North Dakota partnership agreement template

North Dakota Partnership Agreement

This North Dakota Partnership Agreement (the “Agreement”) is made and entered into as of this [Date] by and among the following individuals or entities (individually a “Partner” and collectively the “Partners”):

• [Partner 1 Name], residing at [Partner 1 Address] (hereinafter “Partner 1”)
• [Partner 2 Name], residing at [Partner 2 Address] (hereinafter “Partner 2”)
• [Partner 3 Name], residing at [Partner 3 Address] (hereinafter “Partner 3”)

(Add additional Partners as necessary)

1. Business Name and Purpose

• The Partners hereby form a partnership under the name of [Partnership Name], also doing business as (DBA) [DBA Name, if applicable].
• The principal place of business of the Partnership shall be located at [Principal Place of Business], in the State of North Dakota.
• Purpose:
  • 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 any lawful business or activity for which partnerships may be formed under the laws of the State of North Dakota.
• Additional Business Locations: The Partnership may establish additional places of business at such locations as the Partners may agree upon from time to time.
• Registration with North Dakota Secretary of State: The Partnership [shall/shall not] register its assumed name with the North Dakota Secretary of State.

2. Type of Partnership

• The Partnership shall be a:
  • Option A: General Partnership. Governed by North Dakota Century Code, Title 45.
  • Option B: Limited Partnership. Governed by North Dakota Century Code, Title 45, Chapter 49.
  • Option C: Limited Liability Partnership. Governed by North Dakota Century Code, Title 45, Chapter 49.1.
  • Option D: Limited Liability Limited Partnership. Governed by North Dakota Century Code, Title 45, Chapter 49.

3. Term

• The term of this Partnership shall be:
  • Option A: A fixed term commencing on [Start Date] and ending on [End Date].
  • Option B: Perpetual, commencing on [Start Date].
  • Option C: Project-based, commencing on [Start Date] and continuing until the completion of [Project Description].
• Continuation Upon Withdrawal:
  • Option A: Upon the withdrawal of a Partner, the Partnership shall automatically dissolve.
  • Option B: Upon the withdrawal of a Partner, the remaining Partners may elect to continue the Partnership by unanimous consent.

4. Capital Contributions

• Initial Capital Contributions:
  • Partner 1 shall contribute [Dollar Amount] in cash and/or [Description of Property].
  • Partner 2 shall contribute [Dollar Amount] in cash and/or [Description of Property].
  • Partner 3 shall contribute [Dollar Amount] in cash and/or [Description of Property].
• Timing of Contributions: All initial capital contributions shall be made on or before [Date].
• Additional Capital Calls: The Partners may, from time to time, agree to make additional capital contributions to the Partnership.
  • Method of Call: Additional capital calls shall be made upon [Number] days' written notice.
  • Failure to Contribute: If a Partner fails to contribute the required additional capital, [Description of Penalty/Dilution].
• Valuation of Non-Cash Contributions: The value of any non-cash contribution shall be determined by [Method of Valuation].
• Buy-In/Buy-Out/Sweat Equity Arrangements:
  • Option A: Not applicable.
  • Option B: [Description of Buy-In/Buy-Out/Sweat Equity Arrangement].

5. Ownership, Profits, Losses, and Distributions

• Ownership Percentages:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
  • Partner 3: [Percentage]%
• Allocation of Profits and Losses: Profits and losses shall be allocated among the Partners in proportion to their respective ownership percentages.
• Distributions:
  • Frequency: Distributions shall be made [Frequency, e.g., quarterly, annually].
  • Method: Distributions shall be made in proportion to each Partner's ownership interest.
• Reserves: The Partners may establish reserves for future expenses, liabilities, or contingencies.
• Reinvestment of Retained Earnings: The Partners may agree to reinvest retained earnings into the Partnership.

6. Authority and Management

• Day-to-Day Management: Each Partner shall have the authority to participate in the day-to-day management of the Partnership.
• Voting Rights:
  • Option A: Each Partner shall have one vote (per capita).
  • Option B: Voting rights shall be proportionate to each Partner's capital contribution.
• Meeting Frequency: The Partners shall meet [Frequency, e.g., monthly, quarterly].
• Special Majority/Unanimous Vote Items: The following actions shall require a [Majority/Unanimous] vote of the Partners: [List of Actions].
• Managing Partner(s): [Partner Name(s)] is/are appointed as the Managing Partner(s) and shall have the authority to [Description of Authority], consistent with North Dakota law.

7. Banking Arrangements

• Partnership Bank Accounts: The Partnership shall maintain one or more bank accounts at a reputable financial institution.
• Authorized Signatories: The authorized signatories for the Partnership bank accounts shall be [Partner Name(s)].
• Loan Authorization Procedures: Any borrowing on behalf of the Partnership requires the approval of [Number] Partners.
• North Dakota Statutory Business Account Provisions: The Partnership shall comply with all applicable North Dakota statutes regarding business bank accounts.

8. Duties and Responsibilities

• Time Commitment: Each Partner shall devote [Number] hours per week to the business of the Partnership.
• Fiduciary Duties: Each Partner owes a fiduciary duty of loyalty and care to the Partnership and the other Partners.
• Non-Compete and Exclusivity Obligations:
  • Option A: Each Partner shall devote their full business time and attention to the Partnership business and shall not, directly or indirectly, engage in any other business that competes with the Partnership's business.
  • Option B: Partners may engage in outside business activities, provided such activities do not conflict with the interests of the Partnership. [Description of Permitted Outside Activities].
• Non-Compete Clause: During the term of this Partnership and for a period of [Number] years following the termination of a Partner’s interest, the Partner shall not engage in any business that competes with the Partnership within a [Number] mile radius of the Partnership's principal place of business in North Dakota.
• Confidentiality: Each Partner shall maintain the confidentiality of the Partnership's confidential information.
• Conflicts of Interest: Each Partner shall disclose any potential conflicts of interest to the other Partners.

9. Admission of New Partners and Assignability

• Admission of New Partners: New Partners may be admitted to the Partnership upon a [Majority/Unanimous] vote of the existing Partners.
• Terms for New Capital Contributions: The terms for new capital contributions shall be determined by the existing Partners.
• Due Diligence: The Partnership shall conduct due diligence on any prospective new Partner.
• Assignability of Partnership Interests:
  • Option A: No Partner may assign their partnership interest without the prior written consent of all other Partners.
  • Option B: A Partner may assign their economic rights (but not management rights) with written notice to all other partners.

10. Buy-Out Provisions

• Right of First Refusal: If a Partner wishes to sell their partnership interest, the other Partners shall have a right of first refusal to purchase the interest.
• Drag-Along/Tag-Along Rights:
  • Option A: Not applicable.
  • Option B: [Description of Drag-Along/Tag-Along Rights].
• Mandatory Buy-Out: Upon the occurrence of any of the following events, a Partner shall be subject to mandatory buy-out: death, disability, bankruptcy, divorce, or removal of a Partner.

11. Partner Withdrawal and Expulsion

• Voluntary Withdrawal: A Partner may voluntarily withdraw from the Partnership by providing [Number] days' written notice to the other Partners.
• Involuntary Withdrawal (Expulsion): A Partner may be involuntarily expelled from the Partnership for [Reasons for Expulsion] by a [Majority/Unanimous] vote of the other Partners.
• Payout Formulas: Upon withdrawal, a Partner shall be entitled to [Description of Payout Formula].
• Good Leaver/Bad Leaver Clauses:
  • Option A: Not applicable.
  • Option B: [Description of Good Leaver/Bad Leaver Clauses].
• Post-Withdrawal Restrictions: Following withdrawal, a Partner shall be subject to the following restrictions: [Description of Restrictions].

12. Dissolution

• Procedures for Winding Up: Upon dissolution, the Partners shall wind up the affairs of the Partnership in accordance with North Dakota law.
• Required Partner Consents: Dissolution requires the consent of [Majority/Unanimous] of the Partners.
• Appointment of Liquidators: The Partners shall appoint a liquidator to oversee the winding up of the Partnership.
• Notification of Creditors: The liquidator shall notify all known creditors of the Partnership.
• Asset Liquidation Sequence: The assets of the Partnership shall be liquidated in the following order: [Order of Liquidation].
• Claim Priorities: Claims against the Partnership shall be paid in the following order of priority: [Order of Priority].
• Tax Clearance: The Partnership shall obtain all necessary tax clearances from the relevant taxing authorities.
• Regulatory Compliance: The Partnership shall comply with all applicable regulatory requirements.

13. Death, Incapacity, or Bankruptcy of a Partner

• Valuation: Upon the death, incapacity, or bankruptcy of a Partner, the value of the Partner's interest shall be determined by [Method of Valuation].
• Mandatory Buy-Out: The remaining Partners shall purchase the interest of the deceased, incapacitated, or bankrupt Partner.
• Life/Disability Insurance: The Partnership [shall/shall not] maintain life and/or disability insurance on the Partners.
• Successor Admission Procedures: [Description of Procedures].

14. Accounting

• Accounting Method: The Partnership shall use the [Cash/Accrual] method of accounting.
• Annual Audit/Review: The Partnership [shall/shall not] conduct an annual audit or review of its financial statements.
• Fiscal Year: The fiscal year of the Partnership shall end on [Date].
• Appointment of Accountants/Auditors: The Partnership shall appoint [Accountant/Auditor Name] as its accountant/auditor.
• Recordkeeping Obligations: The Partnership shall maintain accurate and complete records of its financial transactions.
• Access to Records: Each Partner shall have access to the Partnership's records at all reasonable times, as per North Dakota access requirements.

15. Tax Filings

• Tax Classification: The Partnership shall be classified as a partnership for federal and state income tax purposes.
• Information Reporting: The Partnership shall file all required information returns with the IRS and the North Dakota Office of State Tax Commissioner.
• Allocation of Tax Credits, Losses, and Deductions: Tax credits, losses, and deductions shall be allocated among the Partners in proportion to their ownership percentages.
• Tax Matters Partner/Partnership Representative: [Partner Name] is designated as the Tax Matters Partner/Partnership Representative.

16. Indemnification and Liability Limitation

• Insurance Requirements: The Partnership shall maintain adequate insurance coverage, including [Types of Insurance].
• Liability Exposure: Partners shall be liable for their own wrongful acts.
• Limitation of Personal Liability: In the case of a limited liability entity, the Partners' personal liability shall be limited to the extent permitted by North Dakota law.

17. Dispute Resolution

• Method of Dispute Resolution:
  • Option A: Mediation.
  • Option B: Binding Arbitration.
  • Option C: Litigation.
• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota. The exclusive jurisdiction for any disputes arising under this Agreement shall be in the state and federal courts located in [County], North Dakota.
• Waiver of Jury Trial: The Partners [do/do not] waive their right to a jury trial.

18. Non-Disclosure, Trade Secret, and Non-Solicitation

• Scope: The non-disclosure, trade secret, and non-solicitation provisions shall apply [during/after] the term of the Partnership.
• Terms: [Description of Non-Disclosure, Trade Secret, and Non-Solicitation Terms].
• Enforceability Under North Dakota Law: These provisions shall be interpreted and enforced to the maximum extent permitted by North Dakota law.

19. Amendment

• Notice: Any proposed amendment to this Agreement shall be provided to all Partners in writing.
• Required Approvals: Amendments to this Agreement shall require the [Majority/Unanimous] written consent of the Partners.
• Effective Date: Amendments shall be effective as of the date specified in the amendment.

20. Boilerplate Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment Restrictions: This Agreement may not be assigned by any Partner without the prior written consent of all other Partners.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event.
• Notice Methods: All notices required or permitted 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.
• 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.

21. Compliance with North Dakota Laws

• The Partnership shall comply with all applicable North Dakota laws and regulations.
• The Partnership shall file all required state filings, including public partnership registrations and assumed name certificates, with the North Dakota Secretary of State.

22. Optional Clauses

• Regulatory Compliance: [Description of Regulatory Compliance Requirements].
• Equal Opportunity: The Partnership is an equal opportunity employer.
• Employment Law Matters: The Partnership shall comply with all applicable North Dakota and federal employment laws.
• Environmental Requirements: [Description of Environmental Requirements].

23. Compliance Statements

• The Partnership shall comply with all applicable federal and North Dakota-specific compliance statements (anti-money laundering, KYC, beneficial ownership reporting).

24. Limited Partnership/LLP Specific Provisions (If Applicable)

• References to and incorporation of the North Dakota Century Code registration and maintenance requirements, designation of registered agent, and filing of limited partnership certificate(s) with the Secretary of State (where applicable) are hereby incorporated.

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

____________________________
[Partner 3 Name]

(Add signature lines for additional Partners as necessary)