Sale and Assignment of Partnership Interest | USA

Establish a general partnership with this comprehensive document template for USA partnerships.

This document serves as a comprehensive template for establishing a general partnership in the United States. It is designed to address key aspects of partnership formation, management, and dissolution, ensuring that all partners are aware of their rights and responsibilities under U.S. law.

Capital Contributions and Withdrawals

Any voluntary contributions or withdrawals of capital by a partner require the unanimous consent of all partners. This provision ensures that financial decisions impacting the partnership are agreed upon collectively, maintaining transparency and trust among the partners.

Division of Profits and Losses

All profits and losses generated by the partnership will be divided equally among the partners. This approach promotes fairness and equality, recognizing the shared efforts and contributions of each partner within the business.

Admission of New Partners

A new partner may only be admitted into the partnership if they match the initial capital contributions made by the existing partners. This requirement ensures that all partners have an equal financial stake in the business from the outset.

Dissolution of Partnership

The partnership will be dissolved under any of the following circumstances:

• upon the death, disability, or voluntary withdrawal of a partner; or
• if a partner fails to make a required capital contribution.

These conditions are set to protect the interests of the remaining partners and to provide clear guidelines for ending the partnership.

Non-Competition Agreement for Withdrawing Partners

Any partner who chooses to withdraw from the partnership must agree not to compete with the partnership. This non-competition clause is intended to safeguard the business and prevent conflicts of interest after a partner's departure.

Format and Jurisdiction

The template is available in Microsoft Word format for ease of editing and customization. It is governed by U.S. laws and is intended solely for use within the United States.

Set up a USA limited partnership between a general partner and several limited partners with this Limited Partnership Agreement template.

What are the advantages of a limited partnership structure?

A limited partnership gives the operating partner (the general partner) the opportunity to bring investors onboard as limited partners, without giving up control of the business.

The general partner manages the business and makes most decisions without needing the consent of the limited partners. In return for this autonomy, the limited partners' liability extends only to the amount they have invested in the business.

Financial Obligations of Parties

Under the terms of this Partnership Agreement, the general partner will not be required to contribute any cash to the capital of the Partnership. The limited partners must each purchase a minimum number of partnership units.

The limited partners will not be liable for the debts or liabilities of the Partnership and are not required to make additional capital contributions after their initial purchase of units.

The liability exposure of the limited partners is limited to the amount of the subscription paid by each of them for their partnership units.

Withdrawal and Assignment of Interest

The Agreement template includes provisions for withdrawal of the general partner and assignment of a partner's interest. The Partnership would have a right of first refusal to purchase the withdrawing partner's units.

Format and Jurisdiction

This Limited Partnership Agreement template is provided in MS Word format and is fully customizable to meet your specific requirements.

The legal contract is governed by U.S. laws and is intended to be used only within the United States.

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.