Which Rational Unicorn Attorney are you working with for this project?
Joe Anderson
Elena Fewell Howard
Nicole Hetz
Michael Jonas
Sunny Kakwani
Lindy Laurence
Justine Olimene
Jay Smith
Lisa Thorsson
Who is this partnership between?
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Name of Partner 1
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First Name
Last Name
What is the designated name and purpose of the partnership?
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Email Address of Partner 1
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Phone of Partner 1
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(###)
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Name of Partner 2
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First Name
Last Name
Email Address of Partner 2
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Phone of Partner 2
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(###)
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Additional Partners (optional)
Please provide names, contact information, any essential details about additional partners
If any of the partners listed above are married to partners and are not partners in the entity as well, please specify which partner in the box below.
A spousal consent is required in order to evidence that the spouse has read the agreement in full and agrees that the spouse does not claim any ownership interest and waives later claims of ownership interest.
What partnership business structure are you choosing?
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Examples: General Partnership, Limited Partnership, Limited Liability Partnership (LLP), Limited Liability Company (LLC).
Do you plan to register the company name as a trademark?
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Is there any other information we should know?
Contribution of Partner 1
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What will each partner contribute to the business? Consider:
✤ Cash
✤ Skills
✤ Property
✤ Tools And Equipment
✤ Intellectual Property (know-how)
✤ Network And Professional Contacts
✤ Reputation
✤ Labor
✤ Customers
✤ Insurance, Benefits, Company Perks
Contributions of Partner 2
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What will each partner contribute to the business? Consider:
✤ Cash
✤ Skills
✤ Property
✤ Tools And Equipment
✤ Intellectual Property (know-how)
✤ Network And Professional Contacts
✤ Reputation
✤ Labor
✤ Customers
✤ Insurance, Benefits, Company Perks
Will the Agreement limit the joint and several liability that partners have by law for their partners’ behavior? Will the partners’ contractual commitments and representations bind you?
What is your liability if your partner does something illegal while representing the company?
How will authority and decision making be structured? Will you operate by consensus, or based on share of ownership?
In case of tie-breaking, partners will:
What is the tie-breaking mechanism used to avoid deadlock?
Will partners have authority to control certain functional areas of the business without the approval or involvement of the other partners? What is the authority to act on behalf of the company without unanimous agreement?
What is the procedure for borrowing money in the company name? When does borrowing require approval of the other partners? What is the scope of expense account authority before needing to consult with the other partners?
What kind of business liability and/or property damage insurance will you purchase?
Will you provide medical, life or disability insurance or a pension plan for yourselves and your employees?
Will you provide key person insurance on the lives or disability of the partners?
Office: Where will the office be located? Will you own it or rent it? Will any partners work out of a home office full-time or part-time?
Who will handle what? How will your roles and responsibilites be divided? Who will have what management duties?
What will your working hours be? What autonomy will partners have to set their own hours? Do you need to service clients during any certain time frame each day? How often will the partners meet to discuss business?
How will the workload be assigned and monitored?
How will you measure job performance and hold each partner accountable for meeting expectations?
How will you choose a lawyer, accountant, banker, insurance agent or any other professional service provider?
What process will be used to expand and admit new partners?
How will you hire employees or contract workers?
How will you select vendors and suppliers?
How will you select customers or clients?
How will ownership percentages be determined?
If one partner had the original idea for the business, should they receive compensation or additional ownership rights?
How will profits be apportioned? How will losses be allocated?
What amount of profits will be withheld for investment back into the business?
How will salaries or draws against profits be determined?
How will company perks be assigned?
Cars, stadium/theater seats, etc...
What other benefits will you provide?
Vacation, holidays, sick time, etc...
How will you provide for the unexpected?
Serious family illness, disability, or some other life events that disturbs a partner's ability to work productively
What extent of absence from productive work will require renegotiation of the partnership agreement?
Who will keep the books? What financial statements will the partners receive? How regularly will they be prepared?
Are there any restrictions on engaging in other outside business activity?
Will you forbid conflicts of interest and direct competition?
What happens to the business assets if a partner dies?
How will the value of the partners' shares of the business be determined?
If a partner leaves, will the company pay for their share? Can a departed partner remain as an investor? Will a departing partner receive the same amount for their share if they join the competition?
What restrictions and approvals apply to a partner selling their share of the business to a third party? Do the other partners have a right of first refusal for the shares of a partner who dies or leaves?
Will the partners be required to sign a non-compete agreement?
What is the process for firing a partner for incompetence or malicious behavior? What happens if a partner becomes impaired by drugs, alcohol, or gets arrested?
What process will we follow in an outsider offers to buy the business?
In the event that the partnership dissolves, after the debts are reconciled, how will the company's assets be dealt with?
Who gets the rights to intellectual property, customer lists, company files and records? Who can continue to use the company name and logo?
In the event there is a dispute, which path would you like to take for conflict resolution?
What are the rules for amending the company's governance documents?
If a partner fails to make a contribution to the company as required by the company's governance documents, will the partner suffer any consequences?
What else is on your mind?
These were a lot of questions. If you have any remaining thoughts, questions to ask, or something to note to be resolved later, please add it here.
