合伙协议英文样本(共20页).doc
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1、精选优质文档-倾情为你奉上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 (thisAgree
2、ment 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 sha
3、ll 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 P
4、artnership 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 mea
5、n 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 bas
6、ed 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 colle
7、ctivelyconstituting 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
8、 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 Californi
9、a 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
10、. 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 c
11、onstitute 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
12、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
13、 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 b
14、e 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, in
15、dividually 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 mai
16、l, 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 Partne
17、rship. 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
18、 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 th
19、e 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 rev
20、iew 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 Partne
21、rship 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 th
22、ereto 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 involve
23、d. 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 Pa
24、rtnership 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
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