Partnership Agreement

[Andrew Tobias]

I'm sorry to bore you all with this. I did a search and didn't really find what I'm looking for.
A partner and I recently bought a V35 Bonanza. We have verbal agreements and so far everything is great. We do want to invite 1 maybe 2 more people into the partnership. I have formed an LLC that holds the AC. We are both equal members. Now, we are entertaining another member and we need to get an agreement in place.

I'd like to know if anyone has a partnership agreement they'd like to share. I've looked up AOPA's agreement. The agreement tries to cover anything that might happen to anyhone at anytime. I'm sure it's written so as AOPA won't be held responsible in the event of an issue. It's also written as a co - ownership agreement so modifying it to a group is presenting more problems than I can deal with.

Does anyone have an agreement they'd like to share?

 

[Bruce Mamont]

We use an adapted version of the AOPA agreement in two LLCs (one with two members, one with five). Ironically, an AOPA attorney suggested that it's not so much an LLC agreement as a "co-ownership" agreement, as you've noted. AOPA is working on an LLC template that can be used to provide better liability protection for the LLC members. It's intended to make explicit that the LLC owns the airplane and the members rent the airplane from the LLC. The very, very draft template that I've seen looks like something for a fractional business jet arrangement.

BTW, have you offered shares in your LLC during the current national adventure? We're going to put shares in the five-member LLC on the market towards the end of May and are wondering about the responses we might receive.

 

[Jumpmaster]

You might not like to hear this, but I would suggest you get a lawyer who is experienced in writing Operating Agreements which are used to govern LLC’s. Most state laws provide a statutory framework for LLCs and sometimes parties just form them without an Operating Agreement (OA). But an OA lets you better define your relationship to each other including governance, equity, first right of refusal, withdrawal of a member, etc. Yes you can go the do it yourself route. The legal clinic I volunteer at is full of cases where, well, that didn’t workout so well.

 

[MauleSkinner]

Make sure the agreement has a good exit strategy.

 

[Bruce Mamont]

I concur with the comments from both Jumpmaster (Airborne Leads the Way!) and Skinner. Our AOPA-based OA was overhauled twice by aviation attorneys in our home state, once before we formed the LLC and a second time when a new member bought a share in the LLC.