New Hampshire partnership agreement template

New Hampshire Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as “Partner 1”;
• [Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as “Partner 2”;
• [Partner 3 Name], residing at [Partner 3 Address], hereinafter referred to as “Partner 3”.

Each Partner is an individual/legal entity (select one).

1. Formation of Partnership

• Option A: The parties hereby form a general partnership under the laws of the State of New Hampshire, subject to NH RSA Chapter 304-A (Uniform Partnership Act).
• Option B: The parties hereby form a limited partnership under the laws of the State of New Hampshire, subject to NH RSA Chapter 304-A (Uniform Partnership Act), and shall file all necessary documents with the New Hampshire Secretary of State.
• Option C: The parties hereby form a limited liability partnership (LLP) under the laws of the State of New Hampshire, subject to NH RSA Chapter 304-A (Uniform Partnership Act), and shall register as an LLP with the New Hampshire Secretary of State.
• Option D: The parties hereby form a limited liability limited partnership (LLLP) under the laws of the State of New Hampshire, subject to NH RSA Chapter 304-A (Uniform Partnership Act).

2. Name and Principal Place of Business

• The name of the partnership shall be [Partnership Name].
• Option A: The principal place of business of the Partnership shall be located at [Address], [City], New Hampshire.
• Option B: The registered agent of the partnership shall be [Registered Agent Name], located at [Registered Agent Address], [City], New Hampshire.

3. Purpose of Partnership

• Option A: The purpose of the Partnership is to engage in the business of [Description of Business].
• Option B: The purpose of the Partnership is to engage in the following businesses:
  • [Business Purpose 1]
  • [Business Purpose 2]
• Option C: The Partnership may engage in any lawful business or activity permitted under the laws of the State of New Hampshire.

4. Term of Partnership

• Option A: The Partnership shall commence on [Start Date] and shall continue indefinitely unless sooner terminated as provided in this Agreement.
• Option B: The Partnership shall commence on [Start Date] and shall continue for a term of [Number] years, unless sooner terminated as provided in this Agreement.
• Option C: Upon the end of the initial term, the Partnership can be extended upon unanimous written consent of all partners.

5. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the following:
  • Partner 1: [Capital Contribution of Partner 1]
  • Partner 2: [Capital Contribution of Partner 2]
  • Partner 3: [Capital Contribution of Partner 3]
• Option A: All capital contributions shall be made in cash.
• Option B: Capital contributions may be made in cash, property, or services, as agreed upon by the Partners. If property is contributed, its value shall be determined by [Valuation Method].
• Option A: Additional capital contributions may be required upon the unanimous consent of the partners.
• Option B: Additional capital contributions may be required if approved by a [Percentage]% majority of the partners.

6. Capital Accounts

• A capital account shall be maintained for each Partner.
• Option A: Each Partner's capital account shall be credited with their contributions to the Partnership's capital.
• Option B: Each Partner's capital account shall be debited with their distributions from the Partnership's capital.
• Option C: No partner shall have the right to withdraw capital except as provided for in this agreement.

7. Profit and Loss Sharing

• Option A: Profits and losses shall be shared equally among the Partners.
• Option B: Profits and losses shall be shared in proportion to the Partners' capital contributions as follows:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
  • Partner 3: [Percentage]%
• Option C: Distribution shall be determined as follows:
  • Salary payments will be considered first
  • The rest is split among all partners by ratio

8. Distributions

Distributions of cash or other property shall be made to the Partners at such times and in such amounts as the Partners may determine.

• Option A: Distributions will be made annually.
• Option B: Distributions will be made quarterly.
• Option C: The partnership must maintain a minimum retained earning amount of [Amount].

9. Management

• Option A: All Partners shall participate in the management and control of the Partnership.
• Option B: A managing partner will be selected by the partner. The partner will have the following authority: [List of managing partner's responsibilities].
• Option C: Day-to-day management decisions shall be made by a majority vote of the partners.
• Option D: Major decisions, such as borrowing money or selling assets, require unanimous consent of all partners.

10. Partner Meetings

• Option A: Partner meetings shall be held at least [Frequency].
• Option B: Special meetings may be called by any Partner upon [Notice Period] written notice to the other Partners.
• Option C: A quorum for any meeting shall consist of [Percentage]% of the Partners.

11. Restrictions on Partner Activities

• Option A: During the term of this Partnership, no Partner shall engage in any business that competes with the business of the Partnership within [Radius] miles of the Partnership's principal place of business.
• Option B: Each Partner owes a fiduciary duty of loyalty and care to the Partnership and the other Partners.
• Option C: All Partners must disclose to one another potential conflicts of interest.

12. Fiscal Management

The fiscal year of the Partnership shall begin on [Start Date] and end on [End Date].

• Option A: The Partnership's books and records shall be maintained using the [Accounting Method] method of accounting.
• Option B: The Partnership shall maintain a bank account at [Bank Name].

13. Tax Matters

[Partner Name] shall serve as the Tax Matters Partner (or Partnership Representative) for the Partnership.

The Partnership shall file all required federal and New Hampshire tax returns.

The Partnership will comply with all applicable New Hampshire business tax laws.

14. Admission of New Partners

• Option A: New Partners may be admitted to the Partnership only upon the unanimous written consent of all existing Partners.
• Option B: To bring in a new partner, [Percentage]% of partners must vote in favor.

15. Withdrawal or Expulsion of Partners

• Option A: A Partner may withdraw from the Partnership upon [Notice Period] written notice to the other Partners.
• Option B: A Partner may be expelled from the Partnership for cause, as determined by a [Percentage]% vote of the other Partners.
• Option C: Buyout options will be at market value.

16. Dissolution

The Partnership may be dissolved upon the occurrence of any of the following events:

• Unanimous agreement of the Partners.
• [Event 2]
• [Event 3]

Upon dissolution, the assets of the Partnership shall be distributed in accordance with the laws of the State of New Hampshire.

17. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in New Hampshire.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in New Hampshire.
• Option C: Any dispute that is not resolved through mediation or arbitration may be brought in a court of competent jurisdiction in New Hampshire.

18. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or [Number] days after deposit in the United States mail, postage prepaid, certified or registered, addressed to the Partner at the address set forth above.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of laws principles.

20. Amendments

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

21. Indemnification and Liability

• Option A: The Partnership shall indemnify each Partner against any loss, damage, or liability incurred by reason of the Partner's actions on behalf of the Partnership.
• Option B: No Partner shall be liable to the Partnership or any other Partner for any act or omission taken in good faith on behalf of the Partnership.

22. Confidentiality

Each Partner shall hold in confidence all confidential information relating to the Partnership and its business.

Upon withdrawal or expulsion from the Partnership, each Partner shall return all confidential information to the Partnership.

23. Intellectual Property

All intellectual property created by the Partnership shall be owned by the Partnership.

24. Assignment

No Partner may assign their interest in the Partnership without the prior written consent of all other Partners.

25. Entire Agreement

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

26. Severability

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

27. 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.

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

[Partner 1 Signature]

[Partner 1 Printed Name]

[Partner 2 Signature]

[Partner 2 Printed Name]

[Partner 3 Signature]

[Partner 3 Printed Name]