North Carolina partnership agreement template

North Carolina Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], with contact information: [Partner 1 Phone], [Partner 1 Email]
• [Partner 2 Name], residing at [Partner 2 Address], with contact information: [Partner 2 Phone], [Partner 2 Email]
• [Partner 3 Name], residing at [Partner 3 Address], with contact information: [Partner 3 Phone], [Partner 3 Email]

(Collectively, the "Partners").

1. Formation and Type of Partnership

• Option A: General Partnership. The Partners hereby form a general partnership under the laws of the State of North Carolina.
• Option B: Limited Partnership. The Partners hereby form a limited partnership under the laws of the State of North Carolina. [Name of General Partner] shall be the General Partner and [Name of Limited Partner] shall be the Limited Partner(s).
• Option C: Limited Liability Partnership (LLP). The Partners hereby form a registered limited liability partnership under the laws of the State of North Carolina. This partnership shall register as an LLP with the North Carolina Secretary of State.
• Option D: Registered Limited Liability Partnership (RLLP). The Partners hereby form a registered limited liability partnership under the laws of the State of North Carolina. This partnership shall register as an RLLP with the North Carolina Secretary of State.

2. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of North Carolina, specifically the North Carolina Uniform Partnership Act, as amended.

3. Partnership Name and Business Address

• The name of the Partnership shall be [Partnership Name].
• The principal business address of the Partnership shall be [Partnership Address].

4. Business Purpose

• Option A: Specific Purpose. The purpose of the Partnership is to engage in the following business: [Detailed Description of Business Purpose].
• Option B: Broad Purpose. The purpose of the Partnership is to engage in any lawful business or activity for which partnerships may be formed under the laws of North Carolina.

5. Duration

• Option A: Term Limited. The Partnership shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option B: Perpetual. The Partnership shall commence on [Start Date] and shall continue perpetually, unless sooner terminated as provided herein.

6. Assumed Name

• Option A: Assumed Name. The Partnership shall conduct business under the assumed name of [Assumed Name] and shall register such assumed name with the appropriate authorities in North Carolina, as required.
• Option B: No Assumed Name. The Partnership shall conduct business only under its legal name, [Partnership Name].

7. Initial Capital Contributions

Each Partner shall contribute to the capital of the Partnership the amount and type of contribution as set forth below:

• [Partner 1 Name]: [Amount] in [Cash/Property/Services]. If property, describe: [Description of Property]. Value of services: [Value]. Schedule of contribution: [Date/Milestones].
• [Partner 2 Name]: [Amount] in [Cash/Property/Services]. If property, describe: [Description of Property]. Value of services: [Value]. Schedule of contribution: [Date/Milestones].
• [Partner 3 Name]: [Amount] in [Cash/Property/Services]. If property, describe: [Description of Property]. Value of services: [Value]. Schedule of contribution: [Date/Milestones].

Documentation of all contributions shall be maintained by the Partnership.

8. Additional Capital Contributions

• Option A: Required. The Partners agree that additional capital contributions may be required.
  • All additional capital contributions must be approved by [Percentage]% of the Partners.
  • Failure to contribute additional capital as required shall result in [Consequences, e.g., dilution of ownership, forfeiture of interest].
• Option B: Not Required. The Partners agree that no additional capital contributions shall be required.

9. Profits, Losses, and Distributions

• Option A: Proportional to Investment. Profits and losses shall be allocated among the Partners in proportion to their respective capital contributions. Distributions shall be made in the same proportion.
• Option B: As Otherwise Agreed. Profits, losses, and distributions shall be allocated as follows:
  • [Partner 1 Name]: [Percentage]%.
  • [Partner 2 Name]: [Percentage]%.
  • [Partner 3 Name]: [Percentage]%.
  Distributions shall be made [Frequency, e.g., quarterly, annually].

Draw allowances: [Specify Draw Allowances, if any, e.g., Partner 1 may draw $X per month].

Tax allocations shall be made in accordance with applicable tax laws and regulations.

10. Duties and Responsibilities of Partners

Each Partner shall have the following duties and responsibilities:

• Management Authority: All Partners shall have equal authority in the management and control of the Partnership.
• Day-to-Day Decisions: Day-to-day decisions shall be made by [Specify Decision-Making Process, e.g., majority vote, managing partner].
• Delegation of Roles: The following roles are delegated to the following Partners: [List Roles and Assigned Partners].
• Accounting and Record-Keeping: [Partner Name] shall be responsible for maintaining accurate accounting records.
• Banking Authorities: [Partner Names] shall have the authority to operate bank accounts on behalf of the Partnership.
• Annual Reports: The Partnership shall prepare annual reports on its financial condition.
• Managing Partner: The Managing Partner shall be [Partner Name]. They can be appointed or removed by a [Percentage]% vote of the partners.

11. Meetings

• Frequency: Partnership meetings shall be held [Frequency, e.g., monthly, quarterly].
• Notice Requirements: Notice of meetings shall be given at least [Number] days in advance.
• Quorum: A quorum for any meeting shall consist of [Percentage]% of the Partners.
• Voting Procedures: Decisions shall be made by [Majority/Supermajority/Unanimous] vote.
• Special Meetings: Any Partner may call a special meeting with [Number] days' notice.
• Electronic/Remote Meetings: Meetings may be held electronically or remotely.
• Meeting Minutes: Minutes of all meetings shall be recorded and maintained.

12. Partner Admission, Withdrawal, Retirement, Removal, or Expulsion

• Admission of New Partners:
  • Consent Threshold: Admission of new partners requires the consent of [Percentage]% of the existing Partners.
  • Capital Contribution: New partners shall contribute [Amount] to the capital of the Partnership.
  • Amendment to Agreement: The Partnership Agreement shall be amended to reflect the admission of the new partner.
• Withdrawal:
  • Voluntary Withdrawal: A Partner may voluntarily withdraw by providing [Number] days' written notice.
  • Involuntary Withdrawal: A Partner may be involuntarily withdrawn for [Causes, e.g., breach of agreement, misconduct].
• Expulsion:
  • Causes: A Partner may be expelled for [Causes, e.g., breach of fiduciary duty, illegal activity].
  • Process: The expulsion process shall be as follows: [Detailed Process].
• Buy-Out Provisions:
  • Compulsory Buy-Out: Upon withdrawal, retirement, removal, or expulsion, the Partnership shall buy out the departing Partner's interest.
  • Valuation: The value of the departing Partner's interest shall be determined by [Valuation Method, e.g., appraisal, formula].
  • Settlement: The settlement shall be paid within [Number] days.

13. Dissolution and Winding Up

• Grounds for Dissolution: The Partnership may be dissolved upon:
  • Mutual Agreement of the Partners.
  • [Specified Event, e.g., sale of all assets].
  • Bankruptcy of a Partner.
  • Death of a Partner.
  • Withdrawal of a Partner.
• Winding Up: Upon dissolution, the Partnership shall wind up its affairs.
• Asset Liquidation: Assets shall be liquidated and the proceeds distributed as follows:
  • Creditors (including Partner loans)
  • Partners in proportion to their capital accounts.
• Statement of Dissolution: A Statement of Dissolution shall be filed with the North Carolina Secretary of State.

14. Transfer and Assignment of Partnership Interests

• Restrictions on Transfer: No Partner may transfer or assign their partnership interest without the consent of [Percentage]% of the remaining Partners.
• Right of First Refusal: The remaining Partners shall have a right of first refusal to purchase the transferring Partner's interest.
• Valuation: The value of the interest shall be determined by [Valuation Method, e.g., appraisal, formula].
• Admission of Transferee: Admission of a transferee as a new partner requires the consent of [Percentage]% of the remaining Partners.

15. Non-Compete, Non-Solicitation, and Confidentiality

• Option A: Included. The following restrictions apply:
  • Non-Compete: During the term of the Partnership and for [Number] years thereafter, no Partner shall engage in any business that competes with the Partnership within [Territory].
  • Non-Solicitation: During the term of the Partnership and for [Number] years thereafter, no Partner shall solicit employees or clients of the Partnership.
  • Confidentiality: All Partners shall maintain the confidentiality of the Partnership's confidential information.
• Option B: Excluded. No non-compete, non-solicitation, or confidentiality restrictions apply.

These clauses shall be interpreted in accordance with North Carolina law.

16. Intellectual Property

• Ownership: The Partnership shall own all trademarks, patents, copyrights, and other intellectual property created by the Partners during the term of the Partnership.
• Use/License: The Partnership may use or license its intellectual property as it deems appropriate.
• [Detailed Definition, if necessary]. "Intellectual Property" includes without limitation [List specific IP types].

17. Insurance and Indemnification

• Insurance: The Partnership shall maintain liability and property insurance in amounts deemed reasonable.
• Indemnification: The Partnership shall indemnify the Partners against any liabilities or expenses incurred in connection with the Partnership's business, except for liabilities arising from their own gross negligence or willful misconduct.
• Personal Liability Exception: In the case of a Limited Partnership, Limited Partners shall not be held personally liable for partnership debts beyond their capital contribution, except as otherwise provided by North Carolina law.

18. Accounting and Tax Matters

• Fiscal Year: The Partnership's fiscal year shall end on [Date].
• Accounting Method: The Partnership shall use the [Cash/Accrual] method of accounting.
• Tax Matters Partner/Partnership Representative: [Partner Name] shall be the Tax Matters Partner/Partnership Representative (as defined by the IRS).
• K-1s: The Partnership shall prepare and distribute K-1s to the Partners annually.

19. Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.
• Option A: Mediation. Any dispute arising out of or relating to this Agreement shall be settled through mediation.
• Option B: Arbitration. Any dispute arising out of or relating to this Agreement shall be settled through binding arbitration in [City, State].
• Litigation Venue: If litigation is necessary, the venue shall be in the courts of [County], North Carolina.
• Waiver of Jury Trial: The Partners waive their right to a jury trial.

20. Representations and Warranties

Each Partner represents and warrants that:

• They have the authority to enter into this Agreement.
• This Agreement does not conflict with any other obligations.
• They are in compliance with all applicable laws.

21. Amendments

This Agreement may be amended only by a written instrument signed by [Percentage]% of the Partners.

22. Miscellaneous Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Notice: All notices shall be in writing and delivered to the addresses set forth above.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing.
• Entire Agreement: This Agreement constitutes the entire agreement among the Partners and supersedes all prior agreements and understandings.

23. North Carolina Specific Legal Requirements

• The Partnership shall file a Certificate of Partnership (or other applicable form) with the North Carolina Secretary of State, as required by law.
• The Partnership intends to comply fully with the North Carolina Uniform Partnership Act.
• [Optional: Override statutory defaults, e.g., "The partners specifically agree to waive the statutory right to buyout in the event of death." ]
• [Optional: If applicable, document and register any assumed names with the Register of Deeds in each county where the partnership does business]

24. Anti-Discrimination and Equal Opportunity

The Partnership is committed to providing equal opportunities and does not discriminate based on race, color, religion, sex, national origin, age, disability, or any other protected characteristic under federal and North Carolina law.

25. Special Provisions

• [Partner Loans: Terms for partner loans to the partnership, including interest rate and repayment schedule]
• [Guarantees: Details of any guarantees provided by partners for partnership obligations]
• [Record Access Rights: Specify Partner rights to access partnership records beyond statutory minimums, if any]
• [Audit Procedures: Detail any specific audit requirements or procedures beyond normal accounting practices]
• [Conflicting Interests: Procedure for handling transactions involving a conflict of interest between a partner and the partnership]
• [Any other special provisions specific to the partnership]

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

[Partner 1 Name]

[Partner 2 Name]

[Partner 3 Name]