Missouri partnership agreement template

Missouri Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], with contact information at [Partner 1 Contact Information]
• [Partner 2 Name], residing at [Partner 2 Address], with contact information at [Partner 2 Contact Information]
• [Partner 3 Name (if applicable)], residing at [Partner 3 Address], with contact information at [Partner 3 Contact Information]

Each of the above-named individuals shall be referred to individually as “Partner” and collectively as “Partners.”

Partnership Name and Type

• The name of the partnership shall be [Partnership Name].
• Option A: General Partnership, governed by the Missouri Uniform Partnership Law (RSMo Chapter 358).
• Option B: Limited Partnership, governed by the Missouri Revised Limited Partnership Act (RSMo Chapter 359). The general partner(s) are [List of General Partners] and the limited partner(s) are [List of Limited Partners].
• Option C: Limited Liability Partnership, registered in the State of Missouri.
• The principal place of business of the Partnership shall be located at [Principal Place of Business Address] in the State of Missouri.
• The purpose of the Partnership is to engage in the following business activity: [Description of Business Activity].

Duration

• Option A: The Partnership shall commence on the Effective Date and shall continue perpetually.
• Option B: The Partnership shall commence on the Effective Date and shall continue for a fixed term of [Number] years, expiring on [Date].
• Option C: The Partnership shall commence on the Effective Date and continue until the occurrence of the following event: [Triggering Event].

Capital Contributions

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

• [Partner 1 Name]: [Description of Contribution], valued at [Dollar Amount].
• [Partner 2 Name]: [Description of Contribution], valued at [Dollar Amount].
• [Partner 3 Name (if applicable)]: [Description of Contribution], valued at [Dollar Amount].

Option A: Future Capital Contributions: No Partner shall be required to make any additional capital contributions to the Partnership.

Option B: Future Capital Contributions: Additional capital contributions may be required from time to time as determined by a [Majority/Unanimous] vote of the Partners. The amount and timing of such contributions shall be determined at the time of the vote.

Option C: Loans to Partnership: If the Partnership requires additional capital, the Partners may elect to loan funds to the Partnership. Such loans shall bear interest at a rate of [Interest Rate] per annum and shall be repaid prior to any distributions to the Partners.

Profits, Losses, and Distributions

The net profits and losses of the Partnership shall be allocated to the Partners in the following percentages:

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

Option A: Distributions shall be made to the Partners [Monthly/Quarterly/Annually], within [Number] days after the end of each period.

Option B: Guaranteed Payments: The following Partners shall receive guaranteed payments as compensation for services rendered to the Partnership:

• [Partner Name]: [Dollar Amount] per [Month/Year]. These payments shall be treated as expenses of the partnership.

Draws: Each partner may draw [Dollar Amount] per [Month/Quarter/Year] subject to the availability of funds.

Management

Option A: Management by All Partners: All Partners shall participate in the management and control of the Partnership. Each Partner shall have equal voting rights.

Option B: Management Committee: Management of the Partnership shall be delegated to a Management Committee consisting of the following Partners: [List of Partners on Committee]. The Management Committee shall have the authority to make decisions on behalf of the Partnership.

Voting Rights: Decisions of the Partnership shall be made by a [Majority/Unanimous] vote of the Partners (or Management Committee members, if applicable).

Authority to Bind: Each Partner [Shall/Shall Not] have the authority to bind the Partnership to contracts and obligations. If authority is limited, specify the limitations: [Description of Limitations].

Quorum: A quorum for any meeting of the Partners shall be [Percentage]% of the Partners.

Partner Meetings

Regular meetings of the Partners shall be held [Frequency, e.g., Monthly, Quarterly].

Special meetings may be called by any Partner upon [Number] days' written notice to the other Partners.

Notice of meetings shall be given in writing and may be delivered by [Email/Certified Mail/Personal Delivery].

Option A: Actions without a Meeting: Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if all Partners consent to the action in writing.

Admission of New Partners

No new Partner shall be admitted to the Partnership without the [Majority/Unanimous] written consent of the existing Partners.

Any new Partner shall be required to make a capital contribution to the Partnership in an amount to be determined by the existing Partners.

Any new partner admitted to the partnership shall sign a copy of this agreement, and by doing so, shall be bound by its terms.

Transfer of Partnership Interests

No Partner may sell, assign, transfer, or otherwise dispose of all or any part of their interest in the Partnership without the [Majority/Unanimous] written consent of the other Partners.

Option A: 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 a price and on terms to be agreed upon.

Option B: Buy-Sell Agreement: The transfer of partnership interests shall be governed by the terms of the Buy-Sell Agreement attached hereto as Exhibit A.

Any transfer in violation of this section shall be void.

Withdrawal, Retirement, Incapacity, or Expulsion of Partners

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

In the event of a Partner's retirement, incapacity, or expulsion, the remaining Partners shall have the option to purchase the withdrawing Partner's interest in the Partnership.

The purchase price for the withdrawing Partner's interest shall be determined as follows: [Description of Valuation Method, e.g., Book Value, Appraised Value, Fixed Price].

Payment shall be made in [Number] installments over a period of [Number] months.

A partner can be expelled from the partnership for [Specific Causes for Expulsion].

Missouri law governs the withdrawal rights of partners, including the right to receive payment for their interest.

Dissolution and Winding Up

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

• Agreement of all Partners.
• Bankruptcy of a Partner.
• Death or permanent incapacity of a Partner.
• The happening of any event that makes it unlawful for the business of the Partnership to be carried on or for the Partners to carry it on in partnership.
• Judicial decree of dissolution pursuant to Missouri law.

Upon dissolution, the assets of the Partnership shall be distributed in the following order of priority:

• To creditors of the Partnership (including Partner loans).
• To Partners for repayment of capital contributions.
• To Partners in proportion to their respective profit-sharing percentages.

Option A: Continuation of Partnership: Upon the death or withdrawal of a Partner, the remaining Partners shall have the option to continue the Partnership business.

Tax Treatment

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

All profits, losses, credits, and deductions of the Partnership shall be allocated to the Partners in accordance with their respective profit-sharing percentages.

[Partner Name] is designated as the Partnership Representative for purposes of IRS regulations.

The partnership will comply with all relevant Missouri state tax laws and filing requirements.

Duties, Obligations, and Liabilities of Partners

Each Partner shall owe a fiduciary duty of care and loyalty to the Partnership and the other Partners, consistent with Missouri law.

Each Partner shall indemnify and hold harmless the Partnership and the other Partners from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Partner's breach of this Agreement or negligence in the performance of their duties.

Option A: Limitation of Liability: No Partner shall be liable to the other Partners for any act or omission in the conduct of the Partnership business unless such act or omission constitutes gross negligence or willful misconduct.

Confidentiality and Non-Competition

Each Partner shall maintain the confidentiality of all confidential information relating to the Partnership's business.

Option A: Non-Competition: During the term of this Agreement and for a period of [Number] years after the termination of a Partner's interest in the Partnership, such Partner shall not engage in any business that is competitive with the business of the Partnership within a [Geographic Area].

• Enforceability of non-compete clauses in Missouri is limited, and this provision should be reviewed by counsel for compliance with Missouri law.

Conflict of Interest

Each Partner shall disclose any potential conflicts of interest to the other Partners.

No Partner shall engage in any transaction with the Partnership in which they have a conflict of interest without the [Majority/Unanimous] consent of the other Partners.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: Mediation: The parties shall first attempt to resolve the dispute through mediation, administered by [Mediator/Organization] in [City, State].
• Option B: Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, in [City, State].
• Option C: Litigation: Any dispute shall be resolved in the state or federal courts located in [County, State].

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

Recordkeeping and Bank Accounts

The Partnership shall maintain complete and accurate books and records of all Partnership transactions.

All Partnership funds shall be deposited in a bank account or accounts in the name of the Partnership.

[Partner Name] shall have the authority to sign checks and other documents on behalf of the Partnership.

Option A: Annual Audit: The Partnership's books and records shall be audited annually by an independent certified public accountant.

Integration, Amendment, and Severability

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.

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

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

Missouri-Specific Statements

The parties acknowledge that this Partnership is subject to the provisions of the Missouri Uniform Partnership Law (RSMo Chapter 358) or the Missouri Revised Limited Partnership Act (RSMo Chapter 359), as applicable.

[Specific required Missouri statements, such as registration information, if applicable]

Miscellaneous

Notices: All notices 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 addresses set forth above.

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.

Assignment: This Agreement shall not be assignable by any Partner without the written consent of the other Partners.

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

____________________________
[Partner 3 Name (if applicable)]

Option: Add Notarization Below

State of Missouri, County of [County Name].

On this [Day] day of [Month], [Year], before me, [Notary Public Name], a Notary Public in and for said County and State, personally appeared [Partner 1 Name], [Partner 2 Name], and [Partner 3 Name (if applicable)], known to me to be the persons who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed.

____________________________
[Notary Public Signature]

My commission expires: [Date]