Oklahoma partnership agreement template

Oklahoma Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], contact details: [Partner 1 Phone Number] and [Partner 1 Email Address] (Individual/Entity).
• [Partner 2 Name], residing at [Partner 2 Address], contact details: [Partner 2 Phone Number] and [Partner 2 Email Address] (Individual/Entity).
• [Partner 3 Name], residing at [Partner 3 Address], contact details: [Partner 3 Phone Number] and [Partner 3 Email Address] (Individual/Entity).

*(Add more partners as needed)*

1. Formation of Partnership

• Type of Partnership:
  • Option A: General Partnership
  • Option B: Limited Partnership
  • Option C: Limited Liability Partnership (LLP)
  • Option D: Limited Liability Limited Partnership (LLLP)
• Registered Business Name: [Partnership Name]
• Principal Business Location: [Address of Principal Business Location], Oklahoma.
• Registered Agent: [Registered Agent Name], [Registered Agent Address], Oklahoma.
• Service of Process Address: [Address for Service of Process], Oklahoma.

2. Term

• Commencement Date: [Date of Commencement]
• Duration:
  • Option A: Fixed Term – This Partnership shall continue for a term of [Number] years, commencing on the Commencement Date, unless earlier terminated as provided herein.
  • Option B: Perpetual – This Partnership shall continue perpetually, unless earlier terminated as provided herein.

3. Business Purpose

• The purpose of the Partnership is to engage in the business of [Detailed Description of Business Activities]. The Partnership's activities are limited to those related to or necessary for carrying out the stated business purpose.

4. Capital Contributions

• Initial Contributions:
  • [Partner 1 Name] shall contribute [Dollar Amount] in cash, [Description of Property] valued at [Dollar Amount], and/or [Description of Services] valued at [Dollar Amount].
  • [Partner 2 Name] shall contribute [Dollar Amount] in cash, [Description of Property] valued at [Dollar Amount], and/or [Description of Services] valued at [Dollar Amount].
• *(Add contributions for each partner)*
• Additional Contributions:
  • Option A: Binding Capital Calls - Partners are obligated to make additional capital contributions as determined by a [Percentage]% vote of the partners. The amount and timing of such contributions shall be determined by the partners.
  • Option B: Flexible Capital Calls - Additional capital contributions may be requested from partners, but partners are not obligated to contribute. Failure to contribute will result in [Description of Consequences].
• Withdrawal of Contributions: No partner may withdraw their capital contribution without the unanimous consent of all other partners, except as specifically provided in this Agreement.
• Admission of Contributions: All contributions will be admitted by [Number] number of partners.

5. Ownership, Profits, and Losses

• Percentage Ownership Interests:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
• *(Add ownership percentage for each partner)*
• Profit and Loss Sharing:
  • Option A: Equal – Profits and losses shall be shared equally among the partners.
  • Option B: Proportional – Profits and losses shall be shared in proportion to each partner’s capital contribution.
  • Option C: Customized – Profits and losses shall be shared as follows: [Specific Allocation of Profits and Losses].

6. Management

• Decision-Making Authority: Major decisions affecting the Partnership shall require a [Percentage]% vote of the partners. Day-to-day management shall be the responsibility of [Designated Managing Partner(s) or Description of Management Structure].
• Meetings and Voting:
  • Ordinary Matters: Decisions on ordinary matters shall be made by a majority vote of the partners present at a duly called meeting.
  • Special Matters: Decisions on special matters (e.g., sale of assets, mergers) shall require a [Percentage]% vote of all partners.
• Quorum: A quorum for any meeting of the partners shall be [Percentage]% of the partners.
• Managing Partner(s):
  • Option A: [Partner Name] is designated as the Managing Partner.
  • Option B: Executive Committee: A committee of [Number] partners will be formed to make the day-to-day operations of the partnership.
• Delegation: The Managing Partner may delegate certain responsibilities to other partners or employees.

7. Banking Arrangements

• The Partnership shall maintain a bank account at [Name of Bank] located in Oklahoma.
• Authorized Signatories: The following partners are authorized to sign checks and conduct other banking transactions on behalf of the Partnership: [List of Authorized Signatories].

8. Accounting

• Fiscal Year: The fiscal year of the Partnership shall end on [Date].
• Bookkeeping: The Partnership shall maintain accurate books and records in accordance with generally accepted accounting principles (GAAP).
• Information Rights: Each partner shall have the right to access and inspect the Partnership's books and records at any reasonable time.
• Audit:
  • Option A: The Partnership shall conduct an annual independent audit by a certified public accountant.
  • Option B: No annual audit will be required.
• Tax Treatment: The Partnership intends to be treated as a pass-through entity for federal and state income tax purposes.

9. Profit and Loss Allocation and Distribution

• Profits and losses shall be allocated as described in Section 5.
• Distributions: Distributions of profits shall be made to the partners on a [Frequency] basis (e.g., quarterly, annually).
• Retention of Earnings: The Partnership may retain earnings for reasonable business needs as determined by a [Percentage]% vote of the partners.
• Partner Draws: Partners may take draws against their share of profits, subject to the approval of [Who must Approve].

10. Partner Duties and Obligations

• Non-Compete:
  • Option A: During the term of this Agreement and for a period of [Number] years after termination, no partner shall engage in any business that competes with the Partnership within a [Number] mile radius of the Partnership’s principal place of business. Note: Oklahoma law on non-competes is more permissive than in states like California, but still requires reasonable limitations.
  • Option B: There shall be no non-compete restriction on the partners.
• Non-Solicitation: During the term of this Agreement and for a period of [Number] years after termination, no partner shall solicit the Partnership's customers or employees.
• Confidentiality: Each partner shall maintain the confidentiality of the Partnership's confidential information.
• Fiduciary Duties: Each partner owes a fiduciary duty of loyalty and care to the Partnership and the other partners.
• Conflict of Interest: Partners must disclose any potential conflicts of interest to the other partners.

11. Admission of New Partners

• New partners may be admitted to the Partnership with the unanimous consent of all existing partners.
• The terms of admission, including capital contributions and ownership interests, shall be determined by the partners.
• A written amendment to this Agreement shall be executed to reflect the admission of any new partner.

12. Partner Withdrawal/Expulsion/Retirement

• 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 expelled from the Partnership for cause, including [Examples of Cause], by a [Percentage]% vote of the other partners.
• Retirement: A partner may retire from the partnership if the are [Age] years of age or above.
• Buyout: Upon withdrawal, expulsion, or retirement, the withdrawing partner shall be entitled to a buyout of their interest in the Partnership, as determined in accordance with Section 14.

13. Dissolution and Winding Up

• Grounds for Dissolution: The Partnership shall dissolve upon the occurrence of any of the following events:
  • Agreement of the partners.
  • Court order.
  • Bankruptcy of a partner.
  • Death of a partner.
• Winding Up: Upon dissolution, the Partnership shall wind up its affairs and liquidate its assets.
• Distribution of Assets: The assets of the Partnership shall be distributed in the following order of priority:
  • To creditors of the Partnership.
  • To partners for the repayment of loans to the Partnership.
  • To partners for the return of their capital contributions.
  • To partners in accordance with their profit sharing ratios.
• The final accounting and reporting to state authorities will be the responsibility of [Responsible Party Name].

14. Buy-Sell Provisions

• Trigger Events: The buy-sell provisions of this Agreement shall be triggered by the following events: death, disability, bankruptcy, divorce, or voluntary sale of a partner's interest.
• Valuation: The value of a partner's interest shall be determined by [Description of Valuation Method] (e.g., appraisal, formula, set value).
• Purchase Price: The purchase price shall be equal to the value of the partner's interest as determined above.
• Funding: The purchase price shall be funded by [Description of Funding Mechanism] (e.g., insurance, installment payments).

15. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Description of Dispute Resolution Method] (e.g., negotiation, mediation, arbitration, court litigation).
• Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. Alternative State: [State Name]

16. Indemnification and Liability Limitation

• To the fullest extent permitted by Oklahoma law, no partner shall be liable to the Partnership or the other partners for any act or omission taken in good faith and in the reasonable belief that such act or omission was in the best interests of the Partnership.
• The Partnership shall indemnify and hold harmless each partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of or relating to their service as a partner, except in cases of gross negligence or willful misconduct.
• Insurance policies may be taken out in order to protect partners from liability.

17. Compliance with Oklahoma Law

• This Agreement is intended to comply with the Oklahoma Uniform Partnership Act or the Oklahoma Revised Uniform Limited Partnership Act, as applicable.
• The Partnership shall comply with all applicable federal, state (specifically Oklahoma), and local laws and ordinances.
• The Partnership must comply with all annual reporting requirements.

18. Optional Provisions

• Partner Loans/Guarantees: [Terms Regarding Partner Loans or Guarantees].
• Intellectual Property: [Terms Regarding Ownership of Intellectual Property].
• Assignment/Transfer: [Terms Regarding Assignment and Transfer of Partnership Interests].
• Amendment: This Agreement may be amended only by a written instrument signed by all of the partners.
• Succession Planning: [Details of Succession Planning].

19. Special Oklahoma Considerations

• Differences in Partner Liability: [Address Liability Differences Based on Partnership Type].
• Form of Annual Filings: [Specify Required Filings with Oklahoma Secretary of State].
• Treatment of Limited Partnership Certificates: [Address Requirements for Limited Partnership Certificates].
• Enforceability of Non-Competes: Note: Oklahoma non-competes are enforceable only if they protect a legitimate business interest and are reasonable in scope.

20. General Provisions

• 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.
• 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 parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when mailed by certified mail, return receipt requested, to the addresses set forth above.
• Electronic Signatures: 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, and may be executed and delivered electronically.
• Governing Law and Venue: This agreement shall be governed by the laws of the State of Oklahoma and the venue for any legal dispute shall be [Venue].

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

____________________________
[Partner 3 Name]

*(Add signature lines for more partners)*