Review Partnership Agreement in Florida for Business (2024)

As with most legal questions, the answer is "it depends". In this case, it would depend largely on the relationship between your partner's illegal activities and the partnership - which would also be impacted by the type of partnership, terms of the partnership agreement and any actual or constructive knowledge you and/or your partner had regarding the illegal actions. However, in some cases it would be possible to be held personally liable for your partner's actions.

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.,