Vermont joint venture agreement template
View and compare the Free version and the Pro version.
Help Center
Need to learn how to convert downloaded contract DOCX files to PDF or add electronic signatures? Please visit our Help Center for detailed guidance.
How Vermont joint venture agreement Differ from Other States
-
Vermont law requires clear written consent for joint ventures to limit liability, which is not always mandatory in other states.
-
Vermont subjects joint ventures to unique state tax registration rules, including additional reporting requirements not found elsewhere.
-
Dispute resolution clauses in Vermont often prioritize mediation or arbitration within the state, differing from the practices of many other states.
Frequently Asked Questions (FAQ)
-
Q: Is a written joint venture agreement required in Vermont?
A: While not required by law, a written joint venture agreement is strongly recommended to ensure clarity and protect all parties.
-
Q: Are Vermont joint ventures taxed separately from their members?
A: Generally, Vermont does not treat joint ventures as separate taxable entities; members report income on their own returns.
-
Q: Can a Vermont joint venture be formed between individuals and companies?
A: Yes, Vermont allows both individuals and business entities to enter into joint ventures together, subject to agreement terms.
HTML Code Preview
Vermont Joint Venture Agreement
This Vermont Joint Venture Agreement is made and entered into as of this [Date], by and between:
[Name of Venturer 1], residing at [Address of Venturer 1], hereinafter referred to as "Venturer 1"; and
[Name of Venturer 2], residing at [Address of Venturer 2], hereinafter referred to as "Venturer 2".
1. Formation and Legal Structure
Option A: General Partnership
The parties hereby form a general partnership under the laws of Vermont, pursuant to Title 11, V.S.A. Chapter 23, known as the Vermont Uniform Partnership Act.
Option B: Limited Partnership
The parties hereby form a limited partnership under the laws of Vermont, pursuant to Title 11, V.S.A. Chapter 21, known as the Vermont Uniform Limited Partnership Act. [Name of General Partner(s)] shall be the general partner(s), and [Name of Limited Partner(s)] shall be the limited partner(s).
Option C: Limited Liability Company (LLC)
The parties will form a new Vermont Limited Liability Company (LLC) under Vermont statutes. The LLC's name will be [LLC Name]. The Operating Agreement will detail the operational structure, management and dissolution of the LLC.
2. Name and Principal Place of Business
The name of the Joint Venture shall be [Joint Venture Name].
The principal place of business of the Joint Venture shall be located at [Address], Vermont.
If the primary location is outside of Vermont but business will be conducted within the state, the Joint Venture must register as a foreign entity with the Vermont Secretary of State’s office and comply with all Vermont business regulations.
3. Purpose and Scope
The purpose of this Joint Venture is to [Detailed Description of Business Purpose].
The scope of permitted activities includes [List of Permitted Activities].
Target markets include [List of Target Markets].
4. Term and Duration
Option A: Fixed Term
The term of this Joint Venture shall commence on [Start Date] and shall continue for a period of [Number] years, unless earlier terminated as provided herein.
Option B: Event-Based Termination
The term of this Joint Venture shall commence on [Start Date] and shall continue until the occurrence of the following event(s): [Description of Termination Events].
5. Capital Contributions
Venturer 1 shall contribute the following:
Cash: [$ Amount]
Property: [Description of Property], with an appraised value of [$ Amount]. Title to the property shall be transferred to the Joint Venture pursuant to Vermont law.
Services: [Description of Services], valued at [$ Amount]
Venturer 2 shall contribute the following:
Cash: [$ Amount]
Property: [Description of Property], with an appraised value of [$ Amount]. Title to the property shall be transferred to the Joint Venture pursuant to Vermont law.
Services: [Description of Services], valued at [$ Amount]
Additional Funding: Procedures for capital calls, consequences of non-contribution, and rebalancing of ownership percentages related to additional contributions will follow Vermont law, ensuring any adjustments are documented and fair.
6. Ownership and Distribution
Venturer 1 shall have a [Percentage]% ownership interest in the Joint Venture.
Venturer 2 shall have a [Percentage]% ownership interest in the Joint Venture.
Profits and losses shall be distributed in proportion to the ownership percentages.
Distributions will be made [Frequency, e.g., quarterly], following Vermont tax law and apportionment formulas, including any obligations for Vermont Composite Tax Returns.
7. Management
Option A: Centralized Management
The management of the Joint Venture shall be vested in a Management Committee consisting of [Number] members, with [Number] members appointed by Venturer 1 and [Number] members appointed by Venturer 2.
Option B: Individual Managers
[Name of Manager] shall be the manager of the Joint Venture with the authority to [Description of Authority].
Formal meetings will be held [Frequency] with notice given [Number] days in advance. Quorum requires [Percentage] of the partners.
8. Tax Matters
The Joint Venture shall file all required Vermont state partnership tax filings and comply with all Vermont partnership income tax obligations.
[Name of Partner] is designated as the Partnership Representative for federal tax purposes.
[Name of Agent], residing at [Address of Agent] is designated as the Vermont agent for service of process.
9. Deadlock Resolution
In the event of a deadlock, the parties agree to first attempt to resolve the dispute through mediation in [City, Vermont].
If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in [City, Vermont], in accordance with the rules of the American Arbitration Association.
Court selection for jurisdiction shall be [Court Name and Location].
10. Admission of New Partners
No new partners shall be admitted to the Joint Venture without the unanimous written consent of all existing partners.
Existing partners have the right of first refusal to acquire the interest of a partner intending to withdraw.
11. Restrictive Covenants
During the term of this Joint Venture and for a period of [Number] years thereafter, each partner agrees not to compete with the Joint Venture within a [Number] mile radius of [Location], consistent with Vermont statute and local business practices.
All partners agree to hold confidential all proprietary information related to the Joint Venture.
12. Liability
As a [Legal Structure, e.g., general] partnership, all partners share unlimited liability for the debts and obligations of the Joint Venture. (If Limited Partnership, state: Limited partners’ liability is limited per Vermont law if they do not participate in control).
Each partner shall indemnify the other against any losses, damages, or liabilities arising out of their actions or omissions in connection with the Joint Venture.
13. Books and Records
The Joint Venture shall maintain accurate and complete books and records, in accordance with generally accepted accounting principles (GAAP) and Vermont-specific recordkeeping standards.
All partners shall have access to the books and records at all reasonable times.
14. Insurance
The Joint Venture shall maintain [Type of Insurance] insurance coverage in an amount of [$ Amount].
15. Amendments
This Agreement may be amended only by a written instrument signed by all partners, consistent with Vermont law.
16. Dissolution
Upon dissolution of the Joint Venture, the assets shall be distributed in accordance with Vermont statutory requirements for partnership liquidation.
17. Compliance with Laws
The Joint Venture shall comply with all applicable local ordinances, business registration requirements, industry regulations, labor laws, environmental laws, and sector-specific mandates prevalent in Vermont.
18. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
19. 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.
IN WITNESS WHEREOF, the parties have executed this Vermont Joint Venture Agreement as of the date first written above.
____________________________
[Name of Venturer 1]
____________________________
[Name of Venturer 2]
