Montana partnership agreement template

Montana Partnership Agreement

1. Basic Information

• Agreement Name: [Name of Partnership Agreement]
• Effective Date: [Date]
• Partner 1:
  • Legal Name: [Partner 1 Legal Name]
  • Address: [Partner 1 Address]
  • Contact Information: [Partner 1 Phone and Email]
• Partner 2:
  • Legal Name: [Partner 2 Legal Name]
  • Address: [Partner 2 Address]
  • Contact Information: [Partner 2 Phone and Email]
• …(Add additional partners as needed)
• Partnership Name (DBA - if applicable): [Partnership Business Name]

2. Purpose and Nature of Partnership

• Principal Business Activity: [Description of Business Activity]
• Business Address: [Partnership Business Address in Montana]
• Registered Agent (if applicable): [Registered Agent Name, Address in Montana]
• Duration:
  • Option A: Fixed-Term: This partnership shall continue for a term of [Number] years, commencing on [Start Date] and ending on [End Date].
  • Option B: At-Will: This partnership shall continue until terminated by agreement of the partners, or as otherwise provided in this Agreement.

3. Partner Contributions

• Partner 1 Contribution:
  • Type: [Cash, Services, Equipment, Intellectual Property, etc.]
  • Description: [Detailed Description of Contribution]
  • Value: [Dollar Value or Valuation Method]
• Partner 2 Contribution:
  • Type: [Cash, Services, Equipment, Intellectual Property, etc.]
  • Description: [Detailed Description of Contribution]
  • Value: [Dollar Value or Valuation Method]
• …(Add additional partners contributions as needed)
• Additional Contributions:
  • Option A: Additional contributions shall not be required.
  • Option B: Additional contributions may be required upon a [Percentage]% vote of the partners. The amount and timing of such contributions shall be determined by the partners.

4. Ownership Structure

• Ownership Percentages:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
  • …(Add additional partners percentages as needed)
• Allocation Method:
  • Option A: Equal: Ownership is divided equally among all partners.
  • Option B: Proportional: Ownership is proportional to each partner's capital contribution.
  • Option C: Other: [Describe Other Agreed-Upon Method]
• Adjustments: Adjustments to ownership percentages will be made [Upon Future Investments, Changes in Partnership Structure, etc.] according to [Specific Rules for Adjustments].

5. Management and Decision-Making

• Partner Roles:
  • [Managing Partner, Silent Partner, etc. - Describe Each Partner's Role]
• Management Authority:
  • Routine Business Decisions: [Individual Partner Authority, Majority Vote, etc.]
  • Major Decisions: [Unanimous Vote Required, Percentage Vote Required, Specify Decisions Requiring Higher Threshold, e.g., Buying Property, Taking Loans, Admitting New Partners, Dissolution]
• Voting Structure:
  • Option A: Unanimous Vote: All decisions require unanimous consent of the partners.
  • Option B: Majority Vote: Decisions are made by a majority vote of the partners (based on ownership percentage).
  • Option C: Weighted Vote: Each partner's vote is weighted according to their ownership percentage.

6. Operational Procedures

• Meetings:
  • Calling Meetings: Meetings may be called by [Any Partner, Managing Partner, etc.] with [Number] days' notice.
  • Quorum: A quorum for meetings shall consist of [Percentage or Number] of the partners.
• Recordkeeping: The partnership shall maintain accurate and complete records of all business transactions.
• Officers/Committees:
  • Option A: The partnership shall not have any officers or committees.
  • Option B: The partnership shall appoint [Specify Officers/Committees and Their Responsibilities].
• Fiscal Year: The fiscal year of the partnership shall end on [Date].

7. Partner Duties and Responsibilities

• Work Hours: Each partner shall devote [Number] hours per week to the partnership business.
• Non-Compete:
  • Option A: During the term of this partnership, no partner shall engage in any business that competes with the partnership business within [Geographic Area].
  • Option B: No non-compete restrictions.
• Conflicts of Interest: Partners shall disclose any potential conflicts of interest to the other partners.
• Breach of Duty: Any breach of duty by a partner shall be addressed according to [Specific Procedures for Resolving Breaches].

8. Partner Compensation and Profit/Loss Allocations

• Profit/Loss Distribution:
  • Option A: Profits and losses shall be distributed in proportion to ownership percentages.
  • Option B: Profits and losses shall be distributed according to [Other Agreed-Upon Method].
• Distribution Schedule: Distributions shall occur [Monthly, Quarterly, Annually, etc.].
• Draws: Partners may take draws against their share of profits, subject to [Specific Draw Procedures and Limitations].
• Reinvestment/Reserves: The partnership may reinvest profits or establish reserves for future needs, as determined by [Majority Vote, Unanimous Vote, etc.].

9. Partner Loans, Advances, and Accounts

• Loans to Partnership: Any loans made by a partner to the partnership shall bear interest at a rate of [Percentage]% per annum.
• Repayment Terms: Repayment terms for partner loans shall be [Specific Repayment Terms].
• Advances: Advances to partners shall be treated as [Loans, Draws, etc.].
• Approval: Loans and advances require [Majority Vote, Unanimous Vote, etc.] for approval.

10. Accounting, Auditing, and Financial Reporting

• Accounting Method: The partnership shall use the [Accrual, Cash] method of accounting.
• Reporting: Periodic financial reports shall be provided to the partners [Monthly, Quarterly, Annually, etc.].
• Inspection: Partners shall have the right to inspect the partnership books and records.
• Audits: Audits shall be conducted [Annually, As Needed, etc.] by [Independent Accountant, Internal Accountant, etc.].

11. Tax Treatment and Filing Obligations

• Partnership Representative: [Name of Partner] is designated as the Partnership Representative for purposes of IRS audits.
• Tax Year: The partnership's tax year shall end on [Date].
• K-1 Distribution: K-1 forms shall be distributed to partners by [Date].
• Partnership-Level Taxes: The partnership shall comply with all applicable federal and Montana state tax laws.

12. Admission, Withdrawal, and Transfer of Partnership Interest

• Admission of New Partners: New partners may be admitted upon [Unanimous Consent, Percentage Vote, etc.] and subject to [Capital Requirements, Other Conditions].
• Voluntary Withdrawal: A partner may voluntarily withdraw from the partnership by providing [Number] days' written notice.
• Involuntary Withdrawal: A partner may be involuntarily withdrawn from the partnership upon [Death, Bankruptcy, Incapacity, Expulsion for Cause, etc.].
• Transfer/Assignment:
  • Option A: Transfer or assignment of a partnership interest is prohibited without the consent of all other partners.
  • Option B: Transfer or assignment is permitted, subject to a right of first refusal by the other partners. The terms of the right of first refusal are [Specific Terms].
• Exit and Settlement: Upon withdrawal or dissociation, the withdrawing partner shall be entitled to [Valuation Method for Payout] payable within [Timetable for Payment].

13. Dissolution and Winding Up

• Dissolving Events: The partnership shall dissolve upon [Unanimous Decision, Bankruptcy, End of Term, Governmental Action, etc.].
• Winding-Up Procedures: Upon dissolution, the partners shall liquidate the partnership assets, pay creditors, and distribute the remaining assets according to [Specific Distribution Order].
• Continuity Plans:
  • Option A: The partnership shall not continue after dissolution.
  • Option B: The remaining partners may elect to continue the partnership business upon [Specific Conditions].

14. Optional Clauses

• Non-Compete: (See Clause 7 for options. Ensure compliance with Montana law.) Duration: [Number] years. Scope: [Geographic Area, Industry].
• Non-Solicitation: During and after the term of this agreement, partners shall not solicit employees or customers of the partnership for [Number] years.
• Confidentiality: Partners shall maintain the confidentiality of partnership information.
• Indemnification: Partners shall indemnify each other against certain liabilities, subject to limitations under Montana law. [Specify Indemnification Details and Limitations].
• Insurance: The partnership shall maintain [Business Liability, Key Person, Health, etc.] insurance with coverage limits of [Dollar Amount]. Premiums shall be paid by [Partnership, Specific Partner(s)].

15. Dispute Resolution

• Method:
  • Option A: Negotiation: The partners shall first attempt to resolve any disputes through good-faith negotiation.
  • Option B: Mediation: If negotiation fails, the partners shall submit the dispute to mediation.
  • Option C: Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option D: Litigation: Disputes will be resolved in a court of law.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Montana.
• Jurisdiction: Venue for any legal action shall be in [County Name], Montana.

16. Notices, Amendment, and Termination

• Notices: All notices shall be in writing and delivered by [Email, Certified Mail, etc.] to the addresses listed in Section 1.
• Amendment: This Agreement may be amended only by a written instrument signed by [All Partners, Percentage of Partners].
• Termination: The process for termination is described in Section 13.

17. Compliance with Laws

• The partnership shall comply with all applicable federal, state, and local laws and regulations, including the Montana Uniform Partnership Act (Title 35, Chapter 10, Montana Code Annotated).

18. Employment Practices (If Applicable)

• The partnership shall comply with all applicable federal and Montana labor laws, including anti-discrimination laws and workplace safety regulations.

19. Optional Clauses

• Electronic Communication: Partners agree to conduct business and communicate electronically.
• E-Signature: Electronic signatures shall be accepted as valid signatures.
• Environmental Regulations: The partnership shall comply with all applicable environmental regulations related to its business.
• Force Majeure: Neither party shall be liable for delays or failures due to force majeure events.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Integration: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
• Choice of Language: The language of this Agreement shall be English.
• Headings: Headings are for convenience only and shall not affect the interpretation of this Agreement.

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

[Partner 1 Signature]

[Partner 1 Printed Name]

[Partner 2 Signature]

[Partner 2 Printed Name]

…(Add signature blocks for additional partners as needed)