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RayAnswers, Attorney
Category: Business Law
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Experience:  I have 30 years as a business lawyer in Texas
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I own a d//a and now i want to add my friend as 50% owner,

Customer Question

i own a d/b/a and now i want to add my friend as 50% owner, what do i do and where can i find the forms to fill out to do it
Submitted: 11 months ago.
Category: Business Law
Expert:  RayAnswers replied 11 months ago.

Hi and welcome to JA. Ray here to help you today.Please bear with me a few moments while I review your question and respond.

Expert:  RayAnswers replied 11 months ago.

I am assuming you want to do a partnership, here is a sample agreement for you to use.


This PARTNERSHIP AGREEMENT is made on ____________, 20__ between__________________________________________ and __________________________________________.

1. NAME AND BUSINESS. The parties hereby form a partnership under thename of __________________________________________ to conduct a __________________________________________. The principal office ofthe business shall be in _______________________.

2. TERM. The partnership shall begin on ________________, 20____, and shallcontinue until terminated as herein provided.

3. CAPITAL. The capital of the partnership shall be contributed incash by the partners as follows: A separate capital account shall be maintained for eachpartner. Neither partner shall withdraw any part of his capital account. Upon the demandof either partner, the capital accounts of the partners shall be maintained at all timesin the proportions in which the partners share in the profits and losses of thepartnership.

4. PROFIT AND LOSS. The net profits of the partnership shall bedivided equally between the partners and the net losses shall be borne equally by them. Aseparate income account shall be maintained for each partner. Partnership profits andlosses shall be charged or credited to the separate income account of each partner. If apartner has no credit balance in his income account, losses shall be charged to hiscapital account.

5. SALARIES AND DRAWINGS. Neither partner shall receive any salary forservices rendered to the partnership. Each partner may, from time to time, withdraw thecredit balance in his income account.

6. INTEREST. No interest shall be paid on the initial contributions tothe capital of the partnership or on any subsequent contributions of capital.

7. MANAGEMENT DUTIES AND RESTRICTIONS. The partners shall have equalrights in the management of the partnership business, and each partner shall devote hisentire time to the conduct of the business. Without the consent of the other partnerneither partner shall on behalf of the partnership borrow or lend money, or make, deliver,or accept any commercial paper, or execute any mortgage, security agreement, bond, orlease, or purchase or contract to purchase, or sell or contract to sell any property foror of the partnership other than the type of property bought and sold in the regularcourse of its business.

8. BANKING. All funds of the partnership shall be deposited in itsname in such checking account or accounts as shall be designated by the partners. Allwithdrawals are to be made upon checks signed by either partner.

9. BOOKS. The partnership books shall be maintained at the principaloffice of the partnership, and each partner shall at all times have access thereto. Thebooks shall be kept on a fiscal year basis, commencing _____________________ and ending _____________________, andshall be closed and balanced at the end of each fiscal year. An audit shall be made as ofthe closing date.

10. VOLUNTARY TERMINATION. The partnership may be dissolved at anytime by agreement of the partners, in which event the partners shall proceed withreasonable promptness to liquidate the business of the partnership. The partnership nameshall be sold with the other assets of the business. The assets of the partnershipbusiness shall be used and distributed in the following order: (a) to pay or provide forthe payment of all partnership liabilities and liquidating expenses and obligations; (b)to equalize the income accounts of the partners; (c) to discharge the balance of theincome accounts of the partners; (d) to equalize the capital accounts of the partners; and(e) to discharge the balance of the capital accounts of the partners.

11. DEATH. Upon the death of either partner, the surviving partnershall have the right either to purchase the interest of the decedent in the partnership orto terminate and liquidate the partnership business. If the surviving partner elects topurchase the decedent's interest, he shall serve notice in writing of such election,within three months after the death of the decedent, upon the executor or administrator ofthe decedent, or, if at the time of such election no legal representative has beenappointed, upon any one of the known legal heirs of the decedent at the last-known addressof such heir. (a) If the surviving partner elects to purchase the interest of the decedentin the partnership, the purchase price shall be equal to the decedent's capital account asat the date of his death plus the decedent's income account as at the end of the priorfiscal year, increased by his share of partnership profits or decreased by his share ofpartnership losses for the period from the beginning of the fiscal year in which his deathoccurred until the end of the calendar month in which his death occurred, and decreased bywithdrawals charged to his income account during such period. No allowance shall be madefor goodwill, trade name, patents, or other intangible assets, except as those assets havebeen reflected on the partnership books immediately prior to the decedent's death; but thesurvivor shall nevertheless be entitled to use the trade name of the partnership. (b)Except as herein otherwise stated, the procedure as to liquidation and distribution of theassets of the partnership business shall be the same as stated in paragraph 10 withreference to voluntary termination.

12. ARBITRATION. Any controversy or claim arising out of or relatingto this Agreement, or the breach hereof, shall be settled by arbitration in accordancewith the rules, then obtaining, of the American Arbitration Association, and judgment uponthe award rendered may be entered in any court having jurisdiction thereof.

Executed this ______________ day of _________________, 20_____ in _____________________ [city], _____________________ [state].



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