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Capital Contribution Partnership Agreement
"I need a Capital Contribution Partnership Agreement for a real estate investment partnership where three partners will contribute varying amounts of capital ($2M, $1.5M, and $500K) with different profit-sharing ratios, including provisions for future property acquisitions and quarterly distribution schedules."
1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and purpose of the agreement
3. Definitions: Key terms used throughout the agreement and their specific meanings
4. Partnership Formation: Declaration of partnership formation, name, purpose, and principal place of business
5. Capital Contributions: Detailed specification of initial capital contributions from each partner, including type, value, and timing
6. Additional Capital Contributions: Process and requirements for making additional capital contributions
7. Capital Accounts: Rules for maintaining and adjusting partner capital accounts
8. Profits, Losses, and Distributions: Methods for allocating profits and losses, and rules governing distributions
9. Management and Voting: Partnership management structure, voting rights, and decision-making processes
10. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions
11. Withdrawal and Dissolution: Procedures for partner withdrawal and partnership dissolution
12. Books and Records: Requirements for maintaining partnership financial records and partner access rights
13. Amendments: Process for modifying the agreement
14. Governing Law: Specification of applicable law and jurisdiction
15. General Provisions: Standard boilerplate provisions including notices, severability, and entire agreement
1. Tax Matters: Specific provisions regarding tax elections, tax representative appointment, and tax reporting requirements. Include when tax complexity warrants detailed treatment.
2. Valuation Methods: Detailed procedures for valuing partnership interests. Include when complex assets are involved or specific valuation methods are required.
3. Key Person Insurance: Requirements for life insurance on key partners. Include when significant partners are crucial to business success.
4. Non-Competition: Restrictions on partners competing with partnership business. Include when intellectual property or trade secrets are significant.
5. Special Allocations: Specific rules for allocating certain items of income, gain, loss, or deduction. Include when tax planning requires special allocation provisions.
6. Advisory Board: Structure and role of advisory board. Include when external oversight is desired.
7. Drag-Along/Tag-Along Rights: Rights in case of sale to third party. Include when future sale possibilities need to be addressed.
1. Schedule A - Initial Capital Contributions: Detailed listing of each partner's initial capital contributions, including description, agreed value, and contribution date
2. Schedule B - Partner Information: Contact details, tax information, and other relevant partner information
3. Schedule C - Valuation Methodology: Specific methods and procedures for valuing different types of capital contributions and partnership interests
4. Schedule D - Special Allocations: Detailed provisions for any special tax or economic allocations
5. Appendix 1 - Partnership Certificate: Form of partnership certificate to be issued to partners
6. Appendix 2 - Transfer Notice: Form of notice required for transfer of partnership interests
Authors
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Business Day
Capital Account
Capital Contribution
Certificate of Partnership
Code
Confidential Information
Default
Defaulting Partner
Distribution
GAAP
Initial Capital Contribution
Initial Closing Date
Limited Partner
Managing Partner
Net Income
Net Loss
Partner
Partnership
Partnership Interest
Partnership Year
Percentage Interest
Person
Profits and Losses
Regulatory Allocations
Required Consent
Securities Act
State Partnership Act
Substitute Partner
Super Majority Vote
Tax Matters Partner
Transfer
Treasury Regulations
Withdrawal
Valuation Date
Capital Contributions
Capital Accounts
Profit and Loss Allocation
Distributions
Management Rights
Voting Rights
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Books and Records
Tax Matters
Representations and Warranties
Indemnification
Default Provisions
Withdrawal Rights
Dissolution
Amendment
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Further Assurance
Real Estate
Technology
Private Equity
Venture Capital
Manufacturing
Professional Services
Healthcare
Retail
Construction
Energy
Agriculture
Financial Services
Media & Entertainment
Hospitality
Infrastructure
Legal
Finance
Tax
Compliance
Corporate Development
Risk Management
Investment
Business Development
Executive Leadership
Treasury
Chief Executive Officer
Chief Financial Officer
Managing Partner
General Counsel
Corporate Lawyer
Tax Director
Investment Manager
Business Development Director
Partnership Manager
Compliance Officer
Risk Manager
Corporate Secretary
Finance Director
Managing Director
Private Equity Manager
Venture Capital Manager
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