The SBA shall examine your Partnership Agreement, looking for the following matches or discrepancies between what is contained therein and data that you provide within your 8(a) Application
1) Effective Date; Is the partnership agreement currently effective?
I Name; Is the name of the partnership as contained herein the same as recorded in the Application?
II Term of the Partnership
III Purposes of the Partnership; Does this resemble the primary business activity described within your 8(a) Application?
A) Statement of the Partner's Goals;
1. Contributions of Cash; Does the agreement identify the initial cash contributions of each partner, whether in cash, loaning of additional cash or through a partner's extra work in the business and are these the same for all partners?
2. Deferred Contributions; Does the agreement define how a partner may make contributions on a periodic installment basis or out of profits and are the terms the same for all partners?
3. Payment on Interest on Contributed Capital; Does the agreement stipulate whether or not interest shall be paid on contributed capital and is the same for all partners?
4. Contributions of Property; Does the agreement identify the specific property, tangible and intellectual, to be contributed, loaned or transferred to the partnership, its value and repayment terms, if applicable, and are the terms and conditions the same for all partners?
5. Contributions of Service; Does the agreement identify the services to be contributed to the partnership and the resultant ownership entitlements resulting from these services? Are the terms and conditions the same for all partners?
6. Failure to Make Initial Contribution; Does the agreement describe whether or not the partnership shall dissolve if any partner fails to pay his or her initial contribution of cash or services or the terms under which it may be continued as a partnership?
7. Additional Future Contributions; Does the agreement describe how additional capital may be contributed, required to be contributed (e.g., an annual contribution) or prevented from being contributed to the partnership and are the terms the same for all partners?
V Profits and Losses
1. Distribution of Profits and Losses; Does the agreement clearly state how the profits and losses of the partners shall be shared among the partners? Under the terms herein, do the disadvantaged applicant partners receive at least 51% of all profits and losses?
2. Draws to Partners; Does the agreement clearly state which partner shall be entitled to a draw, if any, and is the draw to the disadvantaged applicant partners the largest of all draws? Do draws in excess of partnership profits become loans to those partners and are the repayment terms spelled out and the same for all partners?
3. Retention of Profits for Business Needs; Does the agreement identify a limitation on the distribution of profits to retain cash for business needs and are these limitations apportioned among all partners in accordance with their ownership interests?
4. Salaries; Does the agreement identify that salaries shall be paid to partners and if so, are the disadvantaged applicant partners the highest salaried partners?
VI Management Powers and Duties
1. Skills Contributed; Does the agreement identify the skills or duties that each partner shall bring to the partnership and are those identified for the disadvantaged applicant partners in concert with the need for them to be in day-to-day management control of the partnership?
2. Hours Worked; Does the agreement specify the number of hours to be worked by each partner on partnership business? Does it reflect a full time commitment on behalf of at least one of the disadvantaged partners, and is this data the same as reported earlier during the EZInterview?
3. Leaves of Absence; Does the agreement identify the terms under which a partner may take a leave of absence from the partnership and address how the absence of one of the disadvantaged applicant partners would not affect the unconditional control requirements or 8(a)BD certification.
4. All Partners Work in Business;
5. Decisions; Does the agreement describe how partnership decisions both major and minor will be made? Does the agreement distinguish between major and minor decisions? Is the obligation for the disadvantaged applicant partners to be in total control of the partnership reconciled with this part of the agreement?
6. Unequal Management Powers; Does the agreement describe how the management of the business powers shall be exercised and the percent voting power for each partner?
7. Financial Matters; Does the agreement address how periodic and partner-requested accounting shall be made to determine profits and losses? Are there provisions for partners to borrow money, have expense accounts and are the types of expense accounts authorized and not authorized spelled out?
8. Signature Required on Partnership Checks; Does the agreement indicate how all partnership funds shall be deposited and upon whose signature(s) the funds may be withdrawn? Are the disadvantaged applicant partners required signatories? Is a non-disadvantaged person also a required signatory?
9. Prohibition Against Commingling;
10. For Businesses Receiving Funds to be held in a Trust Account;-
11. Meetings; Does the agreement specify when partnership meetings shall occur and is it clear that the disadvantaged applicant members controlling at least 51 percent of the partnership have to be present in order to conduct partnership business requiring a partnership vote?
12. Maintenance of Records; Does the agreement speak to where the records of the partnership shall be kept and what these records shall consist of?
14. Sick Leave;
15. Outside Business Activities; Does the agreement permit partners to engage in outside business activities? What restrictions are placed on these activities? Does the agreement recognize those instances whereby outside activities by partners could either compete directly with the partnership or endanger the small business status via the process of affiliation?
16. Ownership of Business Assets; Does the agreement clearly define how the business assets, including trade secrets, patents, copyrights, or the business name will be owned and controlled by the partnership?
17. Provision for a Managing Partner; Does the agreement provide for a Managing Partner and are the authorities of this partner clearly spelled out? Is it clear that during the period of the partnership's participation in the 8(a)BD program that the Managing Partner shall be one of the disadvantaged applicant partners?
VII Transfer of a Partner's Interest
1. Sale to Partnership; Does the agreement discuss how, if any partner leaves the partnership for any reason, they are obliged to sell their interest back to the partnership or if they receive an offer from a non-partner, the first refusal rights of the other partners?
2. Buy-Outs; Does the agreement speak to the different buy out methods, describing the method that shall be used to value the partnership and does it include a consent of spouse provision, if applicable?
3. Payments; Does the agreement speak to how buy-out payments shall be made, and how the partnership shall assume the departing partner's liabilities?
4. Continuity of Partnership Business; Does the agreement discuss how the partnership shall continue after a partner's death, permanent disability, retirement, voluntary withdrawal, or expulsion from the partnership and are there special provisions for the disadvantaged applicant partners?
5. Mediation and Arbitration; Does the agreement speak to the issues of mediation and arbitration with proper recognition that the disadvantaged partners must be in total day-to-day control of the partnership?
6. Amendments; Does the agreement include provisions to amend the partnership agreement, admit new partners, and the new partner's liabilities for existing partnership debts?
7. State Law; Does the agreement identify the state under which the partnership was formed and is it the same as identified in the EZInterview?
8. Signatures; Is the agreement signed and dated by all of the partners and are these the same individuals identified previously?