Syndicate Legal Advisory Services prepares custom partnership agreements for general partnerships, limited partnerships, and limited liability partnerships in any U.S. state, whether as the original agreement adopted at formation, as an agreement for an existing partnership that has been operating on a handshake, under an oral understanding, or under a generic form, as amendments to an agreement already in force, or as an amended and restated agreement that replaces an outdated or accumulated set with a single current document. The partnership agreement is the document that governs the partners’ relationship: it allocates capital, profit, loss, and distributions, sets who manages and what requires partner approval, defines each partner’s authority to bind the firm and the partners’ obligations to one another, and governs the admission, withdrawal, death, and expulsion of partners — and because the partnership statutes supply default rules for every one of those matters, a partnership without a written agreement is governed by terms its partners never chose. Working from the client’s answers to a structured intake and from the partnership’s existing records, we draft an agreement written for the partnership’s specific ownership, management, and economic arrangement and consistent with its certificate or statement of qualification where one is filed, its tax position, the governing statute, and any lender, investor, licensing-board, or industry requirements that apply, together with the approvals that adopt it and the records that reflect it. State filing fees, where an amendment also requires a filing, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Structure planning and intake — a structured intake and written summary confirming the partnership’s type and state; the partners and their classes (general and limited, equity and non-equity, or founding and later-admitted), their capital and service contributions, and their percentage interests; the economic arrangement — allocations, distributions, preferred returns, promote or carried interest, draws, and the compensation formula for a professional or service partnership; the management and voting structure and the matters requiring partner approval; each partner’s authority to bind the partnership and the limits the partners want; the tax position, including the partnership representative; the transfer, exit, and buy-sell expectations; any lender, investor, franchisor, licensing-board, or regulatory requirements; and the practical problems — a retiring founder, a non-performing partner, a deadlock, a succession plan, a family contingency — the client wants the agreement to solve.
Review of existing documents — review of any certificate of limited partnership or statement of qualification, the current agreement and its amendment history where one exists, any side letters or buy-sell arrangements, prior consents, and the statute, with a written summary of inconsistencies, unenforceable or obsolete provisions, provisions the statute does not permit the agreement to alter (such as the elimination of the duty of loyalty or the limited partners’ information rights), and the provisions the client’s objectives require.
Custom partnership agreement — drafting of the agreement in full, addressing: formation, name, purpose, term, and principal office; the partners and their classes, and the partner interest ledger; capital contributions and capital commitments, capital calls and default remedies, partner loans, and the treatment of services and property contributed; capital accounts and the allocation of profits, losses, and tax items, with the regulatory allocation provisions and the tax-distribution and withholding mechanics; distributions — operating distributions, draws, the waterfall where classes, preferred returns, or a promote exist, and the clawback where used; management — the managing partner, executive committee, or general partner, its authority, selection, term, removal, and replacement, the matters requiring partner approval and the vote required for each, meetings, notice, quorum, and written consents; each partner’s authority to bind the partnership and the internal consequences of exceeding it; the partners’ duties of loyalty and care and their modification to the extent the statute permits, outside activities and partnership opportunities, and interested-partner transactions; exculpation, indemnification, and contribution among the partners for partnership liabilities, and the allocation of liability for a partner’s own misconduct; books, records, accounting method, and information rights; the admission of new partners and the partnership track; transfer restrictions, rights of first refusal, permitted transfers, and the rights of a transferee; the withdrawal, retirement, expulsion, death, disability, or bankruptcy of a partner, with the buyout valuation and payment terms, the treatment of work in process, receivables, and goodwill, and the election to continue rather than dissolve; deadlock resolution; confidentiality, non-solicitation of clients and staff, and non-competition covenants where wanted and enforceable; dissolution, winding up, and the liquidation waterfall; tax matters, including the partnership representative designation and the elections the partnership will make; dispute resolution, governing law, and the amendment procedure. For a limited partnership, the agreement adds the limited partners’ consent rights, safe-harbor activities, and the general partner’s removal and replacement; for a limited liability partnership, the confirmation that the registration, not the agreement, is the source of the liability shield and the insurance or security the statute requires; for a professional partnership, the licensure, transfer, and client-transition provisions the profession’s rules require.
Adoption and approvals — for an original agreement, the written consent of the partners adopting it; for an agreement replacing a prior one or an amendment, the partner approval by the vote the existing agreement or the statute requires, the joinder or consent of any partner whose rights are changed, and the spousal consents where community-property rules apply; and, where a change requires a corresponding amendment to the certificate of limited partnership or statement of qualification, the coordination with the firm’s certificate-of-amendment service.
Conforming documents — the updated partner interest ledger and certificates where used, the buy-sell funding documents where the agreement relies on insurance or escrow, the managing-partner or general-partner appointment confirmations, the conforming amendments to side letters or investor agreements, and the notifications to lenders, landlords, insurers, and licensing boards whose consents or notice the change requires.
Deliverable: a complete, indexed partnership agreement file (electronic and hard copy) containing the written summary of the review, the executed partnership agreement or amended and restated agreement, the adopting consents and approvals, the conforming documents and updated ledger, and the compliance calendar, with a signature-ready version of each document for execution by the partners.