Wisconsin partnership agreement template

Wisconsin Partnership Agreement

This Partnership Agreement is made and entered into as of [Date of Execution, e.g., January 1, 2024], by and among the following partners:

• [Partner 1 Name], residing at [Partner 1 Address], an [Partner 1 Entity Type, e.g., Individual]
• [Partner 2 Name], residing at [Partner 2 Address], an [Partner 2 Entity Type, e.g., LLC]
• [Partner 3 Name], residing at [Partner 3 Address], an [Partner 3 Entity Type, e.g., Corporation]

The Partners agree to form a partnership subject to the terms and conditions set forth below.

Business Name and Purpose:

• The name of the partnership shall be [Partnership Name].
• The purpose of the partnership is to [Description of Business Purpose].

Principal Place of Business:

• The principal place of business shall be located at [Principal Business Address].
• Option A: The partnership may maintain additional places of business at locations to be determined by the partners.
• Option B: The partnership shall not maintain any other places of business without unanimous consent of the partners.

Type of Partnership:

• Option A: General Partnership
• Option B: Limited Partnership
  • Designate General Partner(s): [Name(s) of General Partner(s)]
  • Designate Limited Partner(s): [Name(s) of Limited Partner(s)]
• Option C: Limited Liability Partnership (LLP)
  • Statement of Authority: The partners authorize [Name(s) of Partner(s)] to execute statements of authority on behalf of the partnership to be filed with the Wisconsin Department of Financial Institutions.

Effective Date and Term:

• The effective date of this partnership shall be [Effective Date].
• Option A: The term of this partnership shall be perpetual, commencing on the effective date.
• Option B: The term of this partnership shall be for a fixed term of [Number] years, commencing on the effective date and expiring on [Expiration Date].
• Option C: Renewal: Upon expiration of the initial term, the partnership shall automatically renew for successive terms of [Number] years, unless any partner provides written notice of non-renewal at least [Number] days prior to the expiration date.

Capital Contributions:

• Initial Contributions:
  • [Partner 1 Name] shall contribute [Dollar Amount] in cash.
  • [Partner 2 Name] shall contribute [Description of Property], which is valued at [Appraised Value].
  • [Partner 3 Name] shall contribute [Description of Services].
• Option A: Schedule of Contributions: Contributions shall be made according to the following schedule: [Contribution Schedule].
• Option B: Additional Capital Contributions: The partners may agree to make additional capital contributions as needed. Any additional contributions shall be made in proportion to their ownership interests, unless otherwise agreed.
• Option C: Loans to Partnership: If the partnership requires additional funds, the partners may, but are not required to, loan funds to the partnership. Any loans shall bear interest at a rate of [Interest Rate]%.

Ownership, Profits, and Losses:

• Ownership Interests:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Profit and Loss Sharing:
  • Option A: Profits and losses shall be shared in proportion to the partners' ownership interests.
  • Option B: Profits and losses shall be shared as follows: [Specific Allocation of Profits and Losses].
• Distributions:
  • Distributions of profits shall be made [Frequency of Distributions, e.g., quarterly].
  • Option A: Drawings: Partners may take drawings against anticipated profits, subject to approval by [Majority/Unanimous] vote of the partners.
  • Option B: No drawings will be permitted.

Management and Control:

• Voting Rights: Each partner shall have voting rights in proportion to their ownership interest.
• Management Structure:
  • Option A: All partners shall participate in the management and control of the partnership.
  • Option B: [Name(s) of Managing Partner(s)] shall be responsible for the day-to-day management of the partnership.
• Partner Duties:
  • Option A: Each partner shall devote their full time and attention to the partnership business.
  • Option B: [Name(s) of Partner(s)] shall be a silent partner and shall not be required to participate in the day-to-day management of the partnership.

Meetings and Notices:

• Meetings: Regular meetings of the partners shall be held [Frequency of Meetings].
• Notices: Written notice of all meetings shall be provided to the partners at least [Number] days prior to the meeting date.
• Quorum: A quorum for any meeting of the partners shall consist of [Percentage]% of the partners.
• Voting Thresholds:
  • Ordinary Matters: Decisions on ordinary matters shall be made by a [Majority/Supermajority] vote of the partners.
  • Extraordinary Matters: Decisions on extraordinary matters, such as [Examples of Extraordinary Matters], shall require a [Unanimous/Supermajority] vote of the partners.

Accounting and Finances:

• Banking Arrangements: The partnership shall maintain its bank accounts at [Name of Bank].
• Accounting Practices: The partnership shall maintain its books and records in accordance with generally accepted accounting principles (GAAP).
• Fiscal Year: The fiscal year of the partnership shall end on [Date, e.g., December 31].
• Audits:
  • Option A: The partnership shall conduct an annual audit of its financial statements by an independent certified public accountant.
  • Option B: The partnership will not be required to conduct an annual audit.

Partner Admission:

• Option A: No new partners may be admitted without the unanimous consent of the existing partners.
• Option B: New partners may be admitted upon the affirmative vote of [Percentage]% of the existing partners, subject to the following criteria: [Criteria for Partner Admission].
  • Buy-In Amount: Any new partner shall contribute [Dollar Amount] to the partnership as a buy-in amount.

Partner Withdrawal, Retirement, and Dissolution:

• Withdrawal:
  • Option A: A partner may withdraw from the partnership at any time by providing [Number] days' written notice to the other partners.
  • Option B: A partner may not withdraw from the partnership without the unanimous consent of the other partners.
• Retirement:
  • A partner may retire from the partnership upon reaching the age of [Age].
• Dissolution:
  • The partnership shall dissolve upon the occurrence of any of the following events:
    • The death, disability, or bankruptcy of any partner.
    • The withdrawal or expulsion of any partner.
    • The unanimous agreement of the partners.
• Buyout:
  • Upon the withdrawal, retirement, death, or disability of a partner, the remaining partners shall have the option to purchase the withdrawing partner's interest in the partnership.
  • The purchase price for the withdrawing partner's interest shall be determined as follows: [Method for Determining Buyout Price, e.g., book value, appraisal by independent appraiser].

Dispute Resolution:

• Option A: Negotiation: The partners shall attempt to resolve any disputes through good-faith negotiation.
• Option B: Mediation: If negotiation fails, the partners shall attempt to resolve any disputes through mediation.
• Option C: Arbitration: Any disputes that cannot be resolved through negotiation or mediation shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Venue for any legal action shall be [County Name] County, Wisconsin.

Assignment:

No partner may assign their interest in the partnership without the unanimous consent of the other partners.

• Option A: Right of First Refusal: If a partner desires to sell their interest in the partnership, the other partners shall have a right of first refusal to purchase the interest on the same terms and conditions offered to a third party.
• Option B: Permitted Transfers: A partner may transfer their interest to a spouse or child without the consent of the other partners.

Partner Duties and Restrictions:

• Fiduciary Duties: Each partner shall owe a fiduciary duty of loyalty and care to the partnership and the other partners, consistent with Wisconsin Statute § 178.0404.
• Option A: Non-Compete: During the term of this partnership and for a period of [Number] years following the termination of their partnership interest, no partner shall engage in any business that competes with the partnership's business within a [Number] mile radius of the partnership's principal place of business. This clause should be interpreted in accordance with Wisconsin Statute § 103.465.
• Option B: Non-Solicitation: During the term of this partnership and for a period of [Number] years following the termination of their partnership interest, no partner shall solicit the partnership's clients or employees.

Confidentiality:

Each partner shall maintain the confidentiality of the partnership's confidential information, including trade secrets, customer lists, and financial information.

This confidentiality obligation shall continue for a period of [Number] years following the termination of their partnership interest.

Insurance:

The partnership shall maintain insurance coverage, including general liability insurance, property insurance, and worker's compensation insurance, in amounts to be determined by the partners.

• Option A: Key-Man Insurance: The partnership shall obtain key-man life insurance on the lives of [Name(s) of Key Partner(s)].

Amendment:

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

Integration:

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.

Waiver:

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.

Severability:

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

Wisconsin-Specific Provisions:

• Wisconsin Uniform Partnership Law: Except as otherwise provided herein, the provisions of the Wisconsin Uniform Partnership Law, Chapter 178 of the Wisconsin Statutes, shall govern this partnership. To the extent any provision herein conflicts with Chapter 178, the terms of this Agreement shall control as permitted by law. Partners acknowledge their rights to access books and records as per Wisconsin Statute § 178.0403.
• Indemnification: To the fullest extent permitted under Wisconsin law, the partnership shall indemnify any partner who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the partnership) by reason of the fact that he or she is or was a partner, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the partnership. This indemnification is elective under Wisconsin law.
• Real Property Authority: [Include if the partnership will own real property: The partners hereby authorize [Name of Partner(s)] to execute deeds and other documents conveying real property owned by the partnership.]
• Marital Property: [Include if any partner is married and wishes to address Wisconsin's marital property laws. Consult legal counsel.]

Schedules:

• Schedule A: Partner Information
• Schedule B: Capital Accounts
• Schedule C: [Other Agreements]

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]