General Partnership Agreement (Page 3 of 6) in pdf

9. Record-Keeping

The partnership books shall be maintained at the principal office of the partnership, and

each partner shall at all times have access to these records. The books shall be kept on a

fiscal year basis, commencing _____________________ (month and day) and ending

_____________________ (month and day,) and shall be closed and balanced at the end of

each fiscal year. An audit shall be conducted as of the closing date.

10. Voluntary Termination of Partnership

The partnership may be dissolved at any time by agreement between the partners, in which

event the partners shall proceed with reasonable promptness to liquidate the partnership

business. The partnership name shall be sold with the other assets of the business. The

assets of the partnership business shall be used and distributed in the following order:

(a) To pay or provide for the payment of all partnership liabilities, including all liquidating

expenses and obligations;

(b) To equalize the income accounts of the partners;

(d) To equalize the capital accounts of the partners; and

(e) To discharge the balances of the capital accounts of the partners.

11. Effect of Partner’s Death

Upon the death of either partner, the surviving partner shall have the right either to

purchase the decedent’s partnership interest, or to terminate and liquidate the partnership

business. If the surviving partner elects to purchase the decedent's partnership interest, he

shall serve notice in writing of such choice within three (3) months after the death of the

decedent. Such notice shall be served upon the executor or the administrator of the

decedent’s estate, or, if at the time of such election no legal representative has been

appointed, upon any one of the known legal heirs of the decedent at the last-known

residential or business address of such heir. If the surviving partner elects to purchase the

decedent’s partnership interest, the purchase price shall be equal to the decedent's capital

account as at the date of his death plus the decedent's income account as at the end of the

prior fiscal year, increased by his share of partnership profits or decreased by his share of

partnership losses for the period from the beginning of the fiscal year in which his death

occurred until the end of the calendar month in which his death occurred, and decreased

by withdrawals charged to his income account during such period. No allowance shall be

General Partnership Agreement Page 3