Ohio partnership agreement template

Ohio 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], with contact details: [Partner 1 Phone], [Partner 1 Email]
• [Partner 2 Name], residing at [Partner 2 Address], with contact details: [Partner 2 Phone], [Partner 2 Email]
• [Partner 3 Name], residing at [Partner 3 Address], with contact details: [Partner 3 Phone], [Partner 3 Email] (Add more partners as needed)

Collectively referred to as the "Partners."

The Partners desire to form a partnership for the purposes set forth in this Agreement.

The parties agree as follows:

1. Formation of Partnership

• Option A: The Partners hereby form a general partnership under the laws of the State of Ohio.
• Option B: The Partners hereby form a limited partnership under the laws of the State of Ohio, and shall file a Certificate of Limited Partnership with the Ohio Secretary of State as required by law.
• Option C: The Partners hereby form a limited liability partnership under the laws of the State of Ohio, and shall file a Registration of Limited Liability Partnership with the Ohio Secretary of State as required by law.

2. Name and Principal Place of Business

• The name of the partnership shall be [Partnership Name]. The Partnership will comply with all applicable Ohio laws regarding fictitious name registration if required.
• The principal place of business of the Partnership shall be located at [Partnership Address] in Ohio.

3. Business Purpose

• The purpose of the Partnership is to engage in the following business: [Description of Business].

4. Term

• Option A: The term of the Partnership shall commence on [Start Date] and continue indefinitely.
• Option B: The term of the Partnership shall commence on [Start Date] and shall continue for a term of [Number] years, expiring on [End Date].
• Option C: The term of the Partnership shall commence on [Start Date] and shall continue until the occurrence of [Event].

5. Capital Contributions

Each Partner shall contribute to the capital of the Partnership the following:

• [Partner 1 Name]: [Description of Contribution - e.g., Cash, Property, Services], valued at [Dollar Amount].
• [Partner 2 Name]: [Description of Contribution - e.g., Cash, Property, Services], valued at [Dollar Amount].
• [Partner 3 Name]: [Description of Contribution - e.g., Cash, Property, Services], valued at [Dollar Amount].

Additional Capital Contributions:

• Option A: No Partner shall be required to make any additional capital contributions.
• Option B: Additional capital contributions may be required from each partner proportionate to their profit/loss share with a [Number] days written notice.

6. 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: New Partners may be admitted to the Partnership upon the written consent of a majority in interest of the Partners.
• Option C: New Partners may be admitted to the Partnership according to the following procedure: [Description of Procedure].

7. Allocation of Profits and Losses

• Option A: Profits and losses of the Partnership shall be allocated among the Partners in proportion to their capital contributions.
• Option B: Profits and losses of the Partnership shall be allocated among the Partners as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Distributions shall be made to the Partners [Frequency - e.g., quarterly, annually].

8. Management and Decision-Making

• Option A: All Partners shall participate in the management and control of the Partnership. Each Partner shall have one vote.
• Option B: [Partner Name(s)] shall be the Managing Partner(s) and shall have the authority to make decisions on behalf of the Partnership.
• Major Decisions: Major decisions, including but not limited to [Examples: Sale of assets, taking on debt, admitting new partners], require the approval of [Percentage or Unanimous] of the Partners.
• Meetings: Meetings of the Partners shall be held [Frequency - e.g., monthly, quarterly].

9. Partner Obligations and Duties

• Each Partner shall devote such time and attention to the business of the Partnership as may be reasonably necessary.
• Non-Competition: During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall engage in any business that competes with the business of the Partnership within a [Radius - e.g., 50-mile radius] of [Location].
• Each Partner shall act in good faith and deal fairly with the Partnership and the other Partners. Fiduciary duties are owed by each partner as defined under Ohio law (ORC Chapter 1776).

10. Accounting

• The Partnership shall use the [Cash or Accrual] method of accounting.
• The fiscal year of the Partnership shall end on [Date].
• The Partnership shall maintain books and records at its principal place of business. All Partners shall have the right to inspect and copy such books and records.
• [Partner Name] is designated as the Tax Matters Partner (or Partnership Representative) for federal and Ohio tax purposes.

11. Compensation

• Option A: No Partner shall receive a salary or other compensation for services rendered to the Partnership, other than their share of the profits.
• Option B: The following Partners shall receive the following compensation:
  • [Partner 1 Name]: [Dollar Amount] per [Time Period].
  • [Partner 2 Name]: [Dollar Amount] per [Time Period].
• Expense Reimbursement: Partners shall be reimbursed for reasonable expenses incurred on behalf of the Partnership.

12. Partner Withdrawal, Retirement, Resignation, or Expulsion

• A Partner may withdraw, retire, or resign from the Partnership by giving [Number] days written notice to the other Partners.
• A Partner may be expelled from the Partnership for cause, including but not limited to [Examples: Fraud, Misconduct, Breach of Agreement], upon the vote of [Percentage or Unanimous] of the other Partners.
• Buyout: Upon the withdrawal, retirement, resignation, or expulsion of a Partner, the Partnership shall purchase the departing Partner's interest in the Partnership for a price determined as follows: [Description of Valuation Method - e.g., Fixed Formula, Appraisal, Book Value]. The terms of any buyout will adhere to Ohio law regarding partner liabilities.

13. Transfer of Partnership Interests

• No Partner may transfer or assign their interest in the Partnership without the prior written consent of [Percentage or Unanimous] of the other Partners.
• Right of First Refusal: The remaining Partners shall have a right of first refusal to purchase the departing Partner's interest.

14. Dissolution

The Partnership shall dissolve upon the occurrence of any of the following events:

• Mutual agreement of the Partners.
• The death, disability, or bankruptcy of a Partner (unless the remaining Partners agree to continue the Partnership as per Ohio law).
• Illegality
• Order of a Court of Law.

Upon dissolution, the assets of the Partnership shall be distributed in the following order:

• Payment of debts and liabilities of the Partnership.
• Repayment of capital contributions of the Partners.
• Distribution of remaining assets to the Partners in accordance with their profit sharing ratios.

15. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Mediation, Arbitration, or Litigation].
• If arbitration is chosen, it shall be conducted in accordance with the rules of the American Arbitration Association.
• The laws of the State of Ohio, including the Ohio Uniform Partnership Act (ORC Chapter 1776), shall govern the interpretation and enforcement of this Agreement. Venue shall be [County Name] County, Ohio.

16. Tax Matters

• The Partnership intends to be treated as a partnership for federal and Ohio income tax purposes.
• All tax items shall be allocated to the Partners in accordance with their profit and loss sharing ratios.

17. Compliance with Ohio Law

• This Agreement is governed by and shall be construed in accordance with the laws of the State of Ohio, including the Ohio Uniform Partnership Act (ORC Chapter 1776).
• The partners acknowledge that certain default statutory provisions under Ohio Revised Code Chapter 1776 may be waived or modified by the express terms of this agreement. The partners intentionally waive the following provisions (Optional): [List of ORC Provisions Waived].

18. Indemnification

• To the extent permitted by law, the Partnership shall indemnify each Partner against any losses, claims, damages, or liabilities arising out of the Partner's conduct on behalf of the Partnership.

19. Miscellaneous

• Amendment: 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 deemed effectively given upon personal delivery or upon deposit in the United States mail, postage prepaid, certified or registered, addressed to the party at the address 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 between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• 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.
• 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.
• Electronic Signatures: The parties agree that this Agreement and any documents relating to this Agreement may be signed electronically and that electronic signatures shall have the same force and effect as original signatures.

20. Definitions

• [Term 1]: [Definition]
• [Term 2]: [Definition]

21. Schedules

• Schedule A: List of Assets
• Schedule B: Partner Contact Information
• Schedule C: Allocation Formulas

22. Additional Provisions

• [Insert any additional provisions specific to the partnership's business or industry here.]

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]
(Add more signature lines as needed)