Texas joint venture agreement template

Texas Joint Venture Agreement

This Texas Joint Venture Agreement (the "Agreement") is made and effective as of [Effective Date], by and between:

[Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as "Partner 1"; and

[Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as "Partner 2."

Each of Partner 1 and Partner 2 may be referred to individually as a "Partner" and collectively as the "Partners."

This Agreement shall be titled [Joint Venture Name].

1. Formation and Type of Joint Venture

The Partners hereby form a joint venture (the "Joint Venture") pursuant to the Texas Business Organizations Code (the "TBOC").

Option A: General Partnership

The Joint Venture shall be a general partnership.

Option B: Limited Partnership

The Joint Venture shall be a limited partnership, with [Partner Name(s)] as the general partner(s) and [Partner Name(s)] as the limited partner(s).

Option C: Other Texas-Recognized Structure: [Specify Structure e.g., Limited Liability Partnership]

The Joint Venture shall be formed as [Specify Structure e.g., Limited Liability Partnership] in accordance with the TBOC.

2. Purpose and Scope

The purpose of the Joint Venture is to [Describe Purpose] in the State of Texas.

Option A: Specific Project

The scope of the Joint Venture is limited to the following project: [Describe Project].

Option B: Defined Duration

The term of the Joint Venture shall commence on the Effective Date and shall continue for a period of [Number] years, unless sooner terminated as provided herein.

Option C: Indefinite Duration

The term of the Joint Venture shall be indefinite, commencing on the Effective Date, unless sooner terminated as provided herein.

The Joint Venture's principal place of business in Texas is located at [Address].

3. Capital Contributions

Each Partner shall contribute capital to the Joint Venture as follows:

Partner 1: [Description of Contribution], valued at [Dollar Amount].

Partner 2: [Description of Contribution], valued at [Dollar Amount].

Option A: Cash Contributions

Each Partner shall contribute the initial capital within [Number] days of the Effective Date.

Option B: In-Kind Contributions

In-kind contributions shall be valued at fair market value as determined by [Valuation Method], consistent with Texas property law.

Option C: Future Contributions

Additional capital contributions may be required from time to time upon the written request of the Managing Partner and approval by [Percentage]% of the Partners.

Consequences of Non-Contribution: [Describe consequences of failure to make required capital contribution, e.g., dilution of ownership interest, default provision].

4. Ownership, Voting, and Profit/Loss Sharing

The ownership percentages, voting percentages, and profit/loss sharing ratios shall be as follows:

Partner 1:

Ownership Percentage: [Percentage]%

Voting Percentage: [Percentage]%

Profit/Loss Sharing Ratio: [Percentage]%

Partner 2:

Ownership Percentage: [Percentage]%

Voting Percentage: [Percentage]%

Profit/Loss Sharing Ratio: [Percentage]%

Capital interests and profit interests are distinct and allocated as outlined above, consistent with Texas partnership law.

5. Management

The management of the Joint Venture shall be vested in [Managing Partner Name(s) or Management Committee].

Option A: Managing Partner

[Managing Partner Name] is designated as the Managing Partner and shall have the authority to manage the day-to-day operations of the Joint Venture.

Option B: Management Committee

A Management Committee comprised of [Number] members, with Partner 1 appointing [Number] members and Partner 2 appointing [Number] members, shall oversee the management of the Joint Venture.

A Texas agent for service of process is [Name] located at [Address].

Limitations on Authority: [Describe any limitations on the Managing Partner's or Management Committee's authority, especially regarding actions outside the ordinary course of business.]

6. Voting and Decision-Making

Decisions of the Joint Venture shall require the affirmative vote of [Percentage]% of the Partners, unless otherwise specified herein.

Option A: Quorum

A quorum for any meeting of the Partners shall consist of Partners holding at least [Percentage]% of the voting interests.

Option B: Frequency of Meetings

Meetings of the Partners shall be held [Frequency].

Option C: Supermajority Vote

The following actions shall require a supermajority vote of [Percentage]% of the Partners: [List actions requiring supermajority vote, e.g., amending the agreement, admitting new partners, dissolution, or borrowing above a threshold amount.]

Minutes of all meetings shall be maintained, as required under Texas law.

7. Admission and Transfer of Interests

No Partner may transfer their interest in the Joint Venture without the prior written consent of the other Partners, except as provided herein.

Option A: Preemptive Rights

The Partners shall have preemptive rights to purchase any interest proposed to be transferred.

Option B: Right of First Refusal

The Partners shall have a right of first refusal to purchase any interest proposed to be transferred, based on the terms offered by a third party.

Spousal Consent: Any transfer of interest must comply with Texas community property law, including spousal consent where required.

Assignment Restrictions: [Specify any assignment restrictions].

8. Distributions

Distributions of profits and cash shall be made to the Partners in proportion to their profit sharing ratios, as outlined in Section 4.

Option A: Timing of Distributions

Distributions shall be made [Frequency].

Option B: Priority of Distributions

Distributions shall be made in the following priority: [Specify priority, e.g., repayment of loans, return of capital.]

Treatment of losses exceeding capital: [Describe treatment of losses exceeding capital].

Compliance with Texas tax reporting and withholding obligations will be strictly adhered to.

9. Tax Matters

The Joint Venture shall comply with all applicable Texas franchise tax and federal income tax laws.

[Partner Name] is designated as the Tax Matters Partner/Partnership Representative.

The Joint Venture shall prepare and distribute Schedule K-1s to the Partners annually.

Procedures for handling IRS or Texas State Comptroller audits: [Describe procedures].

10. Representations and Warranties

Each Partner represents and warrants that:

They have the authority to enter into this Agreement.

They have the lawful ability to own or lease real property in Texas, if applicable.

They will comply with all applicable Texas licensing or permit requirements.

This is a non-employee partnership, and no employer-employee relationship is created.

Any applicable non-compete/non-solicitation agreements are enforceable under Texas law.

11. Liability and Indemnification

Partners acknowledge joint and several liability under Texas partnership law.

Indemnification: [Describe indemnification obligations for acts outside partnership authority].

Limitation of Liability: [Describe any limitations of liability for specified acts].

The Joint Venture shall maintain adequate insurance coverage for its activities in Texas, compliant with the Texas Insurance Code.

12. Withdrawal, Removal, and Expulsion

A Partner may withdraw from the Joint Venture upon [Number] days written notice to the other Partners.

Option A: Removal

A Partner may be removed for cause by a vote of [Percentage]% of the remaining Partners.

Option B: Expulsion

A Partner may be expelled for [Describe reasons for expulsion] by a vote of [Percentage]% of the remaining Partners.

Repurchase of Partnership Interest: Upon withdrawal, removal, or expulsion, the Joint Venture shall repurchase the Partner's interest at a price determined by [Valuation Method, e.g., fair market value appraisal], in accordance with Texas law.

Allocation of Ongoing Liabilities: [Describe allocation of ongoing liabilities upon withdrawal, removal, or expulsion].

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

First, the Partners shall attempt to resolve the dispute through good-faith negotiation.

If negotiation fails, the dispute shall be submitted to mandatory mediation in [City, Texas].

If mediation fails, the dispute shall be resolved by binding arbitration in [City, Texas], in accordance with the rules of the American Arbitration Association.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Exclusive jurisdiction and venue for any legal proceedings shall be in the state and federal courts located in [County Name] County, Texas.

Equitable/injunctive relief is permitted as allowed by Texas statute.

14. Dissolution and Winding Up

The Joint Venture shall dissolve upon the occurrence of any of the following events:

Completion of the Joint Venture's purpose.

Unanimous written consent of the Partners.

Bankruptcy of a Partner, subject to applicable provisions of the TBOC.

Other triggers under Texas law: [Specify any other triggers].

Upon dissolution, the Joint Venture shall be wound up in accordance with the TBOC, including filing the necessary documents with the Texas Secretary of State.

Asset liquidation and distribution shall be in the order of priority established by Texas law.

15. Compliance

The Joint Venture shall comply with all applicable Texas laws, including registration/assumed name (DBA) filings with the Texas Secretary of State and applicable counties.

The Joint Venture shall obtain and maintain all necessary state and local licenses and permits.

Compliance with specific industry regulatory requirements in Texas: [Specify regulatory requirements relevant to the specific industry, e.g., construction licensing, oil & gas regulation, real estate broker registration, healthcare licenses.]

16. Confidentiality

Each Partner agrees to hold confidential all information relating to the Joint Venture.

Intellectual property ownership and use: [Describe ownership and use of intellectual property].

Non-circumvention: [Describe non-circumvention obligations].

17. Accounting and Recordkeeping

The Joint Venture shall maintain separate accounting, banking, and recordkeeping.

Each Partner shall have the right to access the books and records of the Joint Venture.

Annual reporting and tax filing shall be conducted in compliance with Texas standards.

18. Environmental, Safety, and Regulatory

The Joint Venture shall comply with all applicable environmental laws, workplace safety regulations, and other regulatory requirements in Texas.

Specific Texas Industry/Locality Requirements: [Specify any relevant local or industry-specific requirements, such as TCEQ regulations or OSHA standards].

19. Insurance

The Joint Venture shall maintain adequate insurance coverage, including liability, workers compensation, and property insurance, as typical for Texas business ventures and in compliance with the Texas Insurance Code.

Insurance Requirements: [Specify minimum coverage amounts and types of insurance].

20. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above.

Partnership records maintenance location: [Specify location in compliance with Texas Business Organizations Code].

21. Amendments

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

22. Community Property

To the extent applicable, the Partners acknowledge the effect of Texas community property law.

Partner Spouses: [Include provisions addressing interaction with Texas community property law regarding partner spouses and marital property rights if applicable].

23. Registered Agent

The registered agent of the Joint Venture is [Name], located at [Address] within Texas.

24. No Agency

Nothing in this Agreement shall be construed to create an agency or joint employment relationship beyond the scope of this Joint Venture.

25. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

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

____________________________

[Partner 1 Name]

____________________________

[Partner 2 Name]

State of Texas

County of [County Name]

Before me, the undersigned authority, on this day personally appeared [Partner Name], known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office, this [Day] day of [Month], [Year].

____________________________

Notary Public, State of Texas

My Commission Expires: [Date]

*Schedule A: List of Contributed Property/Assets with Legal Descriptions* [Attach Schedule].