Wyoming partnership agreement template

Wyoming Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], and whose contact information is [Partner 1 Contact Information] (hereinafter “Partner 1”)
• [Partner 2 Name], residing at [Partner 2 Address], and whose contact information is [Partner 2 Contact Information] (hereinafter “Partner 2”)
• [Partner 3 Name (if applicable)], residing at [Partner 3 Address], and whose contact information is [Partner 3 Contact Information] (hereinafter “Partner 3”)

(Each, a "Partner" and collectively, the "Partners").

1. Partnership Type and Governing Law

The Partners hereby form a [Partnership Type, e.g., General Partnership, Limited Partnership, Limited Liability Partnership, Limited Liability Limited Partnership (LLLP)] partnership, to be governed by the Wyoming Uniform Partnership Act.

2. Purpose

The purpose of this Partnership is to engage in the following business: [Description of Partnership Purpose].

3. Principal Place of Business

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

4. Term

• Option A: Fixed Term
  • The term of this Partnership shall commence on the Effective Date and shall continue for a period of [Number] years, unless sooner terminated as provided herein. The partnership shall automatically dissolve on [Date].
• Option B: Indefinite Term
  • The term of this Partnership shall commence on the Effective Date and shall continue until terminated as provided herein.

5. Capital Contributions

Each Partner shall contribute to the capital of the Partnership the following:

• [Partner 1 Name]:
  • Amount: [Dollar Amount]
  • Form: [Cash, Property, Services (Describe)]
  • Valuation Method (if property or services): [Valuation Method Description]
• [Partner 2 Name]:
  • Amount: [Dollar Amount]
  • Form: [Cash, Property, Services (Describe)]
  • Valuation Method (if property or services): [Valuation Method Description]
• [Partner 3 Name (if applicable)]:
  • Amount: [Dollar Amount]
  • Form: [Cash, Property, Services (Describe)]
  • Valuation Method (if property or services): [Valuation Method Description]

• Option A: Further Capital Contributions
  • The Partners may be required to make additional capital contributions to the Partnership as determined by a [Percentage or Number] vote of the Partners.
• Option B: No Further Capital Contributions
  • No Partner shall be required to make any additional capital contributions to the Partnership beyond their initial contribution.

6. Ownership Interests and Profit/Loss Sharing

• Option A: Ownership Interests Equal to Capital Contributions
  • The ownership interests of the Partners shall be in proportion to their respective capital contributions.
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name (if applicable)]: [Percentage]%
  • Profits and losses shall be shared in proportion to the ownership interests.
• Option B: Unequal Ownership Interests and Profit/Loss Sharing
  • The ownership interests of the Partners shall be as follows:
    • [Partner 1 Name]: [Percentage]%
    • [Partner 2 Name]: [Percentage]%
    • [Partner 3 Name (if applicable)]: [Percentage]%
  • The profits and losses of the Partnership shall be shared as follows:
    • [Partner 1 Name]: [Percentage]%
    • [Partner 2 Name]: [Percentage]%
    • [Partner 3 Name (if applicable)]: [Percentage]%

7. Partner Roles and Responsibilities

• Option A: Equal Management
  • Each Partner shall have equal rights in the management and conduct of the Partnership business. All decisions shall require [Majority, Supermajority, Unanimous] consent.
• Option B: Designated Managing Partner(s)
  • The following Partner(s) shall be designated as Managing Partner(s): [Managing Partner(s) Name(s)].
  • The Managing Partner(s) shall have the authority to [Scope of Authority].
  • Managing Partner(s) may be removed and replaced by a [Percentage or Number] vote of the other Partners.

8. Admission of New Partners

• Option A: Restrictive Admission
  • The admission of any new Partner shall require the unanimous consent of all existing Partners. New Partners must contribute [Amount] to the Partnership and agree to be bound by this Agreement.
• Option B: Open Admission (Subject to Conditions)
  • New Partners may be admitted with a [Percentage or Number] vote of the existing Partners. New Partners must meet the following eligibility requirements: [Eligibility Requirements].

9. Withdrawal of a Partner

• Option A: Voluntary Withdrawal
  • A Partner may voluntarily withdraw from the Partnership by providing [Number] days' written notice to the other Partners.
• Option B: Involuntary Withdrawal (e.g., Death, Incapacity)
  • Upon the death, incapacity, or expulsion of a Partner, the remaining Partners shall have the option to purchase the withdrawing Partner's interest in the Partnership.
  • Buyout Price Calculation: [Book Value, Appraised Value, Formula].

10. Dissolution

• Option A: Dissolution by Agreement
  • The Partnership may be dissolved at any time by a [Percentage or Number] vote of the Partners.
• Option B: Dissolution Events
  • The Partnership shall dissolve upon the occurrence of any of the following events: [List of Dissolution Events].
  • Upon dissolution, the assets of the Partnership shall be distributed in the following order: (1) to creditors, including Partners who are creditors; (2) to repay Partners' capital contributions; and (3) any remaining assets to the Partners in proportion to their ownership interests.

11. Partner Meetings

Partner meetings shall be held [Frequency, e.g., monthly, quarterly]. Notice of meetings shall be provided at least [Number] days prior to the meeting date. A quorum shall consist of [Percentage or Number] of the Partners.

12. Banking and Financial Management

The Partnership shall maintain a bank account at [Name of Bank]. Authorized signatories on the account shall be [List of Authorized Signatories]. The Partnership shall use the [Cash or Accrual] method of accounting.

13. Books and Records

The Partnership shall keep accurate books and records at its principal place of business. Each Partner shall have the right to inspect and audit the Partnership's books and records.

14. Distributions and Withdrawals

Distributions shall be made to the Partners [Schedule, e.g., monthly, quarterly]. The Partnership shall maintain a minimum retained earnings balance of [Dollar Amount].

15. Tax Matters

[Partner Name] shall be the Tax Matters Partner. The Partnership shall comply with all applicable federal and state tax laws.

16. Indemnification

The Partnership shall indemnify each Partner against any losses, claims, or liabilities arising out of their actions on behalf of the Partnership, except in cases of gross negligence or willful misconduct.

17. Confidentiality

Each Partner shall maintain the confidentiality of the Partnership's business information.

18. Non-Compete and Non-Solicitation

• Option A: Include Non-Compete
  • During the term of this Partnership and for a period of [Number] years following its termination, each Partner agrees not to compete with the Partnership within a radius of [Number] miles from the Partnership's principal place of business.
• Option B: Omit Non-Compete
  • *This section is intentionally left blank.*

19. Intellectual Property

All intellectual property created by the Partners in connection with the Partnership's business shall be owned by the Partnership.

20. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Mediation, Arbitration, Litigation] in [City, State], according to Wyoming law.

21. Representations and Warranties

Each Partner represents and warrants that they have the authority to enter into this Agreement and that their capital contributions are free and clear of any liens or encumbrances.

22. Default and Remedies

A Partner shall be in default of this Agreement upon the occurrence of any of the following events: [List of Default Events]. In the event of a default, the non-defaulting Partners shall have the right to [Remedies, e.g., expel the defaulting Partner, force a buyout].

23. Insurance

The Partnership shall maintain the following insurance policies: [List of Insurance Policies].

24. Amendment

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

25. Miscellaneous

This Agreement constitutes the entire agreement between the Partners. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.

26. Special Wyoming Considerations

• This Partnership is formed under and shall be governed by the Wyoming Revised Uniform Partnership Act.
• If anonymity is desired, provisions are in place to protect Partner identities in filings with the Wyoming Secretary of State. Consult with legal counsel to ensure proper structuring.
• The Partnership acknowledges that Wyoming does not have a state income tax.
• The Partnership's registered agent and registered office are: [Registered Agent Name], [Registered Office Address].
• [Optional: Addenda for special Wyoming partnership forms (such as LLLPs)]
• [Optional: Provisions relating to Wyoming's unique asset protection laws.]

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

____________________________
[Partner 3 Name (if applicable)]