West Virginia partnership agreement template

West Virginia Partnership Agreement

This Partnership Agreement is made and entered into as of [Date], by and among the parties listed below, residing or having a principal place of business in West Virginia.

• [Partner 1 Name], residing at [Partner 1 Address]
• [Partner 2 Name], residing at [Partner 2 Address]
• [Partner 3 Name], residing at [Partner 3 Address] (Add additional partners as needed)

1. Formation and Governing Law

This agreement forms a general partnership under the laws of West Virginia, specifically the West Virginia Uniform Partnership Act.

• Option A: The parties hereby agree to form a general partnership.
• Option B: The parties hereby agree to form a limited liability partnership, subject to the provisions of West Virginia law governing LLPs, and upon proper registration with the West Virginia Secretary of State.

2. Partnership Name and Principal Place of Business

The name of the partnership shall be [Partnership Name].

• Option A: The principal place of business shall be located at [Partnership Address], West Virginia.
• Option B: The partnership may establish such other places of business as the partners may from time to time determine.

3. Purpose

The purpose of the partnership is to engage in the business of [Description of Business].

4. Effective Date and Term

This agreement shall become effective as of [Effective Date].

• Option A: The term of this partnership shall be perpetual unless sooner terminated as provided herein.
• Option B: The term of this partnership shall be for a fixed period of [Number] years, commencing on the effective date. Upon expiration of said term, the partnership shall dissolve unless otherwise agreed in writing by all partners.

5. Capital Contributions

The initial capital contributions of each partner are as follows:

• [Partner 1 Name]: [Dollar Amount] and/or [Description of Property]
• [Partner 2 Name]: [Dollar Amount] and/or [Description of Property]
• [Partner 3 Name]: [Dollar Amount] and/or [Description of Property]

• Option A: Additional capital contributions may be required upon the written agreement of all partners.
• Option B: Partners may make loans to the partnership, with interest accruing at a rate of [Percentage] percent per annum.

6. Allocation of Profits and Losses

Profits and losses of the partnership shall be allocated among the partners as follows:

• Option A: In proportion to their respective capital contributions.
• Option B: [Partner 1 Name]: [Percentage]%, [Partner 2 Name]: [Percentage]%, [Partner 3 Name]: [Percentage]%.

• Option A: Distributions of profits shall be made [Frequency] (e.g., quarterly, annually).
• Option B: Distributions shall be made at the discretion of the managing partner(s), subject to applicable law.

7. Management and Authority

• Option A: All partners shall participate in the management and control of the partnership. Decisions shall be made by a [Majority/Supermajority/Unanimous] vote of the partners.
• Option B: [Managing Partner Name] shall be the managing partner and shall have the authority to make day-to-day decisions for the partnership.

• Option A: Each partner shall have one vote on partnership matters.
• Option B: Voting rights shall be proportional to each partner’s percentage ownership of the partnership.

8. Rights and Obligations of Partners

Each partner shall owe a fiduciary duty of loyalty and care to the partnership and the other partners, as required by West Virginia law. Each partner shall have the right to access the partnership’s books and records.

• Option A: Partners shall devote their full time and attention to the partnership business.
• Option B: Partners may engage in other business activities, provided they do not conflict with the interests of the partnership.
• Option C: Non-compete: During the term of this agreement and for a period of [Number] years following its termination, no partner shall engage in any business that competes with the business of the partnership within a [Number] mile radius of the partnership’s principal place of business.

9. Admission of New Partners

No new partner shall be admitted to the partnership without the [Majority/Supermajority/Unanimous] written consent of the existing partners. Any new partner must contribute capital as agreed upon by the existing partners.

10. Transfer and Assignment of Interests

No partner may transfer or assign their partnership interest without the [Majority/Supermajority/Unanimous] written consent 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: Any transfer or assignment without consent shall be void.

11. Withdrawal, Expulsion, or Retirement

A partner may withdraw, retire, or be expelled from the partnership as follows:

• Option A: Voluntary Withdrawal: A partner may withdraw upon [Number] days written notice to the other partners.
• Option B: Expulsion: A partner may be expelled for cause by a [Majority/Supermajority/Unanimous] vote of the other partners. Cause shall include [Definition of Cause].
• Option C: Upon withdrawal, expulsion or retirement, the withdrawing partner shall be entitled to receive the fair market value of their partnership interest, as determined by [Method of Valuation].

12. Dissolution and Winding Up

The partnership shall dissolve upon the occurrence of any of the following events:

• The expiration of the term, if any.
• The written agreement of all partners.
• The death, bankruptcy, or adjudication of incompetence of a partner, subject to the provisions of West Virginia law.
• Any event that makes it unlawful for the partnership to continue.

Upon dissolution, the assets of the partnership shall be liquidated, and the proceeds shall be distributed in accordance with West Virginia law, first to creditors, then to partners in proportion to their capital accounts.

13. Dispute Resolution

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

• Option A: Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City], West Virginia.
• Option C: Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The venue for any arbitration shall be [City], West Virginia.

14. Taxes

The partnership shall be responsible for all applicable federal, state, and local taxes. The partnership shall designate a tax matters partner ([Tax Matters Partner Name]) who shall be responsible for filing all necessary tax returns.

15. Banking

The partnership shall maintain a bank account at [Bank Name]. All checks and withdrawals from the account shall require the signature of [Authorized Signatory].

16. Insurance and Indemnification

The partnership shall maintain adequate liability insurance to protect the partnership and its partners from liability. The partnership shall indemnify and hold harmless each partner from any and all claims, losses, and expenses arising out of the partner’s actions on behalf of the partnership, to the extent permitted by West Virginia law.

17. Amendments

This agreement may be amended only by a written instrument signed by all of the partners.

18. Confidentiality and Intellectual Property

All information relating to the partnership business shall be kept confidential by the partners. Any intellectual property created during the course of the partnership shall be owned by the partnership.

• Option A: Partner may utilize the knowledge learned during the duration of the partnership after dissolution.
• Option B: Partner must maintain confidentiality for a period of [Number] years after dissolution.

19. Compliance with Laws

The partnership shall comply with all applicable federal, state, and local laws, including West Virginia business registration requirements.

20. Related Party Transactions

Any transaction between the partnership and a partner, or a relative of a partner, shall be subject to full disclosure and approval by a [Majority/Supermajority/Unanimous] vote of the other partners.

21. Meetings

The partners shall hold regular meetings at least [Frequency]. Minutes of each meeting shall be recorded and maintained by [Person Responsible].

22. Miscellaneous

This agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written. This agreement shall be governed by and construed in accordance with the laws of West Virginia. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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. All notices required or permitted under this agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

23. Acknowledgement

Each partner acknowledges that they have read this agreement, understand it, and agree to be bound by its terms and conditions.

Signatures:

_______________________________

[Partner 1 Name]

_______________________________

[Partner 2 Name]

_______________________________

[Partner 3 Name]

(Add signature blocks for additional partners as needed.)