Partnership Agreement for United States
Generate a partnership agreement that complies with United States law — with 7 mandatory clauses and 7 compliance checks built in.
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Key legal considerations
Generate a US partnership agreement under the Revised Uniform Partnership Act (RUPA). KEY PROVISIONS: 1. FORMATION: State of formation, partnership name, purpose, and principal office. 2. CAPITAL: Each partner's initial contribution, additional contribution requirements, and capital account maintenance. 3. PROFITS & LOSSES: Allocation methodology (pro rata by capital, custom percentages, or other formula). 4. MANAGEMENT: Equal management rights (default under RUPA) or designated managing partner. Specify what requires unanimous vs. majority vote. 5. PARTNER DUTIES: Fiduciary duties of loyalty and care (RUPA §§ 404, 409). 6. LIABILITY: General partners have JOINT AND SEVERAL LIABILITY for all partnership debts. Warn about this. 7. DISSOLUTION: Triggering events, winding up, and distribution of assets. 8. BUYOUT: Valuation methodology, right of first refusal, payment terms. 9. TAXES: Partnerships are pass-through entities (IRC Subchapter K). Each partner receives Schedule K-1. 10. FORMATION TYPE: Discuss whether GP, LP, or LLP is appropriate for the partners' situation.
What's required
Mandatory clauses for a valid partnership agreement under United States law.
Partnership Formation & Purpose
Revised Uniform Partnership Act (RUPA) § 202
Capital Contributions & Accounts
RUPA § 401; 26 C.F.R. § 1.704-1(b)
Allocation of Profits & Losses
RUPA § 401(b); 26 U.S.C. § 704
Management & Decision-Making
RUPA §§ 401(f), 401(j)
Dissolution & Winding Up
RUPA §§ 601, 801-807
Severability
Common law severability doctrine
Entire Agreement / Merger Clause
Common law parol evidence rule
What's prohibited
Terms and provisions that are void or unenforceable under United States law.
Grant of unlimited individual authority to bind the partnership without consent
Under RUPA, each partner is an agent of the partnership, but acts outside the ordinary course of business require consent. Granting unlimited unilateral authority to one partner without any consent requirements exposes all partners to unlimited personal liability.
RUPA § 301
Legal references
Key statutes and regulations that govern partnership agreements in United States.
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Revised Uniform Partnership Act (RUPA)
RUPA (1997, as amended 2013)
Model act adopted by most states governing partnership formation, operation, partner duties, liability, and dissolution.
Uniform Limited Partnership Act
ULPA (2001, as amended 2013)
Model act for limited partnerships, providing limited liability for limited partners who do not participate in management.
IRC Subchapter K — Partnership Taxation
26 U.S.C. §§ 701-777
Federal tax treatment of partnerships. Partnerships are pass-through entities — income is taxed at partner level. Partners file Schedule K-1.
Revised Uniform Partnership Act
RUPA (1997)
Model act adopted by most states governing partnership formation, operation, and dissolution.
Compliance checklist
Automated compliance checks for every United States partnership agreement.
Partnership properly formed under state law
criticalCapital contributions documented
criticalProfit/loss allocation defined
criticalManagement rights and voting specified
critical
+3 more compliance checks
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