Review Partnership Agreement in West Virginia for Business (2023)

Basic essential provisions to be considered for inclusion in any form of joint venture agreement....whether it be in the form of an LLC OA, a partnership agreement (general or limited), corporate shareholder agreement or other form of joint venture agreement...are (i) Formation and purpose provisions, (ii) initial and additional capital contribution requirements, (iii) % of ownership, (iii) dilution (or anti-dilution) provisions, (v) decision making and other management and voting rights and obligations, (vi) distribution and tax allocation provisions, (vii) purchase options, e.g. ROFOs and ROFRs, buy/sell provisions, tag along and other purchase/sale options, (viii) withdrawal provisions, (ix) Events of Default provision,(x) controlling jurisdiction/venue provisions, (xi)dissolution.termination provisions, and (xii) transfer rights/restrictions. Of course, each agreement must be drafted in the context of the of any special needs or agreements of the parties.,

The following is provided as educational information, not legal advice. Before finalizing a partnership agreement, each party should be represented and guided by their own attorney. Also, agreements will differ depending on the type of activities/business plan/business, as roles and responsibilities, and dispute resolution, may depend on numerous factors. I consulted Chat GPT to generate a basic list for you, and it's pretty good: Creating a comprehensive partnership agreement is essential to ensure clarity and prevent future disputes. Here are key elements that should be included: Partnership Name: The official name under which the partnership will operate. Business Purpose: A clear description of the business activities the partnership will engage in. Partners' Contributions: Initial capital contributions of each partner (cash, property, services). Future contributions and obligations. Ownership Interests: The percentage of ownership each partner holds. Profit and Loss Distribution: How profits and losses will be allocated among partners. Decision Making: Voting rights of each partner. Procedures for making major decisions (e.g., unanimous consent, majority vote). Management and Duties: Roles and responsibilities of each partner. Day-to-day management responsibilities. Withdrawal or Death of a Partner: Procedures for a partner wishing to leave the partnership. Buyout terms and conditions. Handling the death or incapacity of a partner. Dispute Resolution: Methods for resolving disputes (e.g., mediation, arbitration). Duration of Partnership: The term of the partnership (fixed-term or at-will). Dissolution: Events that trigger dissolution. Procedures for winding up the business. Non-Compete Clause: Restrictions on partners engaging in similar businesses during and after the partnership. Confidentiality Clause: Obligation to keep partnership information confidential. Amendments: Procedures for amending the partnership agreement. Governing Law: The jurisdiction whose laws will govern the agreement. Indemnification: Protection of partners from liability for actions taken on behalf of the partnership. Including these elements in your partnership agreement will help ensure a clear understanding among partners and provide a framework for handling various situations that may arise.