Virginia partnership agreement template

Virginia Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], with contact information [Partner 1 Phone] and [Partner 1 Email].
• [Partner 2 Name], residing at [Partner 2 Address], with contact information [Partner 2 Phone] and [Partner 2 Email].
• [Partner 3 Name (if applicable)], residing at [Partner 3 Address], with contact information [Partner 3 Phone] and [Partner 3 Email].

The principal place of business of the partnership shall be located at [Partnership Business Address].

• Option A: This Agreement is governed by the Virginia Uniform Partnership Act.
• Option B: This Agreement is governed by the Virginia Revised Uniform Partnership Act.

The parties agree as follows:

• Partnership Type:
  • Option A: General Partnership.
  • Option B: Limited Partnership (file required with Virginia State Corporation Commission).
  • Option C: Limited Liability Partnership (file required with Virginia State Corporation Commission).
  • Option D: Limited Liability Limited Partnership (file required with Virginia State Corporation Commission).

• Partnership Purpose:
  • Option A: The purpose of the partnership is to engage in the business of [Description of Business Activity].
  • Option B: The purpose of the partnership is limited to [Specific Project Description].

• Partnership Duration:
  • Option A: The partnership shall commence on the date hereof and continue for a term of [Number] years.
  • Option B: The partnership shall commence on the date hereof and continue until terminated as provided herein. (At-Will)

• Capital Contributions:
  • Each partner shall contribute capital to the partnership as follows:
    • [Partner Name]: [Amount] in cash and/or [Description of Property/Services], valued at [Dollar Value].
    • [Partner Name]: [Amount] in cash and/or [Description of Property/Services], valued at [Dollar Value].
  • Option A: Capital contributions shall be made by [Date].
  • Option B: Capital contributions shall be made according to the following schedule: [Contribution Schedule].
  • Additional Capital Contributions:
    • Option A: No additional capital contributions shall be required.
    • Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the partners. Failure to contribute will result in [Consequences of Failure to Contribute].

• Ownership and Profit/Loss Sharing:
  • The partners shall share in the profits and losses of the partnership in the following proportions:
    • [Partner Name]: [Percentage]%.
    • [Partner Name]: [Percentage]%.
  • Option A: Losses exceeding a partner’s capital account shall be allocated [Allocation Method].
  • Option B: Losses exceeding a partner’s capital account shall not be allocated.
  • Amendments to Profit Sharing: Any modification to profit/loss sharing requires a written agreement signed by [Required Percentage/All] of the partners.

• Management and Decision-Making:
  • Option A: Management shall be vested in all partners. Each partner shall have one vote.
  • Option B: Management shall be vested in a Managing Partner: [Managing Partner Name].
  • Quorum: A quorum for any meeting of the partners shall consist of [Number or Percentage]% of the partners.
  • Major Decisions: The following actions require the approval of [Percentage]% of the partners:
    • Admitting a new partner.
    • Dissolving the partnership.
    • Incurring debt exceeding [Dollar Amount].

• Partner Duties and Obligations:
  • Each partner shall owe to the partnership a fiduciary duty of loyalty and care as defined under Virginia law.
  • Option A: Partners shall not compete with the partnership during the term of this agreement and for [Number] years thereafter within [Geographic Area].
  • Option B: Partners' duties and obligations will be defined by the Virginia Uniform Partnership Act.
  • Partner Meetings: Partner meetings will be held [Frequency], with notice provided [Number] days in advance.

• Partner Admission:
  • A new partner may be admitted to the partnership upon the unanimous written consent of the existing partners.
  • A new partner shall contribute capital in the amount of [Dollar Amount] and shall receive a [Percentage]% interest in the partnership.
  • Option A: A formal due diligence process regarding any new partner is required before admission.
  • Option B: No formal due diligence is required.

• Partner Withdrawal:
  • A partner may withdraw from the partnership by giving [Number] days written notice to the other partners.
  • Upon withdrawal, the withdrawing partner shall be entitled to receive the value of his/her partnership interest as determined by [Valuation Method].
  • Option A: Buyout shall be paid in a lump sum within [Number] days of withdrawal.
  • Option B: Buyout shall be paid in installments over [Number] months.
  • Death or Incapacity: In the event of a partner's death or incapacity, their partnership interest will be handled according to [Succession Plan or Buyout Agreement].
  • Involuntary Withdrawal/Expulsion: A partner may be expelled by unanimous vote of the other partners for [Reasons for Expulsion], subject to the same buyout provisions as voluntary withdrawal.

• Dissolution:
  • The partnership shall dissolve upon the occurrence of any of the following events:
    • Agreement of all partners.
    • The death or incapacity of a partner (unless the remaining partners elect to continue the partnership).
    • [Other Triggering Events].
  • Winding Up: Upon dissolution, the assets of the partnership shall be liquidated, and the proceeds shall be distributed in the following order:
    • To creditors of the partnership.
    • To partners in proportion to their capital accounts.
    • To partners in proportion to their profit-sharing percentages.
  • Option A: Remaining partners can continue the partnership after dissolution by unanimous agreement.
  • Option B: The partnership must be dissolved if dissolution occurs.

• Accounting and Financial Reporting:
  • The fiscal year of the partnership shall end on [Date].
  • The partnership shall use the [Cash/Accrual] method of accounting.
  • Financial statements shall be prepared [Frequency] and provided to the partners.
  • All partners have access to the partnership's books and records.

• Banking Arrangements:
  • The partnership shall maintain bank accounts at [Bank Name].
  • All checks and withdrawals shall require the signature of [Required Signatures].
  • Authority to incur debt requires approval from [Percentage or Number] of partners.

• Tax Treatment:
  • The partnership shall elect to be taxed as a partnership for federal and Virginia income tax purposes.
  • The Tax Matters Partner (or Partnership Representative, if applicable) shall be [Partner Name].
  • All partners will receive a Schedule K-1 detailing their share of income, losses, deductions, and credits.
  • Option A: The Partnership will handle all necessary tax filings for itself.
  • Option B: Each partner is individually responsible for their tax obligations.

• Transfer of Partnership Interests:
  • No partner may transfer his/her partnership interest without the prior written consent of [Percentage]% of the other partners.
  • Option A: The other partners shall have a right of first refusal to purchase the transferring partner's interest.
  • Option B: Transfer of interests is freely permitted with notification of the other partners.

• Insurance and Indemnification:
  • The partnership shall maintain [Type] liability insurance in the amount of [Dollar Amount].
  • Option A: The partnership shall indemnify the managing partner(s) against all liabilities arising from their management of the partnership.
  • Option B: Indemnification is limited to gross negligence or willful misconduct.

• Dispute Resolution:
  • This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.
  • Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Virginia].
  • Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, Virginia].
  • Option C: Any dispute arising out of or relating to this Agreement shall be resolved in the courts of [City, Virginia].

• Integration, Amendment, and Waiver:
  • This Agreement constitutes the entire agreement among the partners with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
  • This Agreement may be amended only by a writing signed by [Percentage]% of the partners.
  • No waiver of any provision of this Agreement shall be valid 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.

• Assignment:
  • Option A: This Agreement shall not be assignable by any partner without the prior written consent of all other partners.
  • Option B: This Agreement may be freely assigned.

• 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. Facsimile or electronically scanned and transmitted copies of signatures shall be acceptable and binding for all purposes.

• Virginia-Specific Compliance:
  • This Agreement is intended to comply with the Virginia Uniform Partnership Act or the Virginia Revised Uniform Partnership Act, as applicable.
  • Option A: The Partnership's Registered Agent and Office in Virginia is: [Name and Address of Registered Agent].
  • Option B: (If conducting business primarily outside of Virginia) The Partnership will comply with all Virginia regulations as required.

• Confidentiality:
  • Each partner agrees to hold confidential all confidential information of the partnership.

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 (if applicable)]