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LOCATED IN THE STATE OF WASHINGTON (How to Start a Business)

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___________________ PARTNERSHIP AGREEMENT
LOCATED IN THE STATE OF WASHINGTON
The signatories below hereby agree to enter into this agreement of partnership on this
________ day of ________________, 20_______, (hereafter collectively referred to as
the "Partners and separately"). The name of the partnership shall be
“_____________________________________”,
(Check One)
☐ - a _____________________ Partnership (hereinafter referred to as “the
Partnership”).
☐ - a _____________________ Limited Partnership (hereinafter referred to as “the
Partnership”) ________________________ shall be the General Partner of the
Partnership.
☐ - a _____________________ Limited Liability Partnership (hereinafter referred
to as “the Partnership”) ___________________________________ shall be the
Managing Partner of the Partnership.
IT IS AGREED AS FOLLOWS:
1. Purpose: The purpose of the Partnership is to engage in
_______________________________________ and any other lawful purpose.
2. Registration: The Partners shall cause to be filed with the State of Washington
any required certificates or other documentation reflecting the status of the
Partnership as a:
(Check One)
☐ - _______ PARTNERSHIP AGREEMENT
☐ - _______ LIMITED LIABILITY PARTNERSHIP AGREEMENT
☐ - _______ PARTNERSHIP AGREEMENT
3. Office: The principal place of business of the Partnership is
_________________________, City of _________________, State of
Washington or such other place as the Partnership may hereinafter determine.
4. Term: The term of the Partnership shall commence on the date set forth above
and continue thereafter for a term of ___________________ years, unless sooner
terminated by law or as provided herein.
5. Capitalization: The initial capitalization of the Partnership shall be
______________ dollars ($_____________), made up of the initial cash amounts
contributed by each partner such amounts and percentages set forth next to each
Partner’s name on Schedule A. The capital of the Partnership shall be the
aggregate amount of capital contributions made to it by the Partners. Contributions
to the capital of the Partnership shall not bear interest. In the event that a Partner
advances money to the Partnership in excess of the amounts provided for herein,
such advancement shall be considered a loan to the Partnership and shall have
payment terms agreed upon by the Partnership. No partner shall be obligated to
make any additional capital contributions except as otherwise set forth herein.
6. Capitalization Call:
(Check One)
☐ - Partnership: If _____% of the Partners vote that additional
capitalization is required, the Partners shall send out a notice (“Call
Notice”) to each partner specifying the proportional amount required. The
proportional share is determined by multiplying the total amount required
for the additional capitalization by the percentage interest set forth next to
each Partner’s name on Schedule A. The Partners vote as to additional
capital shall be binding on each Partner.
☐ - Limited Partnership: The General Partner may from time to time
determine that additional capitalization is required and send out a notice
(“Call Notice”) to each Partner, setting forth the proportional amount each
Partner is required to contribute. The proportional share is determined by
multiplying the total amount required for the additional capitalization by the
percentage interest set forth next to each Partner’s name on Schedule A.
The General Partner’s determination as to additional capital shall be
binding on each Partner unless at least ____% of the Partners vote
otherwise.
☐ - Limited Liability Partnership: The Managing Partner may from time to
time determine that additional capitalization is required and send out a
notice (“Call Notice”) to each Partner, setting forth the proportional amount
each Partner is required to contribute. The proportional share is
determined by multiplying the total amount required for the additional
capitalization by the percentage interest set forth next to each Partner’s
name on Schedule A. The General Partner’s determination as to
additional capital shall be binding on each Partner unless at least ____%
of the Partners vote otherwise.
In the event that a Partner fails to contribute the amount required within ____
days after receiving a Call Notice, that Partner shall be considered in default of
this Agreement and will have forfeited all voting rights until the default is cured.
The defaulting Partner will have ____ days to cure the default. If the defaulting
Partner fails to cure the default, the other Partners will have the opportunity to
contribute the defaulted amount in proportion to their interests. The profit and
loss amounts shall be adjusted accordingly.
7. Capital Accounts: An individual capital account shall be maintained for each
Partner, and capital contributions to the Partnership by the Partners shall be credited
to such accounts. Partnership profits or losses shall also be charged or credited to
the separate capital accounts in the manner provided in this Agreement. No interest
shall be paid on the capital account of any Partner.
8. Allocations and Distributions:
(Check One)
☐ - Partnership: A majority of the Partners shall vote to determine the timing
and amount of any distribution and such determination shall be binding on all
partners.
☐ - Limited Partnership: The General Partner shall determine the timing and
amounts of distributions and such determination shall be binding on all
Partners.
☐ - Limited Liability Partnership: The Managing Partner shall determine the
timing and amounts of distributions and such determination shall be binding
on all Partners.
The net income of the Partnership shall be proportionally allocated to and any net
losses of the Partnership shall be borne proportionally by the Partners as such
percentages are set forth in Schedule A hereto. No Partner is entitled to priority
preference in any distribution from the Partnership. No Partner shall be entitled to
make withdrawals from his individual account or have returned to him his capital
contributions except in accordance herewith. All distributions shall be made in cash.
9. Management of Partnership:
(Check One)
☐ - Partnership: The business and affairs of the Company shall be conducted and
managed by the Partners in accordance with this Agreement and the laws of the
State of Washington. Except as expressly provided elsewhere in this Agreement,
all decisions respecting the management, operation and control of the business
and affairs of the Partnership and all determinations made in accordance with this
Agreement shall be made by the affirmative vote or consent of Partners holding a
majority of the percentage interest of the Partnership. Notwithstanding any other
provision of this Agreement, the Partners shall not, without the prior written consent
of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or
otherwise transfer all or substantially all of the assets of the Partnership; sell,
exchange, lease
(other than space leases in the ordinary course of business), assign or transfer the
Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other
than is expressly authorized by this Agreement; prepay, refinance, modify, extend
or consolidate any existing mortgages or encumbrances; borrow money on behalf
of the Partnership in the excess of$__________.00; lend any Partnership funds or
other assets to any person in an amount or with a value in excess of
$___________.00; establish any reserves for working capital repairs,
replacements, improvements or any other purpose, in excess of an aggregate of
$_____________.00; confess a judgment against the partnership; settle,
compromise or release, discharge or pay any claim, demand or debt in excess of
$_________.00, including claims for insurance; approve a merger or consolidation
of the Partnership with or into any other limited liability company, corporation,
partnership or other entity; or change the nature or character of the business of the
Partnership.
☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner
shall have control of the Partnership and exercise ordinary business judgment in
managing the Partnership. The General Partner shall have the power and
authority including, but not limited to the following:
a. Borrow money from third parties to finance the Partnership’s
activities on terms the General Partner deems appropriate;
b. Hire, employ and retain services of personnel to facilitate the
purposes of the Partnership;
c. Acquire real and personal property upon terms and conditions
deemed by the General Partner to be beneficial to the partnership
d. Take any and all other action which is lawful and customary and
reasonable as related to the conduct of the Partnership and its
purposes.
The General Partner shall not be liable to the Limited Partners for any
mistake of fact or judgment or investment loss unless such mistake of fact
or judgment or loss of investment was the result of fraud, deceit or gross
negligence on the part of the General Partner.
Notwithstanding the foregoing, the Limited Partners must approve by a
majority vote of their percentage interests the following actions of the
Partnership:
a. Veto the General Partner’s Capital Call;
b. Admission of either an additional Limited Partner of General
Partner;
c. Amendment of this Agreement;
d. Consent to dissolution;
e. Election of a new General Partner.
☐ - Limited Liability Partnership: Except as otherwise set forth herein, the
Managing Partner shall have control of the Partnership and exercise
ordinary business judgment in managing the Partnership. The Managing
Partner shall have the power and authority including, but not limited to the
following:
e. Borrow money from third parties to finance the Partnership’s
activities on terms the Managing Partner deems appropriate;
f. Hire, employ and retain services of personnel to facilitate the
purposes of the Partnership;
g. Acquire real and personal property upon terms and conditions
deemed by the Managing Partner to be beneficial to the partnership
h. Take any and all other action which is lawful and customary and
reasonable as related to the conduct of the Partnership and its
purposes.
The Managing Partner shall not be liable to the Limited Liability Partners
for any mistake of fact or judgment or investment loss unless such mistake
of fact or judgment or loss of investment was the result of fraud, deceit or
gross negligence on the part of the Managing Partner.
Notwithstanding the foregoing, the Limited Liability Partners must approve
by a majority vote of their percentage interests the following actions of the
Partnership:
f. Veto the Managing Partner’s Capital Call;
g. Admission of either an additional Limited Partner or Managing
Partner;
h. Amendment of this Agreement;
i. Consent to dissolution;
j. Election of a new Managing Partner.
10. Banks and Books of Account: The funds of the Partnership shall be kept in
separate accounts in a financial institution in the name of the Partnership. Full and
complete financial books shall be kept and maintained at the principal place of
business. Each Partner shall have the right to inspect and copy all Partnership
records. The books shall be closed at the end of each calendar year and statements
prepared showing the financial condition of the Partnership and its profit or loss.
11. Relationship of the Partners. Each Partner may have other business interests and
may engage in any other business, trade, profession, or employment whatsoever on
his own account or in partnership with, as an employee of, or as an officer, director,
or stockholder of any other person, firm, or corporation (whether competitive with the
Partnership or otherwise) and he shall not be required to devote his entire time to
the business of the Partnership. No Partner shall receive any salary or other special
compensation or services rendered by him as Partner of the Partnership, except as
otherwise agreed upon by all the Partners. Each of the parties hereto are Partners
for the purpose of this Partnership as set forth herein, but nothing contained in this
Agreement shall make the Partners “partners” with respect to any matters unrelated
to the Partnership, or render them liable for any debts or obligations of any other
Partner, nor shall any Partner be hereby constituted the agent for any Partner except
to the limited extent herein specifically permitted and as may be hereinafter agreed
upon by consent of all the parties.
12. Partnership Meetings: Meetings of the Partners at the Principal Executive Office of
the partnership may be called by any Partner by written request within at least ten
days of the proposed meeting. The written request shall include the business to be
discussed, the time, date and place of the meeting. Notice shall be given by mail to
the Partners at the address set forth in the records of the Partnership. Partners
holding a majority of the percentage interest shall constitute a quorum at any
meeting. Attendance of a Partner at a meeting shall be considered a waiver of
notice, except in the event the Partner objects at the beginning of the meeting that
the meeting was not lawfully convened.
13. Consent in Lieu of a Meeting: Partners may consent in writing to any action of the
Partnership in lieu of a meeting provided that at least ____ of the partnership
interests have agreed in writing to the action. All Partners must be notified of the
action proposed to be taken by written notice as set forth in Paragraph 11and any
Partner may request that such action shall not be taken without a meeting. If there
is no meeting requested on a written action, the action shall be effective within ten
days of the Partnership receiving the requisite consents.
14. Voluntary Termination. The Partnership may be dissolved at any time by
agreement of a majority of the percentage interests of the Partners, in which event
the partners shall proceed with reasonable promptness to liquidate the business of
the partnership. The assets of the partnership and proceeds of liquidation shall be
applied in the following order:
a. To the payment of or provision for all debts, liabilities and obligations of
the Partnership to any person (other than Partners) and the expenses of
liquidation;
b. To the payment of all debts and liabilities (including interest) to the
Partners (except those on account of their capital contributions); and
c. To the discharge of the balance of the income accounts of the Partners;
d. To the payment of the capital accounts of the Partners, less any previous
distributions and any losses charged or chargeable to the capital accounts
of the Partners and increased by any income or gains credited to such
capital accounts.
Notwithstanding any other provisions of this Paragraph 13, if, upon liquidation of the
Partnership, the liquidating allocations would leave any Partner with a deficit in his
capital account that is not to be repaid to the Partnership, then, such allocation shall
be modified so that, to the extent possible, the amount of total gain (including the
portion of any cancellation of indebtedness income not excluded by an election
under Internal Revenue Code Sections 108 and 1017) allocated to such Partner is
sufficient to eliminate such deficit. If there are several Partners with such deficits and
the total gain is less than the aggregate deficits, such gains shall be allocated in
proportion to, but not in excess of, their respective deficits.
15. Retirement. Any Partner shall have the right to retire from the Partnership with
written notice served to the other Partners of the intention to retire at least
__________ days before the first day of the month in which the retiring Partner
intends to retire. The retirement of such Partner shall have no effect upon the
continuance of the Partnership business. If the remaining Partners elect to purchase
the interest of the retiring Partner, the Partners shall serve written notice of such
election upon the retiring Partner within_______ days after receipt of the retiring
Partner's notice of intention to retire, and the purchase price and method of payment
for the Partnership interest shall be as set forth in Paragraph 17 hereof. If the
remaining Partners elect not to purchase the interest of the retiring Partner, then the
Partners shall proceed with reasonable promptness to liquidate the business of the
Partnership.
16. Involuntary Withdrawal. Any Partner may be required to withdraw from the
Partnership upon the happening of any of the following events:
a. If any Partner makes an assignment for the benefit of creditors or applies
for the appointment of a trustee, a liquidator or receiver of any substantial
part of his assets or commences any proceeding relating to himself under
any bankruptcy, reorganization, or arrangement of similar law; or if any
such application is filed or proceeding is commenced against any Partner
and such Partner indicates his consent thereto, or an order is entered
appointing any such trustee, liquidator or receiver, or approving a petition
in any such proceeding and such order remains in effect for more than
sixty (60) days; then that Partner shall be deemed to have withdrawn from
the Partnership as of the date of the happening of any such event.
b. If any Partner shall be adjudged incompetent, then such Partner shall be
deemed to have withdrawn from the Partnership on the date set forth in a
notice to such incompetent Partner from the remaining Partners.
The value of the Partnership interest in the Partnership of any Partner who shall
be required to withdraw from the Partnership as provided in this paragraph, and
the method of payment for the Partnership interest shall be as provided in
Paragraph 17 hereof.
17. Death of a Partner. Upon the death of a Partner, the Partnership shall not
terminate, and the business of the Partnership shall be continued to the end of the
fiscal year in which the death occurs. The estate of the deceased Partner shall share
in the net profits or losses of the Partnership for the balance of the fiscal year in the
same manner the deceased Partner would have shared in them had he survived to
the end of the fiscal year, but the liability of the estate for losses shall not exceed the
deceased Partner's interest in the Partnership assets at the time of his death. The
estate of the deceased Partner shall have no voice in the affairs of the Partnership.
At the end of the fiscal year, the surviving Partners shall have the option either to
liquidate the Partnership or to purchase the interest of the deceased Partner as set
forth in Paragraph 17.
18. Purchasing Partnership Interest
a. If the remaining Partners elect to purchase the interest of a retiring or
deceased Partner, they shall notify in writing of such election within
_______ months after the death or retirement of the Partner upon the
Partner or upon the Representative of the deceased Partner's estate. The
purchase price shall be equal to the retiring or deceased Partner's capital
account as of the end of the month next preceding the date of his death or
retirement plus the Partner's income account as of such date, adjusted for
the Partner's share of profits not previously distributed or losses not
previously charged to either of said accounts through the end of the month
preceding retirement or death. The capital account of the deceased
Partner shall be adjusted to reflect the fair market value of any Partnership
property and improvements located thereon and fixtures affixed thereto,
such value to be determined by an independent appraiser selected by the
parties for this purpose. The purchase price shall be paid within ________
year(s) of the death or retirement of the Partner. The Partners intend that
the payments for the deceased or retiring Partner's capital account shall
be considered distributions pursuant to Section 736(b) of the Internal
Revenue Code, and that payments for undistributed profits shall be a
distributive share of the Partnership income under Section 736(a) of the
Internal Revenue Code.
b. If the remaining Partners do not elect to purchase the interest of the
deceased or retiring Partner, they shall proceed with reasonable
promptness to liquidate the Partnership. During the period of liquidation,
the remaining Partners and the retiring Partner or the estate of the
deceased Partner shall share in the profits and losses of the business in
the same manner that they would have shared in them had the deceased
or retiring Partner remained to the end of the fiscal year, except that the
deceased Partner's estate or retiring Partner shall not be liable for losses
in excess of the deceased Partner's interest or retiring Partner’s interest in
the Partnership assets as of the time of his death or retirement. Except as
herein otherwise stated, the procedure as to liquidation and distribution of
the assets of the Partnership business shall be the same as stated in
Paragraph 13.
The parties agree that the provisions contained herein with respect to the
discharge of a deceased Partner's interest in the Partnership are in lieu
of the provisions of the Washington State Statutes and shall exclusively
govern the disposition of and accounting for the interest of a deceased
Partner in the Partnership.
19. New Partners. No person shall be admitted as a Partner of the Partnership except
with the consent of all the Partners who shall determine the terms and conditions
upon which such admission is to be effective.
20. Liability:
☐ - Partnership: Each partner shall hold harmless any other Partners from
any liability arising from the conduct of the business affairs or operations
of the Partnership or from the debts of the Partnership in excess of the
Partner’s proportional interest in the Partnership.
☐ - Limited Partnership: Except as otherwise provided in this Agreement,
the liability of the General Partner arising from the conduct of the business
affairs or operations of the Partnership or from the debts of the
Partnership is not restricted. Each Partner shall hold harmless the
General Partner from any liability to the Partnership in excess of the
General Partner’s proportional interest in the Partnership. Each Partner
(other than the General Partner) shall be liable only to the extent of such
Limited Partner’s proportionate interest in the Partnership.
☐ - Limited Liability Partnership: No Partner shall be personally liable or
accountable, directly or indirectly (including by way of indemnification,
contribution, assessment or otherwise), for debts, obligations and liabilities
of, or chargeable to, the Partnership, or another Partner or Partners,
whether arising in tort, contract or otherwise, solely by reason of being a
Partner or acting (or omitting to act) in such capacity, which such debts,
obligations and liabilities occur, are incurred or are assumed while the
Partnership is a limited liability partnership.
21. Amendments: The provisions of this Agreement may be amended by a vote or
written consent of the partners representing at least ____% of the percentage interest
of the Partnership.
22. Prohibition on Transfer. A Partner shall not, and shall have no right, to sell, assign,
pledge or mortgage his interest in the Partnership, or the Partnership property or
assets, except with the written consent of all the Partners, and any such prohibition
transfer, if attempted, shall be void and without force or effect.
23. Entire Agreement. This Agreement contains the entire understanding of the parties
hereto and supersedes any prior written or oral agreements relating to the subject
matter herein.
24. Notices: All notices shall be in writing and sent by regular United States mail to the
addresses on record at the Partnership offices.
25. Governing Law. This Agreement shall be governed, controlled by and construed in
accordance with the laws of the State of Washington.
26. Successors and Assigns. Subject to the restrictions set forth herein, this
Agreement shall inure to the benefit of and be binding upon the heirs, personal
representatives, successors and assigns of the parties.
27. Severability: If any provisions of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions
shall continue in full force and effect.
28. Counterparts: This Agreement may be executed in counterparts and all
counterparts executed shall constitute one Agreement which shall be binding on all
of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the date
and place first above mentioned.
_______________________________ _________________
Signature of Partner Date
_______________________________ _________________
Signature of Partner Date
_______________________________ _________________
Signature of Partner Date
(Check if Applicable)
☐ - Limited Partnership:
_____________________________________ _______________
Signature of General Partner Date
☐ - Limited Liability Partnership:
_____________________________________ _______________
Signature of Managing Partner Date
SCHEDULE A
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LOCATED IN THE STATE OF WASHINGTON (How to Start a Business)

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Completed 29 July 2020

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