South Carolina partnership agreement template

South Carolina Partnership Agreement

This South Carolina Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among:

[Partner Name 1], residing at [Partner Address 1], with contact information [Partner Contact Information 1]

[Partner Name 2], residing at [Partner Address 2], with contact information [Partner Contact Information 2]

[Partner Name 3], residing at [Partner Address 3], with contact information [Partner Contact Information 3] (collectively, the "Partners").

1. Formation of Partnership

1. 1 Type of Partnership:

• Option A: General Partnership
• Option B: Limited Partnership
• Option C: Limited Liability Partnership (LLP). To be governed by SC Code Ann. § 33-41-210 et seq.
• Option D: Limited Liability Limited Partnership (LLLP)

1. 2 Partnership Name: The name of the partnership shall be [Partnership Name] (the "Partnership"). If the Partnership operates under a name other than the names of the partners, it shall comply with South Carolina assumed name filing requirements.

1. 3 Registered Agent: The registered agent for the Partnership in South Carolina is [Registered Agent Name], located at [Registered Agent Address].

1. 4 Principal Place of Business: The principal place of business of the Partnership is [Business Address]. Additional places of business include: [Additional Business Addresses].

2. Purpose and Scope

2. 1 Primary Purpose: The purpose of the Partnership is to engage in the business of [Description of Business] (the "Business").

2. 2 Scope: The Partnership shall have the power to do all things necessary or incidental to carry out its business and affairs.

3. Term

3. 1 Effective Date: This Agreement shall become effective as of [Effective Date].

3. 2 Duration:

• Option A: The Partnership shall continue for a fixed term of [Number] years, commencing on the Effective Date.
• Option B: The Partnership shall continue until terminated as provided in this Agreement (at-will).

4. Capital Contributions

4. 1 Initial Contributions: Each Partner shall contribute the following to the capital of the Partnership:

• [Partner Name 1]: [Contribution Amount/Description]
• [Partner Name 2]: [Contribution Amount/Description]
• [Partner Name 3]: [Contribution Amount/Description]

4. 2 Valuation: Non-cash contributions shall be valued at their fair market value as of the date of contribution, as determined by [Valuation Method].

4. 3 Additional Contributions:

• Option A: Additional capital contributions shall be made only upon the unanimous consent of all Partners.
• Option B: The Managing Partner(s) may request additional contributions as needed. If a Partner fails to contribute, their ownership percentage may be diluted.

4. 4 Loans: Partners may loan money to the Partnership with the consent of [Required Consent]. Loan terms, including interest rate, shall be documented in a separate agreement.

5. Profit and Loss Allocation

5. 1 Profit and Loss Sharing: Profits and losses shall be allocated among the Partners as follows:

• [Partner Name 1]: [Percentage]%
• [Partner Name 2]: [Percentage]%
• [Partner Name 3]: [Percentage]%

5. 2 Basis for Allocation:

• Option A: Allocation shall be proportional to each Partner's capital contribution.
• Option B: Allocation shall be determined by a formula based on [Description of Formula].

5. 3 Modification: The profit and loss sharing ratios may be modified only with the unanimous written consent of all Partners.

6. Management

6. 1 Management Structure:

• Option A: The Partnership shall be managed by all Partners.
• Option B: The Partnership shall be managed by the following Managing Partner(s): [Managing Partner Names].

6. 2 Voting Rights:

• Option A: Each Partner shall have one vote.
• Option B: Voting rights shall be weighted in proportion to each Partner's ownership percentage.

6. 3 Decision Making:

• Option A: Ordinary business decisions shall require the consent of a majority of the Partners.
• Option B: Major decisions (e.g., sale of assets, incurring debt above [Dollar Amount]) shall require the unanimous consent of all Partners or a supermajority vote of [Percentage]%.

6. 4 Authority:
[Managing Partner Name] shall have the authority to [Specific Authority, e.g., execute contracts on behalf of the Partnership].
Banking authority shall be held by [Authorized Partner Names].

7. Accounting and Records

7. 1 Fiscal Year: The fiscal year of the Partnership shall end on [Date].

7. 2 Accounting Method: The Partnership shall use the [Cash/Accrual] method of accounting.

7. 3 Books and Records: The Partnership shall maintain complete and accurate books and records at its principal place of business. All Partners shall have access to these records.

7. 4 Tax Matters Partner/Partnership Representative: The Tax Matters Partner (TMP)/Partnership Representative (under IRS rules) shall be [Partner Name].

7. 5 Audit:

• Option A: The Partnership shall not be required to conduct an annual audit.
• Option B: The Partnership shall conduct an annual audit by a certified public accountant.

8. Tax Allocations and Distributions

8. 1 Tax Allocations: Taxable income, gain, loss, deduction, or credit shall be allocated to the Partners in accordance with Section 5 (Profit and Loss Allocation).

8. 2 Distributions:

• Option A: Profits shall be distributed to the Partners on a [Frequency, e.g., quarterly] basis.
• Option B: Profits shall be reinvested in the business.
• Option C: Guaranteed payments/salaries shall be paid to [Partner Name] in the amount of [Dollar Amount] per [Time Period].

8. 3 Tax Advances/Draws:

• Option A: Partners may take draws against their share of profits, subject to the approval of [Approving Party].
• Option B: The Partnership may make tax advances to Partners to cover their estimated tax liabilities.

9. Admission of New Partners

9. 1 Admission Requirements: New Partners may be admitted only with the [Required Approval, e.g., unanimous consent of all existing Partners].

9. 2 Required Contributions: New Partners shall contribute [Contribution Amount/Description] to the capital of the Partnership.

9. 3 Buy-In: New Partners shall pay a buy-in amount of [Dollar Amount].

9. 4 Documentation: New Partners shall execute a joinder agreement to this Agreement.

10. Exit and Withdrawal

10. 1 Voluntary Withdrawal: A Partner may voluntarily withdraw from the Partnership by providing [Number] months' written notice to the other Partners.

10. 2 Transferability:

• Option A: A Partner's interest in the Partnership is not transferable without the unanimous consent of the other Partners.
• Option B: A Partner may transfer their interest subject to a right of first refusal in favor of the other Partners.

10. 3 Expulsion: A Partner may be expelled from the Partnership for [Grounds for Expulsion, e.g., gross misconduct, breach of fiduciary duty] by a vote of [Percentage]% of the other Partners. Expulsion must adhere to the requirements under South Carolina law for good faith and fair dealing.

10. 4 Valuation of Interest: Upon withdrawal or expulsion, the withdrawing Partner's interest shall be valued at its fair market value as of the date of withdrawal, as determined by [Valuation Method].

10. 5 Distribution of Assets: Upon withdrawal or expulsion, the withdrawing Partner shall receive their capital account balance, subject to any offsets for debts owed to the Partnership.

11. Dissolution and Winding Up

11. 1 Events Triggering Dissolution: The Partnership shall dissolve upon the occurrence of any of the following events:

• The expiration of the term (if applicable).
• The unanimous consent of all Partners.
• The death, bankruptcy, or withdrawal of a Partner (unless the remaining Partners agree to continue the Partnership).
• As otherwise provided by the South Carolina Uniform Partnership Act.

11. 2 Winding Up: Upon dissolution, the Partnership shall wind up its affairs by:

• Liquidating its assets.
• Paying its debts and liabilities.
• Distributing the remaining proceeds to the Partners in accordance with their profit and loss sharing ratios.

12. Non-Competition and Confidentiality

12. 1 Non-Competition: During the term of the Partnership and for a period of [Number] years thereafter, no Partner shall engage in any business that competes with the Business within [Geographic Area].

12. 2 Non-Solicitation: During the term of the Partnership and for a period of [Number] years thereafter, no Partner shall solicit the clients or employees of the Partnership.

12. 3 Confidentiality: Each Partner shall maintain the confidentiality of the Partnership's business information.

13. Fiduciary Duties

13. 1 Duty of Loyalty: Each Partner owes a duty of loyalty to the Partnership and shall act in the best interests of the Partnership.

13. 2 Duty of Care: Each Partner shall exercise reasonable care in the conduct of the Partnership's business.

13. 3 Duty of Good Faith: Each Partner shall act in good faith and deal fairly with the Partnership and the other Partners.

13. 4 Self-Dealing: Any transaction between a Partner and the Partnership must be fair to the Partnership and approved by a majority of the disinterested Partners.

14. Insurance and Indemnification

14. 1 Insurance: The Partnership shall maintain [Types of Insurance, e.g., general liability, professional liability] insurance in amounts deemed adequate by the Managing Partner(s).

14. 2 Indemnification: The Partnership shall indemnify the Partners against any losses, claims, or liabilities arising out of their conduct of the Partnership's business, to the fullest extent permitted by South Carolina law.

15. Dispute Resolution

15. 1 Dispute Resolution Method:

• Option A: Negotiation.
• Option B: Mediation.
• Option C: 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.

15. 2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.

15. 3 Venue: The venue for any legal action arising out of or relating to this Agreement shall be in [County Name] County, South Carolina.

16. Amendment

16. 1 Amendment Procedure: This Agreement may be amended only by a written instrument signed by [Required Approval, e.g., all Partners].

17. Miscellaneous

17. 1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. 2 Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control.

17. 3 Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth in Section 1.

17. 4 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 shall be accepted as originals.

18. South Carolina Specific Provisions

18. 1 Compliance with South Carolina Law: This Agreement is intended to comply with the South Carolina Uniform Partnership Act.
Filings with the SC Secretary of State required: [Yes/No; specify filings if yes].
Publication or assumed name filings required: [Yes/No; specify filings if yes].

18. 2 Choice of Law: This Agreement shall be governed by the laws of the State of South Carolina, without regard to its conflict of laws principles.

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

[Partner Name 1]

[Partner Name 2]

[Partner Name 3]