This Partnership Agreement (General Partnership) (CA) is meant for a general partnership governed by California law and formed for a defined business purpose.

This agreement allows for a partnership composed of two or more partners. This agreement should be used only in situations where a general partnership is desired. A long form general partnership agreement is advisable in most situations between partners contracting at arms-length to ensure the material terms of the partnership are memorialized in writing. It should be noted that a general partnership is not an incorporated business entity and will not provide the limitations on partner liability available to a limited partnership, LLC, or corporation. A short-form agreement may be sufficient in situations where the partnership consists of close individuals who prefer a less formal agreement.

California has adopted in full the provisions of the Revised Uniform Partnership Act (RUPA). The Californian law that enshrines the provision of RUPA governs this agreement. RUPA primarily contains default rules, which can be adapted by the partners in a partnership agreement.

What does the Partnership Agreement (General Partnership) (CA) (Long Form) cover?

• Name of the partnership.

• Term and purpose of the partnership.

• Capital contributions to the partnership (both initial and subsequent).

• Allocation of partnership profits, losses, and draws.

• Partners' authority and decision-making.

• Management of partnership.

• Under what circumstances a new partner can be added.

• Withdrawal or death of partner.

• Under what circumstances a partner can be expelled.

• Resolution of disputes.