Unless you have a partnership agreement that enshrines your rights and obligations, your respective state law will apply and dictate important partnership issues. Most states have adopted a revised version of the Uniform Partnership Act. In essence, this Act imposes a set of « one-shoe-fits-all » rules that apply when a written partnership agreement does not exist or when an existing agreement does not address a particular issue of litigation. Standard rules generally assume that partners have invested so much time and resources in the business. Therefore, under national law, profits and losses are distributed equitably in the event of a partnership breakdown. However, we all know that, in some cases, the partners have foreseen another agreement at the beginning of the partnership; Especially when there was a silent partner who invested the capital, while another partner did the day-to-day work. Your partnership agreement has a lot of catching up to do. According to Investopedia, the document should contain the following: A partnership is a business structure that is used when two or more people go into business together. In a partnership business structure, it is important that you and your partners formalize the terms of the partnership in writing. A partnership agreement regulates important issues such as how decisions are made, what happens when a partner wants to leave the company, and how disputes are handled.
A good partnership contract must provide answers to these questions: each partner has a specific interest in the success of the company. Given this personal interest, it is generally accepted that each partner has the authority to make decisions and enter into agreements on behalf of the company. If this is not the case for your company, the partnership agreement should define the rules specific to the authority given to each partner and how business decisions are made. To avoid confusion and protect everyone`s interest, you need to discuss, determine and document how business decisions are made. What happens if something changes with respect to the ownership of the company? If you sell it, which partners will have what? What is your partnership to welcome new partners? If a partner wants to retire from your business, what happens? What are the possibilities of buying another partner? Your agreement should carefully describe how property interests are treated in different scenarios such as this and others, for example. B in the event of the death of a partner, retirement or bankruptcy.