are: [List General Partners]. The Limited Partner(s) are: [List Limited Partners].

Option C: Limited Liability Partnership (LLP). The partnership elects to be governed as a Limited Liability Partnership under Mississippi law. All partners are jointly and severally liable for the debts and obligations of the partnership, except as otherwise provided by law for LLPs.

2. Purpose and Business Activities

The purpose of the partnership is to engage in the following business activities: [Description of Business Activities].

Scope of Business:

Option A: The partnership's business shall be limited to the activities described above.

Option B: The partnership may engage in any other lawful business activity as agreed upon by the Partners.

Specific Project or Ongoing Operation:

Option A: The partnership is formed for a specific project: [Project Description].

Option B: The partnership is formed for ongoing business operations.

3. Effective Date and Duration

The effective date of this Agreement shall be [Effective Date].

Duration:

Option A: The partnership shall continue for a fixed term of [Number] years, expiring on [Expiration Date].

Renewal Clause: Upon expiration, the partnership shall automatically renew for successive [Number] year terms, unless terminated by unanimous consent of the partners.

Option B: The partnership shall continue for an indefinite term.

Option C: The partnership shall continue until the completion of the project described in Section 2.

Expiration Conditions:

Option A: The partnership shall dissolve upon the occurrence of [Specific Event].

Option B: The partnership may be dissolved by the affirmative vote of [Percentage] of the partners.

4. Capital Contributions

Initial Capital Contributions: Each Partner shall contribute the following capital to the partnership:

[Partner 1 Name]: [Amount] (Cash/Property/Services). If property, describe: [Description of Property], valued at [Value].

[Partner 2 Name]: [Amount] (Cash/Property/Services). If property, describe: [Description of Property], valued at [Value].

[Partner 3 Name (if applicable)]: [Amount] (Cash/Property/Services). If property, describe: [Description of Property], valued at [Value].

Valuation Method: For non-cash contributions, the valuation shall be determined by [Method of Valuation, e.g., appraisal, agreement of partners].

Additional Contributions:

Option A: No additional capital contributions shall be required.

Option B: Additional capital contributions may be required by a vote of [Percentage] of the Partners. The amount and timing of such contributions shall be determined by the Partners.

Option C: The partners agree to contribute additional capital, as needed, up to a maximum of [amount]. The need for additional contributions will be determined by [how the need will be determined].

5. Ownership Interests, Profit and Loss Sharing

Ownership Interests: The ownership interests of the Partners shall be as follows:

[Partner 1 Name]: [Percentage]%.

[Partner 2 Name]: [Percentage]%.

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

Profit and Loss Sharing: Profits and losses shall be shared in proportion to the ownership interests set forth above.

Allocation Method:

Option A: Equal distribution

Option B: Pro rata, based on initial capital contributions.

Option C: The partners agree that profits and losses shall be allocated according to the following formula: [Formula for Profit and Loss Allocation].

Distributions:

Option A: Distributions shall be made in cash or in kind at the discretion of the Partners.

Option B: Distributions shall be made in cash only.

Drawings: Partners may draw against their share of profits, subject to the following limitations: [Limitations on Drawings].

6. Partner Authority and Decision-Making

Management Structure:

Option A: All Partners shall participate in the management of the partnership.

Option B: [Partner Name] is designated as the Managing Partner, with authority to [Scope of Authority].

Option C: An external manager, [Manager Name], shall manage the partnership, subject to the oversight of the Partners.

Voting:

Option A: All decisions shall require unanimous consent of the Partners.

Option B: Decisions shall be made by a majority vote of the Partners.

Option C: Certain decisions, as specified below, shall require a supermajority vote of [Percentage] of the Partners.

Matters Reserved for Partner Vote:

Admission of new partners.

Removal of partners.

Sale of the business.

Incurrence of debt exceeding [Dollar Amount].

Tie-Breaker Mechanism: In the event of a tie vote, the Managing Partner (if any) shall have the deciding vote. If there is no Managing Partner, the issue shall be resolved by [Tie-Breaker Mechanism, e.g., arbitration].

7. Duties and Obligations of Partners

Fiduciary Duty: Each Partner owes a fiduciary duty to the partnership and the other Partners.

Duty of Loyalty: Each Partner shall act in the best interests of the partnership and shall not engage in any activities that compete with the partnership.

Non-Compete:

Option A: During the term of this Agreement and for [Number] years thereafter, each Partner shall not engage in any business that is competitive with the partnership within a [Number] mile radius of the principal place of business.

Option B: No Non-Compete restrictions shall apply.

Confidentiality: Each Partner shall maintain the confidentiality of the partnership's confidential information.

8. Transfer of Partnership Interests

Restrictions on Transfer: No Partner may transfer their partnership interest without the consent of [Percentage] of the other Partners.

Right of First Refusal: If a Partner desires to transfer their interest, the other Partners shall have a right of first refusal to purchase the interest at the same price and terms offered to a third party.

Admission of New Partners: New partners may be admitted only with the unanimous consent of the existing Partners.

9. Withdrawal, Retirement, and Expulsion

Withdrawal or Retirement:

Option A: A Partner may withdraw from the partnership upon [Number] days' written notice to the other Partners.

Option B: A partner may only withdraw with the unanimous consent of all other partners.

Buyout Terms: Upon withdrawal or retirement, the withdrawing Partner shall be entitled to a buyout of their partnership interest, calculated as follows: [Buyout Calculation Method, e.g., book value, fair market value].

Expulsion: A Partner may be expelled from the partnership for [Grounds for Expulsion, e.g., breach of fiduciary duty, criminal conviction] by a vote of [Percentage] of the other Partners.

10. Death, Incapacity, Bankruptcy, and Dissolution Events

Upon the death, incapacity, or bankruptcy of a Partner, the partnership shall [Dissolution Option, e.g., dissolve, continue with buyout].

Buyout Pricing Method: If the partnership continues, the deceased, incapacitated, or bankrupt Partner's interest shall be purchased at [Pricing Method, e.g., book value, fair market value determined by appraisal].

Payment Terms: The buyout price shall be paid as follows: [Payment Terms, e.g., lump sum, installments].

11. Tax Treatment

The partnership shall be treated as a partnership for federal and Mississippi income tax purposes.

Tax Matters Partner: [Partner Name] is designated as the Tax Matters Partner.

Accounting Method: The partnership shall use the [Accounting Method, e.g., accrual, cash] method of accounting.

12. Banking Arrangements

The partnership shall maintain a bank account at [Bank Name].

Authority to Sign: [Partner Names] shall have authority to sign checks on behalf of the partnership.

13. Indemnification and Insurance

Each Partner shall be indemnified by the partnership against any losses or liabilities incurred in connection with the partnership's business, except to the extent such losses or liabilities are caused by the Partner's gross negligence or willful misconduct.

The partnership shall maintain insurance coverage in the following amounts: [Insurance Coverage Amounts].

14. Dissolution and Winding Up

The partnership may be dissolved by mutual consent of the Partners or upon the occurrence of any of the events specified in this Agreement.

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.

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved by [Dispute Resolution Method, e.g., mediation, arbitration].

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi.

Venue: Any legal action arising out of or relating to this Agreement shall be brought in the courts of [County Name] County, Mississippi.

16. Amendment, Notice, Waiver, and Severability

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

All notices required or permitted under this Agreement shall be in writing and shall be deemed to be effective upon personal delivery or mailing by certified mail, return receipt requested, to the addresses set forth in this Agreement.

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.

17. Compliance with Mississippi Law

This Agreement is intended to comply with the Mississippi Uniform Partnership Act or the Revised Uniform Partnership Act, as applicable.

The partners agree to comply with all applicable registration requirements, state reporting, and publication obligations under Mississippi law.

18. Equal Opportunity and Anti-Discrimination

The partnership is committed to providing equal opportunities and prohibits discrimination in all aspects of its business operations, in compliance with federal and state law.

19. Miscellaneous Provisions

Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event.

Assignment: This Agreement may not be assigned by any Partner without the prior written consent of the other Partners.

Entire Agreement: This Agreement constitutes the entire agreement between the parties 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 Agreement as of the date first written above.

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[Partner 1 Name]

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[Partner 2 Name]

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[Partner 3 Name (if applicable)]