合伙协议英文样本.doc

Sample Partnership AgreementGeneral PartnershipPARTNERSHIP AGREEMENTFORJOE AND BOBS GREAT ADVENTUREUpon valuable consideration and mutual promises, the persons named below as Partners hereby covenantand agree to be bound to the following as their GENERAL PARTNERSHIP AGREEMENT (thisAgreement dated this _ day of _, 2004 for JOE AND BOBS GREATADVENTURE, a general partnership governed by the laws of the State of California (hereinafter known asthe Partnership:ARTICLE 1. DEFINITIONSSection 1.01. The below terms are to have the following meaning when used in this agreement:Agreement shall mean this General Partnership Agreement, as amended from time to time.a. Capital Account shall mean the account established for each Partner on the books of thePartnership, reflecting such Partners capital contribution, plus such Partners share of Partnershipprofits, less such Partners share of Partnership losses, less any distributions by the Partnership to suchPartner.b. Partners shall initially refer to Joe and Bob . This list of persons who are Partners of thisPartnership may, in the future, be amended in accordance with the provisions of this Agreement.c. Partnership interest shall mean all of a Partners rights possessed or accruing to a Partner underthis Agreement including (but not limited to his or her capital account, rights in the profits of thePartnership under any loan agreement entered into between the Partner and the Partnership.d. Vote of the Partners shall mean one based upon each partner having one vote with each votehaving equal weight. Unless stated elsewhere in the agreement, a Majority Vote of the Partners isrequired for passage of any matter before the partners for consideration.Majority Vote of the Partners shall mean a block of votes of the partners collectivelyconstituting more than fifty (50 percent of the eligible partner votes (whether or not saidvotes are actually cast.1. Supermajority Vote of the Partners shall mean a block of votes of the partnerscollectively constituting more than sixtysix (66 percent of the eligible partner votes(whether or not said votes are actually cast.2. e. ARTICLE 2. PURPOSE / PREFATORY INFORMATIONSection 2.01ADVENTURE, a partnership organized under the laws of the State of California (hereinafter known as thePartnership. The Partners may agree to change the name in the future. The laws of the State of California shall control the operation and interpretation of this agreement.Section 2.02rock concerts. The Partnership may also engage in any activities that are related, complimentary or incidental to this business purpose.Section 2.03Section 2.04location to be determined by a Vote of the Partners.ARTICLE 3. THE PARTNERSSection 3.01. The initial Partners of the Partnership and their required initial capital contributions are as follows: Partner Name Initial Capital ContributionJoe $ 100Bob $ 100Section 3.02may be admitted upon a Supermajority Vote of the Partners. Admission of new Partners shall not constitute an event of dissolution of this partnership. Furthermore, admission of any new Partner shall be contingent upon the prospective new Partner agreeing to, and executing, this partnership agreement (as modified at the time of admission.Section 3.03The Partners may take any action requiring a vote of the partners through a meeting in person, by proxy, or without a meeting by written resolution in accordance with this Section. Meetings of Partners may be conducted in person or by telephone conference. To be effective, a partner resolution shall require the signature and assent of the same percentage or number of Partners as that required had the action which is the subject of the resolution been voted upon in a meeting of the Partners. a.A voting proxy given by a Partner to another person must be in writing.b.In no instance where action is authorized by written resolution shall it be required that a meeting of Partners be called or prior notice of the action be given; however, upon passage, a copy of theresolution of the Partners shall be sent promptly to all Partners and filed with the partnership records. c.A meetings of Partners may be called by any Partner, or Partners, individually or collectively holding a 25% or more interest in the profits of the Partnership. When a meeting of the Partners has been called, seven (7 days advance written notice shall be given to all Partners. Notice of a meeting called for hereunder may be made by standard U.S. mail, electronic mail, or facsimile transmission and shall contain the time, place, and purpose of such meeting. A quorum for any action to be taken at a meeting of Partners shall be present (in person, via telephone, or by proxy shall be Partnerscollectively holding more than 60% of the outstanding votes of the Partnership. Any Partner may through a written instrument waive the right to receive prior notice of a meeting of the Partners as described herein.d.Section 3.04individual hereby represents and warrants to the Partnership (and all other Partners that such Partner is: (a duly incorporated or formed (as the case may be, (b validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, and (c has full power and authority to execute this Agreement and to perform its obligations hereunder.Section 3.05or through designation of an agent, to inspect and review the books and records of the partnership during normal business hours. Upon the written demand by a Partner to inspect and review the books and records of the partnership made to the custodian of said books and records, the partnership shall make said books and records available for inspection and review within five (5 business days of receipt of the written demand. Section 3.06. Nothing in this Agreement shall prevent a Partner from loaning money to the Partnership on a promissory note or similar evidence of indebtedness for a reasonable rate of interest. Any Partner loaning money to the Partnership shall have the same rights and risks regarding the loan as would any person or entity making the loan who was not a member of the Partnership.Section 3.07Partnership. If any Partner transacts business with the Partnership, that Partner shall have the same rights and obligations with respect thereto as a person who is not a Partner. Any Partner who has a financial interest involved in any transaction with the Partnership, shall disclose such financial interest to all Partners by use of a written report given to all Partners, indicating all relevant facts of such financial interest involved. A copy of such report shall be maintained in the Partnership records.Section 3.08Section 6231(a(7 of the Internal Revenue Code of 1986, as amended (the Code, and shall have all the powers and responsibilities of such position as provided in the Code and the Treasury Regulations thereunder. The Partnership may remove or replace the Tax Matters Partner by a vote of the partners.ARTICLE 4. MANAGEMENT OF PARTNERSHIP AFFAIRSSection 4.01management of the Ordinary Business Activities of the Partnership; however, all activities of the Partnership that are outside of the Ordinary Business Activities of the Partnership shall be conducted only through a Vote of the Partners and not through the action of a single Partner acting individually. Ordinary Business Activities of the Partnership shall mean the normal daytoday business activities of the Partnership and exclude activities involving decisions that could potentially have a substantial current or future impact upon Partnership assets, debts, income, or expenses.Section 4.02. Regardless of whether or not they shall be considered outside the Ordinary Business Activities of the Partnership, the following activities of the Partnership shall be conducted only through a Vote of the The hiring or firing of Partnership employees;a.Incurrence of any expense in excess of $1000;b.Purchase of any asset or inventory with a value in excess of $1000;c.Entering into any lease with annual payments in excess of $1000;d.Entering into any loan agreement or debt to or from the Partnership in excess of $1000; ande.Entering into any contract with a monetary value in excess of $1000.f.Section 4.03shall require an affirmative Supermajority Vote of the Partners prior to being undertaken by the Partnership: Entering into a new line of business;a.The sale of substantially all of the Partnerships assets;b.Admission of a new partner; andc.The decision to dissolve the Partnership.d.The foregoing is not to be considered an exclusive or exhaustive list of the matter requiring a Supermajority Vote of the Partners.Section 4.04reasonable and necessary expenses incurred by the Partner on behalf of the Partnership. In order to receive reimbursement, a Partner must submit a written itemized report of all expenses for which reimbursement is sought, submit the expense report to the other Partners, and enter the expense report with the Partnership books and records. Reimbursement for expenses incurred by any Partner under this paragraph are circumscribed by the provisions of Paragraph 4.02 above.Section 4.05Partnership profits shall be set through an affirmative Supermajority Vote of the Partners. Likewise, cash advances, loans, or withdrawals of capital by partners shall only be accomplished through an affirmative Supermajority Vote of the Partners.Section 4.06for services he or she provides to the partnership separate and apart from said partners share of theservices has been set through an affirmative Supermajority Vote of the Partners.ARTICLE 5. TRANSFERS OF INTEREST; WITHDRAWAL, DEATH, REMOVAL OF PARTNERSection 5.01 no restriction regarding the sale, conveyance, assigned or pledge of their partnership interests.Section 5.02Partners shall have the unilateral right to resign or withdraw from the Partnership.a.A Partner is required to give thirty (30 days written notice to each of the other Partner to initiate withdrawal from the Partnership. In this notice, the withdrawing Partner shall state an effective date for his withdrawal and said date must be at least thirty (30 days after delivery of notice to all other remaining Partners shall cause a reasonably prompt preparation of financial statements for the Partnership as of the effective date of withdrawal for said Partner.b.Upon withdrawal, the withdrawing Partner shall receive, in exchange for his Partnership interest, the Withdrawal Compensation Amount to be paid within 1 year of the effective date of the Partners withdrawal.c.The Withdrawal Compensation Amount is defined herein as 100% of the withdrawing Partnerscapital account.d.Should the Partnership fail to perform upon its obligations under this section to make payments to a withdrawing Partner when due, the Partnership shall, in addition to any other remedies thewithdrawing Partner may possess, be liable to the withdrawing Partner for interest upon the amount of any deficiency at the rate of 10% per annum (compounded annually computed from the date that saiddeficient payment was due to the withdrawing Partner under this agreement.e.Upon withdrawal, the withdrawing Partner shall have no continuing obligations to the Partnership other than pursuant to state law, this Agreement or other applicable laws or such obligations asexpressly assumed by such Partners.f.A withdrawing Partner shall retain the right to vote as a Partner up until the effective date of his or her withdrawal, at which time, the withdrawing Partners Partnership interest shall be consideredtransferred back to the Partnership (or, as the case may be, the other Partners who purchased said interest and the person who has withdrawn shall no longer be considered a Partner.g.Section 5.03circumstances: (1 the Partner is required to provide services to the Partnership (as reflected in Attachments to this agreement, said Partner has not substantially performed the promised services, defaulted upon his obligations under this Agreement to make capital contributions (or loans to the Partnership.a.In the case of a removal for failure to preform required services, 60 days prior to any vote to remove, the other Partners shall cause a notice to be issued to the Partner in question stating that they shall bring to a vote of the Partners a motion to remove said Partner for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorilyperformed. The other Partners shall then give the Partner in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote for removal. The period of this good faith opportunity to cure need not extend beyond 60 days. If the Partner in question completes this cure within 60 days of receiving the aforementioned notice, then the motion pending before the Partners for removal shall be withdrawn.b.In the case of a removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other Partners shall cause a notice to be issued to the Partner in question stating that they shall bring to a vote of the Partners a motion to remove said Partner for nonpayment of required capital contributions. The Partner in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 10% per annum interest(compounded annually upon the amount of any deficiency computed from the date said contribution was due to be made to the Partnership. If the Partner in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the Partners for removal shall be withdrawn and the Partner in question shall, henceforth, be consider in good standing.c.If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority vote of Partners is made to remove the Partner in question, then, as of that moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a Partner and his Partner Interest shall be considered redeemed by the Partnership.d.Upon the affirmative vote of Supermajority vote of Partners to remove a Partner, the remaining Partners shall cause a prompt preparation of financial statements for the Partnership as of the end of the month in which the resolution was passed by the Partners removing said Partner and this shall be the effective date of removal for the Partner for accounting purposes only under this Agreement. e.The removed Partner shall receive in exchange for his Partnership Interest the RemovalCompensation Amount to be paid within 1 year of the effective date of the Partners removal.f.The Removal Compensation Amount is defined herein as 100% of the removed Partners capital account.g.Should the Partnership fail to perform upon its obligations under this section to make payments to a removed Partner when due, the Partnership shall, in addition to any other remedies may possess, be liable to the removed Partner for interest upon the amount of any deficiency at the rate of 10% per annum (compounded annually computed from the date that said deficient payment was due under this agreement.h.Section 5.04Admission of a new partner to the Partnership shall require an affirmative Supermajority Vote of the Partners.a.Before any person is admitted as a partner to the Partnership, that person shall agree in writing to be bound by all of the provisions of this Agreement, and any amendment hereof.b.ARTICLE 6. CAPITALIZATIONSection 6.01in Section 3.01 of this Agreement. Partners shall make their required initial capital contributions to the Partnership within 30 days of the date of the execution of this Agreement. Any Partner who fails to make the required initial capital contribution as set forth in this Section 3.01 shall indemnify the Partnership and all other Partners for any losses or expenses (including reasonable attorneys fees that are caused by the failure to make the initial capital contribution as set forth herein.Section 6.02Partner shall be entitled to interest upon his or her capital contributions to the partnership.Section 6.03this agreement upon the unanimous vote of all Partners. Additional Capital Contributions are any and all capital contributions made subsequent to (or in excess of the initial capital contributions.Section 6.04of the Partnership when the terms of said loan have been approved by a Majority Vote of the Partners. In such cases, a loan from a Partner to the partnership shall bear the interest rate approved by the majority vote of the Partners.Section 6.05withdraw capital from the Partnership without an affirmative majority vote of the Partners.Section 6.06Partner consisting of the Partners capital contributions and (1 increased by that Partners share of partnership profits, (2 decreased by that Partners share of Partnership losses, and (3 further adjusted as required or allowed by the Internal Revenue Code (Title 26 of the United States Code and / or all published Treasury Regulations (Title 26 of the Code of Federal Regulations. In all cases, the capital accounts of the Partners shall be accounted for in accordance with the Internal Revenue Code (Title 26 of the United States Code and or all published Treasury Regulations (Title 26 of the Code of Federal Regulations.Section 6.07additional Capital Contributions, of a partner to the Partnership.Section 6.08withdraw any portion of the capital of the Partnership.ARTICLE 7. ALLOCATION OF PROFITS AND LOSSESSection 7.0126 of the United States Code or the