Category: Partnership
Partnership Agreement
Two-or-more-party general partnership agreement for small businesses and co-founders.
When to use
Use when two or more people are going into business together as a general partnership. For co-founders, LLC operating agreements or corporate charters are usually more appropriate — this template is best for simple shared ventures.
Template body
PARTNERSHIP AGREEMENT
This Partnership Agreement (this "Agreement") is entered into as of {{effective_date}} by and among {{partner_1_name}}, {{partner_2_name}}{{additional_partners}} (each a "Partner" and collectively the "Partners").
1. FORMATION
The Partners form a general partnership (the "Partnership") under the laws of {{governing_law_state}} to carry on the business described below.
2. NAME AND BUSINESS
The Partnership will operate under the name "{{partnership_name}}". The Partnership's business is: {{business_description}}.
3. TERM
The Partnership begins on the Effective Date and continues until dissolved as provided in this Agreement.
4. CAPITAL CONTRIBUTIONS
Each Partner has contributed, or will contribute, the following to the capital of the Partnership:
{{capital_contributions}}
5. PROFIT AND LOSS SHARING
Profits and losses of the Partnership are shared among the Partners as follows:
{{profit_loss_sharing}}
6. MANAGEMENT
{{management_structure}}
Material decisions — including taking on debt over {{debt_threshold}}, admitting new partners, selling Partnership assets outside the ordinary course of business, or dissolving the Partnership — require the unanimous written consent of all Partners.
7. DISTRIBUTIONS
The Partnership shall distribute available cash to the Partners in accordance with Section 5, at such times as the Partners agree. The Partnership shall maintain sufficient reserves for operating expenses, taxes, and anticipated capital needs.
8. TRANSFERS OF INTEREST
No Partner may transfer, sell, or assign their interest in the Partnership without the prior written consent of all other Partners. Any attempted transfer in violation of this Section is void.
9. WITHDRAWAL AND DISSOLUTION
A Partner may withdraw from the Partnership with {{withdrawal_notice_days}} days' written notice. The remaining Partners may elect to buy out the withdrawing Partner's interest at fair market value, determined by agreement or by an independent appraiser if the Partners cannot agree. The Partnership dissolves upon the unanimous written agreement of all Partners or as required by law.
10. BOOKS AND RECORDS
The Partnership shall maintain complete and accurate books of account, accessible to any Partner on reasonable notice. The Partnership's fiscal year ends on December 31.
11. DISPUTES
The Partners shall attempt in good faith to resolve any dispute through mediation before resorting to litigation.
12. GOVERNING LAW
This Agreement is governed by the laws of {{governing_law_state}}.
13. ENTIRE AGREEMENT
This Agreement is the entire understanding among the Partners regarding the Partnership. Any amendment must be in writing and signed by all Partners.
IN WITNESS WHEREOF, the Partners have executed this Agreement as of the Effective Date.
{{partner_1_name}} {{partner_2_name}}
Signature: ___________________ Signature: ___________________
Date: ________________________ Date: ________________________
Customizable fields (12)
{{partner_1_name}} — Partner 1 name (text)
{{partner_2_name}} — Partner 2 name (text)
{{additional_partners}} — Additional partners (optional, comma-separated) (text)
{{effective_date}} — Effective date (date)
{{partnership_name}} — Partnership name (text)
{{business_description}} — Business description (text)
{{capital_contributions}} — Capital contributions (text)
{{profit_loss_sharing}} — Profit and loss sharing (text)
{{management_structure}} — Management structure (text)
{{debt_threshold}} — Debt threshold requiring unanimous consent (text)
{{withdrawal_notice_days}} — Withdrawal notice (days) (number)
{{governing_law_state}} — Governing law (state) (text)