New Mexico partnership agreement template

New Mexico Partnership Agreement

This Partnership Agreement (the “Agreement”) is made and entered into as of [Date], by and among the following partners:

• [Partner 1 Name], residing at [Partner 1 Address] (“[Partner 1 Designation, e.g., Managing Partner]”) (hereinafter referred to as “Partner 1”); and
• [Partner 2 Name], residing at [Partner 2 Address] (“[Partner 2 Designation, e.g., Partner]”) (hereinafter referred to as “Partner 2”); and
• [Partner 3 Name], residing at [Partner 3 Address] (“[Partner 3 Designation, e.g., Partner]”) (hereinafter referred to as “Partner 3”).

(Each a “Partner” and collectively, the “Partners”). If a Partner is an entity:

• Entity Name: [Entity Name]
• State of Formation: [State]
• Address: [Address]
• Contact Information: [Contact Information]

1. Formation and Type of Partnership

• Option A: General Partnership: The Partners hereby form a general partnership under the laws of the State of New Mexico.
• Option B: Limited Partnership: The Partners hereby form a limited partnership under the laws of the State of New Mexico, pursuant to the New Mexico Uniform Limited Partnership Act (NMSA 1978, § 54-2A-101 et seq.). The General Partner(s) is/are: [Name(s) of General Partner(s)].
• Option C: Limited Liability Partnership: The Partners hereby form a limited liability partnership under the laws of the State of New Mexico, pursuant to the New Mexico Uniform Partnership Act (NMSA 1978, § 54-1A-101 et seq.). A Statement of Qualification shall be filed with the New Mexico Secretary of State.
• Option D: Limited Liability Limited Partnership: The Partners hereby form a limited liability limited partnership under the laws of the State of New Mexico, pursuant to the New Mexico Uniform Limited Partnership Act (NMSA 1978, § 54-2A-101 et seq.). The General Partner(s) is/are: [Name(s) of General Partner(s)]. A Statement of Qualification shall be filed with the New Mexico Secretary of State.

2. Name and Principal Place of Business

• The name of the Partnership shall be [Partnership Name].
• The principal place of business of the Partnership shall be located at [Address], New Mexico.
• The Partnership may also operate at such other locations as the Partners may agree upon.

3. Business Purpose

• The purpose of the Partnership is to engage in the following business: [Description of Business Purpose].
• The Partnership may engage in any and all activities necessary or incidental to the foregoing.

4. Term

• Option A: Fixed Term: The term of the Partnership shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option B: Indefinite Term: The term of the Partnership shall commence on [Start Date] and shall continue until terminated as provided herein.

5. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the following:
• Partner 1: [Description of Contribution, e.g., $Amount Cash, Property Description, Services], valued at [$Value]. Deadline for contribution: [Date].
• Partner 2: [Description of Contribution, e.g., $Amount Cash, Property Description, Services], valued at [$Value]. Deadline for contribution: [Date].
• Partner 3: [Description of Contribution, e.g., $Amount Cash, Property Description, Services], valued at [$Value]. Deadline for contribution: [Date].
• Verification of Receipt: Upon receipt of each Partner’s contribution, the Partnership shall issue a written confirmation.
• Option A: Future Capital Contributions: The Partners agree to contribute additional capital as needed. The amount and timing of such contributions shall be determined by a [Unanimous/Majority] vote of the Partners.
• Option B: No Future Capital Contributions: No Partner shall be required to make any future capital contributions to the Partnership.
• Contribution in Event of Losses: If the Partnership incurs losses that exhaust its capital, Partners shall contribute additional capital proportionally to their ownership interests to cover such losses.
• Consequences for Failure to Contribute: If a Partner fails to make a required capital contribution, the other Partners may [Description of Consequences, e.g., reduce the defaulting Partner’s ownership interest, loan the funds to the Partnership on behalf of the defaulting Partner].

6. Ownership Interests, Profits, Losses, and Distributions

• The ownership interests of the Partners shall be as follows:
• Partner 1: [Percentage]%
• Partner 2: [Percentage]%
• Partner 3: [Percentage]%
• Option A: Profit and Loss Allocation Proportional to Ownership: Profits and losses shall be allocated among the Partners in proportion to their respective ownership interests.
• Option B: Profit and Loss Allocation: Profits and losses shall be allocated as follows:
• Partner 1: [Percentage]%
• Partner 2: [Percentage]%
• Partner 3: [Percentage]%
• Option C: Distribution Timing: Distributions shall be made to the Partners [Frequency, e.g., quarterly, annually].
• Option D: Distribution Method: Distributions shall be made by [Method, e.g., check, wire transfer].
• Retention of Earnings: The Partnership may retain earnings for working capital or other business purposes, as determined by a [Unanimous/Majority] vote of the Partners.
• Treatment of Losses: Losses shall be allocated as specified above. Partners are responsible for any tax consequences of such losses as determined under applicable federal and New Mexico law.
• Reinvestment: The Partners may reinvest a portion of the Partnership’s profits into the business, as determined by a [Unanimous/Majority] vote of the Partners.

7. Management and Decision-Making

• Option A: Day-to-Day Management: [Partner Name or Specific Title] shall be responsible for the day-to-day management of the Partnership.
• Option B: All Partners Manage: All Partners shall participate in the management of the Partnership.
• Division of Duties: The duties and responsibilities of each Partner shall be as follows:
• Partner 1: [Description of Duties]
• Partner 2: [Description of Duties]
• Partner 3: [Description of Duties]
• Major Decisions Requiring Consent: The following decisions shall require the [Unanimous/Majority] consent of the Partners: [List of Major Decisions, e.g., incurring debt over $Amount, selling assets over $Amount, admitting a new partner].
• Voting Rights: Each Partner shall have voting rights in proportion to their ownership interest.
• Partner Meetings: Partner meetings shall be held [Frequency, e.g., monthly, quarterly]. Notice of meetings shall be given [Number] days in advance.
• Quorum: A quorum for any meeting of the Partners shall consist of [Number or Percentage] of the Partners.
• Managing Partner: [Partner Name] is designated as the Managing Partner and shall have the authority to [Description of Authority].

8. Banking Arrangements

• The Partnership shall maintain a bank account at [Bank Name], located at [Bank Address].
• The following Partners are authorized to sign checks and authorize disbursements from the Partnership account: [List of Authorized Partners].

9. Books and Records, Accounting

• The Partnership shall maintain complete and accurate books and records of account.
• Option A: Accounting Method: The Partnership shall use the [Cash/Accrual] method of accounting.
• Option B: Annual Audit: The Partnership shall conduct an annual audit of its financial statements.
• Partner Access: Each Partner shall have access to the Partnership’s books and records at all reasonable times.

10. Partner Compensation

• Option A: No Compensation: No Partner shall receive compensation for services rendered to the Partnership.
• Option B: Guaranteed Payments: The following Partners shall receive guaranteed payments:
• Partner 1: [$Amount] per [Time Period]
• Partner 2: [$Amount] per [Time Period]
• Reimbursement: Partners shall be reimbursed for reasonable expenses incurred on behalf of the Partnership.
• Draws: Partners may take draws against future distributions, subject to the following policy: [Description of Draw Policy].

11. Partner Obligations

• Duty of Loyalty: Each Partner shall owe a duty of loyalty to the Partnership and the other Partners.
• Duty of Care: Each Partner shall exercise reasonable care in the management of the Partnership.
• Option A: Restriction on Competition: During the term of this Agreement and for [Number] years thereafter, no Partner shall engage in any business that competes with the Partnership. This provision shall be interpreted according to applicable New Mexico law.
• Option B: No Restriction on Competition: Partners may engage in other business activities, even if they compete with the Partnership.
• Non-Disclosure: Each Partner shall maintain the confidentiality of the Partnership’s confidential information.
• Intellectual Property: Any intellectual property created by a Partner in connection with the Partnership’s business shall be owned by the Partnership.

12. Dispute Resolution

• Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be settled by mediation in accordance with the rules of the American Arbitration Association. The mediation shall take place in [City], New Mexico.
• Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City], New Mexico.
• Option C: Litigation: Any dispute arising out of or relating to this Agreement may be brought in the courts of the State of New Mexico, located in [County] County.
• Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico.

13. Admission and Withdrawal of Partners

• Admission of New Partners: A new partner may be admitted to the Partnership with the [Unanimous/Majority] consent of the existing Partners.
• Voluntary Withdrawal: A Partner may voluntarily withdraw from the Partnership by giving [Number] days’ written notice to the other Partners.
• Involuntary Removal: A Partner may be removed from the Partnership for cause, including [List of Causes, e.g., breach of this Agreement, misconduct], by a [Unanimous/Majority] vote of the other Partners.
• Death/Disability/Bankruptcy: The death, disability, or bankruptcy of a Partner shall result in the dissolution of the Partnership, unless the remaining Partners agree to continue the Partnership.
• Buyout Procedures: Upon withdrawal, removal, death, disability, or bankruptcy, the departing Partner (or their estate) shall be entitled to a buyout of their interest in the Partnership. The buyout price shall be determined as follows: [Description of Buyout Calculation Method, e.g., fair market value as determined by an independent appraiser].
• Payment Terms: The buyout price shall be paid [Description of Payment Terms, e.g., in installments over Number years].

14. Dissolution and Winding Up

• Events Triggering Dissolution: The Partnership shall dissolve upon the occurrence of any of the following events:
• [Unanimous/Majority] consent of the Partners.
• Expiration of the term (if a fixed-term partnership).
• Death, disability, or bankruptcy of a Partner (unless the remaining Partners agree to continue the Partnership).
• Any event that makes it unlawful for the Partnership to continue its business.
• Asset Liquidation: Upon dissolution, the assets of the Partnership shall be liquidated.
• Allocation of Assets: The proceeds from the liquidation shall be distributed in the following order:
• To creditors of the Partnership (including Partner loans).
• To Partners in proportion to their capital accounts.
• To Partners in proportion to their ownership interests.
• Winding-Up Obligations: The Partners shall cooperate in the winding up of the Partnership’s affairs.
• Filing of Dissolution Certificate: A Certificate of Dissolution shall be filed with the New Mexico Secretary of State.

15. Transfer Restrictions

• A Partner may not transfer or sell their interest in the Partnership without the [Unanimous/Majority] consent 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.
• Permitted Transferees: A Partner may transfer their interest to [List of Permitted Transferees, e.g., family members, trusts] without the consent of the other Partners.
• Consequences of Unauthorized Transfer: Any transfer in violation of this Agreement shall be void.

16. Covenants and Special Clauses

• Option A: Non-Competition/Non-Solicitation: During the term of this Agreement and for [Number] years thereafter, no Partner shall compete with the Partnership or solicit its customers or employees. This provision shall be interpreted according to applicable New Mexico law.
• Option B: No Non-Competition: Partners may engage in other business activities, even if they compete with the Partnership.
• Insurance: The Partnership shall maintain the following insurance: [Description of Insurance, e.g., liability insurance, property insurance].
• Indemnification: The Partnership shall indemnify and hold harmless the Partners from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Partnership’s business.
• Limitation of Liability: The liability of the Partners shall be limited to the extent permitted by New Mexico law.
• Waiver of Partnership Authority: No Partner shall have the authority to bind the Partnership except as expressly provided in this Agreement or as permitted by New Mexico law.

17. Tax Matters

• Tax Compliance: The Partnership shall comply with all applicable federal and New Mexico tax laws.
• Partnership Representative: The Partnership designates [Partner Name] as the Partnership Representative for tax purposes.
• Tax Allocations: Taxable income and losses shall be allocated among the Partners in accordance with Section 6 of this Agreement.
• Tax Elections: All elections required or permitted to be made by the Partnership under Subchapter K of the Internal Revenue Code shall be made by the Partnership Representative with the [Unanimous/Majority] consent of the Partners.

18. Miscellaneous

• Amendments: This Agreement may be amended only by a written instrument signed by all of the Partners.
• Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered by [Method of Delivery, e.g., certified mail, email] to the addresses set forth above.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, successors, and assigns.
• Further Assurances: Each Partner agrees to execute and deliver such further instruments and documents and to take such further action as may be necessary or desirable to carry out the intent and purposes of this Agreement.
• 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.
• 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.
• Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.

19. New Mexico Specific Provisions

• Filing Requirements: [Description of Filing Requirements, e.g., The Partnership shall register as a limited liability partnership with the New Mexico Secretary of State].
• Compliance with New Mexico Law: This Agreement shall be interpreted and enforced in accordance with the New Mexico Uniform Partnership Act (NMSA 1978, § 54-1A-101 et seq.) or the New Mexico Uniform Limited Partnership Act (NMSA 1978, § 54-2A-101 et seq.), as applicable.
• Registered Agent: For a limited partnership, the registered agent is [Name] residing at [Address].
• Regulatory Compliance: The Partnership shall comply with all applicable New Mexico regulations and licensing requirements pertaining to [Specific Industry].

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]

____________________________