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Partnership Agreement and Operating Agreement

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Arizona Limited Liability Company Forms

Notice of Meeting of Members

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at , to be held at the following address:

The Purpose of the meeting is to:

This Notice given on this the day of , , by a Member of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member


Resolution of Members

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Members adopted the following resolution:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member


Notice of Meeting of Members - Amend Articles of Organization

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at , to be held at the following address:

The Purpose of the meeting is to amend the Articles of Organization in the following respect:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager


Resolution of the Members - Amend Articles of Organization

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

On motion duly made, seconded and approved by the members, the amendment of the Articles of Organization was approved as follows:

The following Members are authorized to file the amendment:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member


Notice of Meeting of Members - Dissolution

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at , to be held at the following address:

The Purpose of the meeting is consider dissolution of the Company. The proposed action will be to authorize the Members or Manager of the Company to file with the Secretary of State the appropriate forms to dissolve the Company and to take all actions relating thereto to wind up the business of the Company. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager


Resolution of the Members - Dissolution

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Purpose of the meeting was to consider dissolution of the Company.

Upon motion duly made and seconded, the following resolution was approved by the members:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member


Notice of Meeting of Members - Increase Members

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at , to be held at the following address:

The Purpose of the meeting is consider increasing the number of members of the Company and amending the operating agreement in connection therewith. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager


Resolution of the Members - Increase Members

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Purpose of the meeting was to consider increasing the number of members of the Company and amending the operating agreement in connection therewith.

Upon motion duly made and seconded, the following resolution was approved by the members:

The Condition of their being admitted as Members is:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member


Notice of Meeting of Members - Manager Resignation and Appointment

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at , to be held at the following address:

The Purpose of the meeting is to consider acceptance of the resignation of the Manager of the Company and to appoint a new Manager. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager


Resolution of the Members - Manager Resignation and Appointment

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Purpose of the meeting was to consider acceptance of the resignation of the Manager of the Company and to appoint a new Manager.

Upon motion duly made and seconded, the following resolution was approved by the Members:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member


Notice of Meeting of Members - Manager Removal and Appointment

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at , to be held at the following address:

The Purpose of the meeting is to consider removal of the Manager of the Company and to appoint a new Manager. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager


Resolution of the Members - Manager Removal and Appointment

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Purpose of the meeting was to consider removal of the Manager of the Company and to appoint a new Manager.

Upon motion duly made and seconded, the following resolution was approved by the Members:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member


Notice of Meeting of Members - Annual Disbursements

Pursuant to the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at , to be held at the following address:

The Purpose of the meeting is to consider annual disbursements to the Members of the Company. At the meeting the company proposes to seek disbursement to the Members of the Company of dollars in accordance with the Operating Agreement of the Company. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager


Resolution of the Members - Annual Disbursements

After Notice of Meeting made in accordance with the Operating Agreement of , an Arizona Limited Liability Company, hereinafter “Company”, a meeting of all Members of the Company was held on the day of , , at , at which time the Members of the Company unanimously adopted the following resolution:

RESOLVED, annual disbursements to the Members of the Company shall be made as follows:

SO RESOLVED, on this the day of , .

, Member

, Member

, Member

, Member


Assignment of Member Interest

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, , “Assignor”, Member of , an Arizona Limited Liability Company, hereinafter “Company”, does hereby assign, transfer and warrant to , “Assignee”, all of Members ownership interest in the Company.

DATED this the day of , .

, Member


Demand for Indemnity from Company by Member

The undersigned, , Member/Manager of , an Arizona Limited Liability Company, hereinafter “Company”, does hereby demand from the Company the following:

Indemnity for the following in connection with claim against Member/Manager as follows:

Resolution of Claim:

Expenses, Fees and costs for which reimbursement is sought:

Attorney Fees

Filing Fees

Other:

DATED this the day of , .

, Member

Enter text

What the Partnership Agreement and Operating Agreement Are

A Partnership Agreement and an Operating Agreement are written contracts that set the rules for how a business partnership or limited liability company (LLC) will operate. They define ownership percentages, management authority, capital contributions, profit and loss allocation, decision-making processes, dispute resolution, transfer or sale of interests, and procedures for dissolution. These agreements clarify expectations among owners, reduce ambiguity about individual duties and financial obligations, and create an enforceable record of the business relationship to be used in governance, tax filings, and potential legal disputes.

Why a Clear Agreement Matters

A formal Partnership Agreement or Operating Agreement reduces future disputes, allocates rights and responsibilities, supports lender and investor due diligence, and helps align governance with tax reporting obligations under partnership and LLC rules.

Why a Clear Agreement Matters

Who Typically Prepares and Signs These Agreements

Use tailored language to reflect the entity type (general partnership, limited partnership, or LLC) and industry-specific obligations to avoid downstream compliance issues.

  • Small business owners and founders setting ownership splits and management roles
  • Accountants and tax preparers ensuring allocations match Form 1065 or Schedule K-1 reporting
  • Attorneys drafting or reviewing clauses for liability, intellectual property, and exit mechanisms

Typical Signatories and Their Roles

Managing Partner / Manager

The person or entity authorized to make day-to-day business decisions and to bind the company within the limits the agreement describes. The document should state the manager's authority, voting thresholds, and any limitations on spending or contracts.

Investors / Non-Managing Partners

Owners with economic but not managerial rights. Their interests are defined by capital contribution, profit share, transfer restrictions, information rights, and buy-sell provisions that protect both the business and minority owners.

Core Clauses to Include in the Agreement

A comprehensive Partnership Agreement or Operating Agreement should address organization, capital, governance, distributions, transferability, dispute resolution, and exit or dissolution mechanics to reduce ambiguity and legal exposure.

Formation

Entity name, principal place of business, effective date, and statement of purpose.

Capital Contributions

Initial contributions, future funding obligations, and accounting for loans versus equity.

Ownership & Distributions

Percentage interests, profit and loss allocation, distribution timing, and tax allocations.

Management & Voting

Manager-managed or member-managed structure, voting thresholds, and reserved matters.

Transfer Restrictions

Right of first refusal, buy-sell triggers, permissible transfers, and valuation methods.

Dispute Resolution

Mediation/arbitration clauses, governing law, and jurisdiction for enforcement.

Step-by-Step: Completing the Agreement

Follow a sequential process from drafting to execution to ensure completeness and legal enforceability.

  • 01
    Draft Core Terms: Define formation, ownership, and management provisions.
  • 02
    Allocate Economic Rights: Specify profit, loss, and distribution timing.
  • 03
    Add Protective Clauses: Include transfer restrictions and indemnities.
  • 04
    Execute and Retain: Sign, notarize if required, and store original executed copies.

How to Configure an Online Completion Workflow

Set up fields, authentication, and routing rules before sending the agreement for signature to streamline execution and auditability.

Field Configuration
Signature Place signature, date, and initials fields for each signer
Authentication Choose email or SMS code verification; consider stronger ID proofing for high-value deals
Routing Set signing order or parallel signing depending on approval flow
Notifications Enable reminders and final signed-copies distribution to stakeholders

Digital Signing and File Format Considerations

Select tools that retain tamper-evident signed documents, produce audit reports, and integrate with your recordkeeping system for compliance.

  • Supported Formats: PDF and DOCX are standard for executed agreements
  • Integrations: Works with CRM, ERP, and cloud storage systems
  • Security: TLS in transit and AES-256 at rest are recommended

Where to Send or File the Final Agreement

After execution, route the signed agreement to internal records, external partners, and any required government filing locations as applicable.

  • Internal Records: Store executed originals in secure corporate records
  • Accounting: Provide copies to finance for tax and capital accounting
  • Registered Agent: Provide if required by state law or corporate practice
  • Lenders / Investors: Share certified copies when requested for due diligence

Key Timing Considerations and Filing Deadlines

Watch statutory and tax reporting deadlines that relate to entity formation and partnership tax filings to avoid penalties.

Effective Date:

Agreement effective on the date entered; affects tax year and rights

State Filings:

LLC or partnership registration fees and filings vary by state and may be required upon formation

Partnership Tax Return:

Form 1065 is generally due March 15 (calendar-year partnerships)

LLC Tax Filings:

Tax treatment and deadlines depend on entity classification

Annual Reports:

Many states require annual or biennial reports with fees

Essential Information to Include

Entity Name: Registered legal name
Effective Date: MM/DD/YYYY
Owner Names: Full legal names
Capital Amounts: Exact dollar values or asset descriptions
Ownership Shares: Numeric percentage allocations
Governing Law: State of law for disputes

Common Risks and Legal Consequences

Informal Agreements: Unclear terms can lead to litigation
Tax Misallocation: Incorrect allocations can trigger IRS adjustments
Transfer Disputes: Missing buy-sell terms enable unwanted transfers
Insufficient Authority: Managers exceeding authority risk personal liability
Missing Signatures: Unsigned or improperly signed docs may be unenforceable
Record Retention: Failure to retain records can impede audits

Frequent Preparation Errors to Avoid

  • Using ambiguous language for critical rights and obligations, which can create room for differing interpretations and increased litigation risk.
  • Failing to align economic allocations with tax reporting, which can cause incorrect Schedule K-1s and potential IRS penalties.
  • Omitting a clear valuation or buyout method, leaving parties without an agreed process for transfers or exits.
  • Not specifying dispute resolution or jurisdiction, which adds time and cost when enforcement actions are necessary.

Real-World Examples of Agreement Use

These short case sketches show how different organizations applied agreements to solve operational and governance challenges.

Optica Ventures LLC

The team needed a simple, clear agreement to manage multiple property investments and rental income allocations.

  • They standardized profit shares by capital contribution.
  • The written agreement reduced disputes, aligned accounting, and simplified bank and lender interactions while enabling consistent tax reporting.

Tech Data

A corporate spin-out required assigned intellectual property and clear management authority across partners.

  • They added IP assignment and decision thresholds.
  • Documenting roles and IP ownership allowed streamlined operations, supported investor diligence, and reduced future litigation risk.

Comparing eSignature Vendor Pricing and Capabilities

Basic pricing and feature availability across common eSignature providers can affect cost and compliance. signNow is listed first for direct feature comparison.

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Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes Varies by plan Varies by plan

Frequently Asked Questions and Troubleshooting

Answers to common questions about drafting, signing, and storing Partnership and Operating Agreements.


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