Partnership agreement template
A partnership agreement sets the rules two people agree on when they run a business together: who puts in what, how profits and losses are shared, how decisions are made and how the partnership ends. Fill in the details below and it is laid out as a PDF for both partners to sign.
This template is a general starting point, not legal advice. Laws differ between countries and states, so have it checked before signing anything important.
Fill in the details
Anything you leave empty becomes a blank line in the document, to fill in by hand or during signing.
Opens the signature request with this document and a signature box for each party already placed.
Preview
General Partnership Agreement
This General Partnership Agreement (the "Agreement") is made on __________ between __________, of __________, and __________, of __________ (each a "Partner").
1. Formation
The Partners form a general partnership called __________ (the "Partnership") to carry on __________, with its main place of business at __________. The Partners will register the business name and obtain the tax numbers, licenses and permits the law requires.
2. Contributions
The Partners make the following initial contributions: __________. No Partner has to contribute more unless both Partners agree in writing, and no Partner earns interest on a contribution.
3. Profits, Losses and Distributions
The Partnership’s profits and losses are shared __________. Profits are paid out __________.
4. Management and Decisions
Each Partner has an equal say in running the Partnership. Either Partner may approve an ordinary business expense or commitment of up to __________ alone.
Both Partners must agree in writing before the Partnership borrows money or guarantees a debt, buys or sells a major asset, signs a lease, hires an employee, admits a new partner, changes the nature of the business, or makes any single commitment above that amount.
5. Duties of the Partners
Each Partner will give the business the time and effort it reasonably needs and act in good faith toward the other Partner and the Partnership. While a Partner remains a Partner, that Partner will not compete with the Partnership or take its business opportunities personally without the other Partner’s written consent.
6. Accounts and Records
The Partnership will keep complete financial records and its own bank account, separate from the Partners’ personal accounts. Each Partner may inspect the records at any time. Any payment above the amount in section 4 requires the approval of both Partners.
7. Acting Outside Authority
A Partner who makes a commitment on behalf of the Partnership without the agreement this Agreement requires will compensate the Partnership and the other Partner for any loss that results.
8. A Partner Leaving
A Partner may withdraw by giving the other Partner at least ninety (90) days’ written notice. If a Partner withdraws, dies or becomes permanently unable to work in the business, the other Partner may continue the business and buy the departing Partner’s interest.
The price is the fair value of the departing Partner’s interest on the date of the event, as the Partners (or their representatives) agree or, if they cannot agree within thirty (30) days, as set by an independent accountant or business valuer they choose together. The price is paid within twelve (12) months unless agreed otherwise.
9. Ending the Partnership
If the business is not continued under section 8, or if both Partners agree to end it, the Partnership will be wound up: its assets sold or distributed, its debts paid, contributions returned, and anything left shared in the same proportion as profits.
10. Disagreements
The Partners will try in good faith to resolve any disagreement by discussion, and then through a neutral mediator, before either of them starts court proceedings.
11. General
This Agreement is governed by __________. It is the entire agreement between the Partners about the Partnership and may only be changed in writing signed by both Partners. If any part of it cannot be enforced, the rest stays in effect. It may be signed in counterparts and with electronic signatures, each of which is treated as an original.
Partner
__________
Partner
__________
Before you sign
In a general partnership, each partner is personally responsible for the business’s debts, including debts the other partner takes on for the business. Many small businesses choose a limited liability company instead to limit that risk. If you stay a partnership, this agreement sets clear limits on what one partner can commit to alone.
- Write down the value of anything other than cash a partner contributes, such as equipment or client lists, when it is contributed.
- Agree what happens if one partner wants out before it happens. Section 8 gives you a starting point.
- In the United States, get an EIN for the partnership; it files its own annual information return, Form 1065.
- Have an accountant or lawyer review the agreement if the partners contribute very different amounts or skills.
More than two partners
This template is written for two partners. For three or more, copy the text into your own editor, add each partner to the opening paragraph, the contributions and the signature blocks, and save it as a PDF before sending it for signature.
Frequently asked questions
Document templates
All templates- Mutual non-disclosure agreement (NDA) templateA plain-English mutual NDA for two parties who share confidential information. Fill in the details, then download the PDF or send it for signature.
- Residential lease agreement templateA plain-English lease for renting a house or apartment for a fixed term. Fill in the rent, deposit and rules, then download it or send it for signature.
- Bill of sale templateA general bill of sale for a car, boat, equipment or other personal property. Fill in the item, price and condition, then download it or send it for signature.
- Independent contractor agreement templateAn independent contractor agreement covering the work, payment, taxes, confidentiality and ownership of results. Fill it in and send it for signature.
- Freelance services agreement templateA clear freelance contract covering the work, fees, payment, ownership of the results and how either side can end it. Fill it in and send it for signature.
- Employment agreement templateAn at-will employment agreement covering the role, pay, hours, benefits, confidentiality and ownership of work. Fill it in and send it for signature.
- Job offer letter templateA professional job offer letter with the role, start date, pay, hours, benefits and conditions. Fill in the details and send it to the candidate to sign.
- Promissory note templateA simple promissory note for a personal or business loan, with interest, a repayment schedule and late payment terms. Fill it in and send it for signature.
- Release of liability waiver templateA liability waiver for activities, classes and events, with assumption of risk and medical consent sections. Fill it in and send it for signature.
- Photo release form templateA photo and model release giving permission to use a person’s photos and video, with clear limits on where and for how long. Fill it in and send it to sign.
- Letter of intent (LOI) templateA non-binding letter of intent for a business deal, with binding confidentiality and exclusivity terms. Fill in the deal terms and send it for signature.
- Memorandum of understanding (MOU) templateA memorandum of understanding for two organizations working together: shared goal, roles, costs and how to end it. Fill it in and send it for signature.