Partnerships and Joint Ventures
Set up a general or limited partnership, joint venture or business alliance with these affordable easy-to-use Partnership and Joint Venture Forms.
A general partnership is a business arrangement in which two or more parties pool their resources and do business together under a single name and business identity. Setting up a partnership is an easy, lower-cost alternative to incorporating. The partners share responsibility for managing the partnership's affairs.
A limited partnership is an arrangement between several limited partners (investors) and a general manager who manages the business and is personally liable for the obligations of the partnership. The liability of the limited partners is limited to the amount of their investment, so long as they are not involved in managing the partnership.
A joint venture is a business relationship between two or more parties which is in essence a short fixed-term partnership, put together for a specific project or objective. Each of the joint venturers contributes expertise, capital and/or assets to the venture.
Partnership Buyout Checklist
Before you buy out your partner's interest in your business, download and review this 6-page checklist of issues you need to consider.
- Topics include:
- valuation and financial status of the partnership business;
- alternatives to a buy-out;
- preservation of the value of the partnership;
- setting the purchase price;
- financing;
- tax and legal issues.
- Buying out a partner can be difficult and stressful. The Partnership Buyout Checklist is a handy tool to help you work through the process.
Partnership Dissolution Agreement | USA
Wind up a general partnership in the United States with this USA Partnership Dissolution Agreement.
- The partnership's books will be audited and a dissolution bank account set up, into which the capital account will be transferred, along with any additional sums necessary to pay the partnership debts and liabilities.
- One partner transfers all title and interest in the partnership's assets to the other partner, who will pay an agreed purchase price for the departing partner's interest and take over the business.
- Available in MS Word format and fully customizable.
- Intended to be used only in the United States.
PEI Joint Venture Agreement
Create a joint venture in Prince Edward Island with this template Joint Venture Agreement.
- One of the co-venturers will be the manager of the joint venture, and will be paid a management fee.
- No co-venturer may transfer their interest without the consent of the other venturers.
- If a co-venturer dies, their interest will automatically pass to their spouse or children.
- Each co-venturer has a right of first refusal and piggyback rights on the interest of the other parties, in the event of a sale or transfer.
- Any co-venturer may exercise a shot-gun (buy-sell) provision with respect to the interest of another co-venturer.
Provisions to Create Phantom Partnership Interests
Create phantom partnership interests for persons who have made significant contributions by adding these provisions to your Partnership Agreement.
- Phantom partnership units can be issued to employees, professional advisors, consultants and other parties whose contributions have been a significant factor in the business' success.
- Each holder of phantom units is deemed included as a partner, and is entitled to distributions to partners, notwithstanding that s/he is not actually a partner.
- Phantom units cannot be transferred without the consent of the General Partner.
- This form is available in MS Word format.
Real Estate General Partnership Agreement | USA
Set up a general partnership for buying, developing and leasing real estate properties with this USA Real Estate General Partnership Agreement template.
- Cash flow of the partnership will be distributed among the partners in the same proportion as profits and losses are allocated.
- If the income produced by the partnership properties is not sufficient to pay operating costs, the partners will contribute additional funds in proportion to their capital interests.
- If a partner fails to make his/her contribution, the other partners may contribute additional funds, which may be treated either as additional capital or as a loan to the defaulting partner.
- A partner may transfer all or part of his interest to or for the benefit of a spouse or descendant(s).
- If a partner wants to transfer all or part of his interest to someone other than a family member, the other partners have a first right of refusal to purchase the interest.
- The partnership can be terminated by a majority vote (based on interests). Upon termination the partnership assets will be sold and any net proceeds will be distributed to the partners in proportion to their capital interests.
- The USA Real Estate General Partnership Agreement template is available as a downloadable Microsoft Word file, which is fully customizable to meet your needs.
Real Estate Limited Partnership Agreement | USA
Create a limited partnership for purchasing investment real estate properties in the USA under this Real Estate Limited Partnership Agreement.
- In addition to cash contributions to capital, the general partners will contribute to the partnership certain real estate property under a contract for purchase and sale.
- The partnership assumes all of the purchaser's obligations under this contract, except for the payment of costs associated with the purchase transaction, which will be paid by the general partners.
- Partnership profits and losses will be distributed among or borne by the partners in proportion to their capital contributions.
- Proceeds from the sale of any property or asset held by the partnership will be allocated among the partners in amounts equal to their cash contributions, and a portion of the balance allocated proportionately among the partners in proportion to their capital contributions.
- None of the partners will receive a salary or be entitled to draws for services rendered on behalf of the partnership.
- No Limited Partner shall have the right to substitute an assignee as contributor in his place.
- This template is provided in MS Word format, and is easy to download, edit with your specific details, and print.
- This legal form is governed by the laws of the United States.
Sale and Assignment of Partnership Interest | USA
Sell your interest in a partnership with this Sale and Assignment of Partnership Interest form for United States partnerships.
- The buyer of the interest becomes a partner and assumes all of the seller's obligations under the Partnership Agreement.
- Each of the parties indemnifies the other against claims and damages.
- The form includes the consent of the remaining partners to the sale of the interest.
- The assignment is governed by the laws of the State in which the partnership was formed.
- This legal form template is fully editable to fit your specific circumstances.
Saskatchewan Joint Venture Agreement
Set up a joint venture with this template Joint Venture Agreement for Saskatchewan.
- One of the co-venturers will manage the joint venture, and will be paid a management fee.
- No co-venturer may transfer their interest without the consent of the other venturers, except upon their death when their interest will automatically pass to their spouse or children.
- Each co-venturer has a right of first refusal and piggyback rights on the interest of the other parties, in the event of a sale or transfer.
- Any co-venturer may exercise a shot-gun (buy-sell) provision with respect to the interest of another co-venturer.
- Available as a downloadable Microsoft Word file which is fully editable to meet your needs.
- Intended to be used only in the Province of Saskatchewan, Canada.
Sino-Foreign Joint Venture Agreement | China
Set up a joint venture in China with this Sino-Foreign Joint Venture Agreement, in accordance with the Management of Foreign Joint Venture Enterprise Law of the PRC.
- This joint venture can be between individuals or corporate bodies, with at least one party being resident in China.
- Any party that fails to pay in its investment by the due date is required to pay a penalty calculated as a percentage of its total investment amount.
- If one of the venturers wishes to sell all or part of its interest in the joint venture, the other party has a first right of refusal to acquire the interest.
- The board of directors appointed by the venturers will make all significant decisions for the joint venture. The chairman of the board will be the joint venture's legal representative.
- The board will appoint a general manager to be responsible for the joint venture's operations. The general manager, in turn, will appoint administrative management heads to run the day-to-day business.
- Supplies, equipment, commodities and materials will be purchased in China if all terms are equal. Any items purchased overseas must be based on the best price â„ performance mix.
- All financial audits must be done by an accountant registered and allowed to practice in China.
- This agreement is governed by the laws of the People's Republic of China.
- This is an English-language legal form. A Chinese translation of the document may be required.
- Available in MS Word format.
Sino-Foreign Limited Liability Joint Venture Contract | China
Set up a limited liability joint venture company in China with this Sino-Foreign Limited Liability Joint Venture Contract, in accordance with the Sino-Foreign Contractual Joint Venture Law.
- This joint venture is between two corporate bodies, one a Chinese national corporation and the other a foreign company.
- The parties will set up a limited liability company, which will be established as a contractual joint venture.
- The foreign company's initial capital contribution may be in cash or in kind, equipment and machinery. It will make an additional capital contribution each year.
- The national company's initial capital contribution will consist of its existing assets that it is contributing to the operations of the joint venture, including inventory, equipment, vehicles, buildings, labour, land, etc.
- If additional contributions are required, they are to take the form of shareholder loans. Each shareholder will be required to provide one-half of such additional contributions.
- The national company will be solely responsible for paying relocation costs, pension fund payments, termination costs, or any outstanding liability, tax or other debts it incurs.
- The foreign company will be responsible for assisting the joint venture in engaging foreign agents, providing capital, making any purchases the venture requires from outside of China, and selling the venture's products internationally.
- The national company will obtain all necessary approvals and permits, obtaining utilities, space and labour at the best prices, and will deal with all government officials in the course of business.
- This English language Sino-Foreign Limited Liability Joint Venture Contract template is prepared in accordance with the laws of the People's Republic of China. A Chinese translation of the document may also be required for it to be legally enforceable.
- Available in MS Word format.