Do partners need a written agreement?

No state uniformly requires a written agreement to form a general partnership, but a written contract reduces ambiguity, evidences intent, and helps avoid litigation over oral terms.

Can this agreement be signed electronically?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are met.

Are notarization or witnesses required?

Generally not required for partnership agreements; however, certain real estate attachments or state filings may require notarization or witnesses—verify state law before recording.

How does it affect taxes?

A written agreement governs allocations and reporting; partnerships file Form 1065 and issue K-1s to partners. Misstated allocations can trigger IRS adjustments and penalties.

How to add or remove a partner?

Follow amendment procedures set in the agreement, including notice, valuation, buyout formula, and required approvals; document all changes in a signed amendment.

What happens if partners disagree?

Use the agreement’s dispute-resolution provisions—mediation or arbitration—before litigation. Clear procedural rules reduce operational disruption and legal costs.

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General Partnership Agreement

General Partnership Agreement

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GENERAL PARTNERSHIP AGREEMENT

This General Partnership Agreement is made and entered into effective for all purposes and in all respects as of by and among the undersigned parties.

The parties hereto desire to join together in a general partnership for the purposes set forth in Article IV hereof; and the parties hereto desire to set forth in full the terms and conditions of their agreements and understandings herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

ARTICLE I
Definitions

1. The following terms shall have the indicated meanings ascribed to them when used herein:

(A) "Agreement" shall mean and refer to this General Partnership Agreement and Exhibit A attached hereto and made a part hereof, as amended and in effect from time to time.

(B) "Capital Account" shall mean and refer to the Capital Contribution of a Partner, adjusted to reflect distributive share of profits and losses and distributions by the Partnership.

(C) "Capital Contribution" or "Capital Contributions" shall mean and refer to the amount of cash contributed to the capital of the Partnership, as reflected in Exhibit A, as well as any additional contribution required pursuant to this Agreement.

(D) "Exhibit A" shall mean and refer to the original Exhibit A to this Agreement, as amended and in effect from time to time.

(E) "I.R.C." shall mean and refer to the Internal Revenue Code of 1954, as amended from time to time, or any similar Federal internal revenue law enacted in substitution of the Internal Revenue Code of 1954, and the corresponding sections of the revenue laws of any state or jurisdiction.

(F) "Net Cash Flow" shall mean and refer to the taxable income of the Partnership for Federal income tax purposes, as shown on the books of the Partnership, increased by certain deductions and non-taxable receipts and reduced by specified payments, expenditures, and reserves.

(G) "Partner" and "Partners" shall mean and refer to that person or persons designated as such in Exhibit A.

(H) "Partnership" shall mean and refer to , a general partnership, formed under and pursuant to the Uniform Partnership Act (, ) and other relevant laws of the .

(I) "Partnership Accounting Year" shall mean and refer to the accounting year of the Partnership, ending December 31 of each year unless the Partners otherwise determine.

(J) "Partnership Assets" shall mean and refer to the Partnership Property and any other assets or property of the Partnership.

(K) "Partnership Interest" shall mean and refer to a Partner’s Capital Account, Percentage of Partnership Interest, right to distributions under Article XII hereof and any other rights which such Partner has in the Partnership.

(L) "Partnership Property" shall mean and refer to that certain parcel of land, located at the together with all rights, privileges, interests, easements, improvements, hereditaments and appurtenances thereunto belonging or appertaining, and all fixtures, equipment and appliances therein or thereat, and any additions thereto.

(M) "Percentage of Partnership Interest" shall mean and refer to the percentage in the Partnership shown opposite the name of such Partner in Exhibit A.

(N) "Signatory Partner" shall mean and refer to that person designated as such in Exhibit A.

(O) "Term" shall mean and refer to the period of time that the Partnership shall continue in existence, which period of time shall begin on the date hereof and end on , unless sooner terminated in accordance with the provisions of Article XIV hereof.

2. Unless the context clearly indicates otherwise, where appropriate the singular shall include the plural and the masculine shall include the feminine or neuter, and vice versa.

3. Unless otherwise specifically and expressly limited in the context, any reference herein to a decision, determination, act, action, exercise of a right, power or privilege, or other procedure by the Partners shall mean and refer to such decision, determination, act, action, exercise or other procedure by the Partners in their sole and absolute discretion.

ARTICLE II
Name of Partnership

The name of the Partnership shall be .

ARTICLE III
Principal Place of Business and Principal Office of Partnership

The principal place of business of the Partnership shall be at the Partnership Property.

The principal office of the Partnership shall be located .

The Partnership may have such other or additional offices, either within or without the , as the Partners shall deem advisable.

ARTICLE IV
Business of Partnership

The business of the Partnership shall consist of:

1. Acquiring, owning, leasing and operating the Partnership Property for the production of a profit; and

2. Carrying on any and all activities related to the foregoing.

ARTICLE V
Capital Contributions; Percentages of Partnership Interest

1. (A) Simultaneously with his execution of this Agreement, each Partner shall be obligated to contribute to the capital of the Partnership, in cash or by good check, that sum set forth after such Partner’s name in Exhibit A.

(B) No Partner shall be required under any circumstances to contribute to the capital of the Partnership any amount beyond that sum required pursuant to this Article V.

2. (A) In the event that additional funds are required by the Partnership, the Partners may use their best efforts to cause the Partnership to borrow such funds from commercial banks, savings and loan associations and/or other lending institutions or persons.

(B) In the event that the Partners are unable to cause the Partnership to borrow said required additional funds, the Partners may, but shall not be required to, lend such funds to the Partnership. Any loans to the Partnership from the Partners shall bear interest at the rate of one percent above the prime rate on new ninety day loans in effect at of , and shall be repaid to the Partners on the terms upon which such loans are made.

3. No interest shall accrue or be payable to any Partner by reason of his Capital Contribution or his Capital Account.

4. The foregoing provisions of this Article V are not intended to be for the benefit of any creditor or other person.

ARTICLE VI
Profits and Losses

1. For bookkeeping purposes, the profits of the Partnership shall be shared, and the losses of the Partnership shall be borne, by the Partners in proportion to their respective Percentages of Partnership Interest.

2. For the purposes of I.R.C. Sections 702 and 704, the determination of each Partner’s distributive share shall be made in accordance with and in proportion to such Partner’s Percentage of Partnership Interest.

ARTICLE VII
Return of Capital Account

On or after the expiration of the Term, any Partner, upon ninety (90) days written notice to all other Partners, shall be entitled to the return of his Capital Account as of the date of such notice, provided that Partnership Assets are then sufficient to cover all liabilities.

ARTICLE VIII
Legal Title to Partnership Property

Legal title to the Partnership Property shall be held in the name of the Partnership, or in whatever other manner the Partners shall determine to be in the best interests of the Partnership.

ARTICLE IX
Management of Business

1. Management of the Partnership business shall in every respect be the full and complete responsibility of the Partners, who shall have all rights, powers and authorities permitted by the laws of the State of .

2. Prior approval of Partners owning more than percent () of the total Percentage of Partnership Interest shall be required for refinancing or sale of all or substantially all of the Partnership Assets.

3. Except as otherwise set forth herein, Partners shall not be paid any salary or other compensation in his capacity as a Partner.

4. Each of the Partners shall be fully and entirely reimbursed by the Partnership for any and all out-of-pocket costs and expenses incurred by such Partner in connection with the management and supervision of the Partnership business.

ARTICLE X
Management Services

In furtherance of the provisions of Article IX hereof, the Partners may contract with any person, firm or corporation, including any of the Partners, for the performance of any and all services to be rendered to the Partnership at reasonable and competitive rates of compensation.

ARTICLE XI
Bank Accounts; Books of Account; Tax Elections

1. The funds of the Partnership shall be deposited in such separate Partnership bank account or accounts as may be required.

2. There shall be kept at the principal office of the Partnership just, true and correct books of account.

3. If there is a distribution of any Partnership Property or a transfer then, upon the request of any Partner, the Partners shall cause the Partnership to file an election under I.R.C. Section 754.

ARTICLE XII
Distributions

1. The Net Cash Flow shall be distributed annually among the Partners in accordance with the provisions of this Article XII.

2. All distributions made within the Partnership Accounting Year shall be subject to adjustment by reference to the audit report for such year.

3. The Net Cash Flow of the Partnership shall be distributed to all Partners, pro rata, in proportion to their respective Percentages of Partnership Interest.

4. In the event of sale, refinancing, insurance settlements, or partial condemnation, the net or excess proceeds shall be distributed among the Partners, pro rata, after payment of liabilities.

ARTICLE XIII
Assignability of Partnership Interest

No Partner shall have any right to sell, assign, transfer or otherwise dispose of any legal or beneficial right, title or interest in and to his Partnership Interest.

Notwithstanding any other provision, neither Partner shall dispose of any part or all of his Partnership Interest without first giving to the other Partner at least thirty (30) days' advance written notice.

ARTICLE XIV
Dissolution of Partnership

1. No Partner shall have the right, power or authority at any time to withdraw or resign from the Partnership or to sell or dispose of all or substantially all of his Partnership Interest.

2. The Partnership shall be dissolved upon the occurrence of any of the following events:

(a) Retirement, adjudication of insanity or incompetency, death and/or adjudication of bankruptcy of any of the Partners.

(b) Whenever Partners owning at least percent () of the total Percentage of Partnership Interest shall determine in writing that the Partnership shall be dissolved.

(c) The sale of all or substantially all of the Partnership Property.

(d) The occurrence of any other event causing the dissolution of a general partnership under the laws of the .

3. For 2-Partner Partnership and 3 or more Partner Partnership provisions, dissolution and buyout procedures shall apply as set forth in the Agreement.

4. The Partnership shall terminate when all Partnership Assets shall have been disposed of and the net proceeds distributed to the Partners as provided in Article XII hereof.

ARTICLE XV
Miscellaneous Provisions

1. Except for the required Capital Contributions under Article V hereof, no Partner shall be liable to any other Partner or to the Partnership by reason of his actions or omissions to act in connection with the Partnership, except for actual fraud, bad faith or gross negligence.

2. Except as provided herein, nothing herein contained shall be construed to constitute any Partner the agent of any other Partner.

3. Any claim or controversy arising out of or relating to this Agreement shall, upon request, be submitted to and settled by arbitration in accordance with the rules of the American Arbitration Association then obtaining in the .

4. All notices provided for herein shall be hand delivered or sent by certified or registered mail to the address of the Partner as shown on Exhibit A.

5. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties hereto with respect to the Partnership.

6. Questions with respect to construction, enforcement and interpretation shall be determined in accordance with the laws of the .

7. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations.

8. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective spouses, heirs, executors and administrators, personal and legal representatives, successors and assigns.

IN WITNESS WHEREOF, the undersigned Partners have hereunto affixed their signatures and seals as of the day and year first above written.

WITNESS:

________________________________

PARTNERS:

________________________________ (SEAL)

EXHIBIT A

TO

GENERAL PARTNERSHIP AGREEMENT

OF

Partners

TOTAL

Amount of Initial Capital Contribution

$

Percentage of Partnership Interest

100.00%

Additional Notes

Checkboxes

Signatory Partner designated in Exhibit A

Request Section 754 election

Witness Signature

________________________________

Partner Signature

________________________________ (SEAL)

What a General Partnership Agreement Is and when it applies

A General Partnership Agreement is a written contract between two or more partners that defines the business relationship, contributions, profit and loss allocation, governance, and exit rules for an unincorporated partnership. While partnerships can form by conduct, a written agreement clarifies rights and reduces disputes by documenting capital contributions, management authority, voting rules, distribution timing, accounting, and procedures for adding or removing partners. The agreement does not create a separate legal entity like an LLC unless state law provides a separate registration; it primarily governs the partners’ internal relationship and external obligations to creditors and third parties.

Why a written General Partnership Agreement matters

A written agreement minimizes ambiguity about partner roles, financial responsibilities, and decision-making, and it provides a roadmap for dispute resolution, dissolution, and tax reporting under federal and state law.

Who typically prepares and signs this agreement

Common users include founding partners, small business owners, outside counsel, and accountants who need a clear framework for governance and tax compliance.

Founding partners and co-owners who will operate the business and share profits and losses.
Attorneys and accountants who draft, review, or advise on tax and liability implications.
Lenders, landlords, or vendors that require proof of authority and partner signatures for contracts.

The agreement also serves lenders, investors, and banks that request documentation of ownership, contributions, and authorized signers.

Typical signatories and their roles

Managing Partner

The Managing Partner signs on behalf of the partnership for routine operations, enforces governance provisions, and is often responsible for day-to-day management and binding the partnership within the authority set by the agreement.

Outside Counsel

An attorney or advisor signs or certifies the agreement when providing drafting or review services; counsel documents compliance with state law and may advise on tax classification, fiduciary duties, and dispute-resolution clauses.

Core sections to include in a professional agreement

A comprehensive General Partnership Agreement organizes obligations and expectations into clear sections so partners and third parties can confirm authority, financial commitments, and exit rules without ambiguity.

Partnership Identity

Name, principal place of business, and purpose: specify the partnership trade name, principal office address, and the business activities the partnership will conduct to prevent ambiguity in contracts.

Partner Details

Full legal names, addresses, and roles for each partner, plus the entity type (individual or entity) and whether capital accounts are separate or pooled for accounting and tax reporting.

Capital Contributions

Describe cash, property, services, or promissory notes contributed, timing and valuation method, and consequences for shortfalls or additional capital calls.

Profit & Loss Allocation

Specify percentages or formulas for distributing profits and losses, when distributions are paid, priority of distributions, and adjustments for advances or guaranteed payments.

Management & Voting

Set decision-making authority, voting thresholds for ordinary vs extraordinary actions, duties of managing partners, and procedures for meetings and notices.

Dissolution & Exit

Cover events triggering dissolution, buyout formulas, valuation methods, noncompete or transfer restrictions, and steps for winding up partnership affairs.

Step-by-step: how to complete a General Partnership Agreement

Follow these steps in order to produce a clear, enforceable agreement that captures partner intent and minimizes operational risk.

01

Identify Parties: List full legal names, roles, and contact information for every partner.
02

Record Contributions: Detail capital contributions with dates and valuation methods for each partner.
03

Set Governance: Define management authority, voting rules, and decision thresholds.
04

Execute & Date: All partners sign and date; include witnesses or notarization if required.

Where to send copies and who receives final documents

After execution, distribute and store signed originals and certified copies with relevant parties and systems to maintain operational and compliance readiness.

Banking: Provide signed agreement to banks for account and signature authority.
Tax Advisor: Send to accountant for Form 1065 setup and partner K-1 preparation.
Partners: Give each partner an executed copy for records and tax filings.
Records System: Store scanned executed copy in a secure document repository.

Online workflow settings for digital completion

Configure these settings when preparing the agreement for electronic completion to ensure proper routing, authentication, and record retention.

Field	Configuration
Signature order	Sequential or parallel routing per partner roles
Authentication	Email link or SMS code; stronger KBA for high-risk signers
Template reuse	Save as template for repeat partnerships or amendments
Storage	Set secure repository and retention rules

Digital signing and platform considerations

Choose a platform that supports secure storage, audit trails, and the integrations your business requires.

Integrations: Salesforce, NetSuite, Google Workspace supported
File types: PDF, DOCX, and HTML accepted
Authentication: Email, SMS, or advanced signer verification

How a General Partnership Agreement compares with similar documents

Compare core differences so you can choose the right instrument for liability, governance, and filing obligations.

Criteria	General Partnership	LLC Operating Agreement
Liability	personal liability	limited liability
Formal Filing	no state filing required	state filing required
Tax Treatment	pass-through partnership	pass-through default, election options
Transferability	restricted by agreement	often restricted and governed by operating agreement

eSignature vendor pricing and feature snapshot relevant to this agreement

Below is a concise pricing and capability comparison for common eSignature vendors; signNow is listed first per page conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
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	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Key deadlines and recurring filing events to track

Monitor these routine dates and fiscal deadlines to maintain compliance and avoid penalties that may arise from late filings or distributions.

Effective Date:

Set and record the agreement effective date in MM/DD/YYYY format

Initial Contributions Due:

Specify the date by which capital contributions must be delivered

Annual Accounting:

Agree on fiscal year close and annual accounting procedures

Federal Tax Return:

Partnership return (Form 1065) typically due March 15 annually

Partner K-1s:

Issue partner K-1s in time to meet individual return filings

Common preparation mistakes to avoid

Leaving partner capital contributions undefined, which creates valuation disputes and accounting inconsistencies during distributions or buyouts.
Not documenting decision thresholds for major actions, causing deadlock and litigation risk when partners disagree on strategic matters.
Failing to specify buy-sell terms or valuation formulas, leaving partners without a clear exit mechanism and increasing negotiation costs.
Using ambiguous or oral promises for ownership percentages or profit splits, which complicates tax reporting and can trigger IRS scrutiny.

Primary legal and financial risks

Fiduciary Breach: Litigation and monetary damages

Tax Misreporting: IRS penalties and interest

Unauthorized Contracts: Personal liability exposure

Poor Recordkeeping: Disallowed deductions, audit risk

Transfer Disputes: Forced sales or injunctions

Data Exposure: Regulatory fines for PHI or consumer data

Supporting elements to include with the agreement

Include these companion documents and clauses to strengthen enforceability and operational clarity across banking, tax, and third-party relationships.

Exhibits & Schedules

Attach capital account ledgers, initial contribution receipts, and schedules listing partner percentages and special allocations.

Bank Resolutions

Provide a partner-authorized bank resolution designating signers for accounts and check-signing authority.

Tax Elections

Document any special tax elections or accounting method choices to ensure consistent IRS reporting.

Confidentiality Clause

Include NDA or confidentiality language where partners handle sensitive client or IP information.

Practical tips for accurate and efficient completion

Follow these practices to reduce errors, speed onboarding, and make the agreement easier to administer.

Use precise numeric terms

Record dollar amounts, percentages, and dates numerically and in words to avoid ambiguity and disputes over interpretation.

Define valuation methods

Specify appraisal or accounting methods for valuing noncash contributions and for buyout calculations to limit disagreement.

Include amendment process

Require written, signed amendments with a defined approval threshold to simplify future changes and avoid informal modifications.

Centralize records

Keep executed agreements and all related exhibits in a secure document repository with version control and audit logs.

Real-world examples of partnerships using written agreements

These examples illustrate how partners benefit from clarity and compliant execution in different operational contexts.

Martin Properties — Real Estate

Tim Martin used online execution to handle lease and partnership documents across deals.

He processed and executed documents online with compliance.
The online workflow reduced in-person meetings and kept transaction records consistent, which simplified closings and lender reviews.

Xerox — Systems Integration

Xerox integrated signing with back-office systems to control authorizations for partner agreements.

NetSuite integration enabled automated record updates.
Integration ensured the right documents and signatures flowed into accounting and contract management for accurate revenue recognition.

Frequently asked questions about General Partnership Agreements

Answers to common legal, tax, and execution questions to help partners avoid pitfalls when preparing or amending an agreement.

Need help? Contact support

Do partners need a written agreement?
No state uniformly requires a written agreement to form a general partnership, but a written contract reduces ambiguity, evidences intent, and helps avoid litigation over oral terms.
Can this agreement be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are met.
Are notarization or witnesses required?
Generally not required for partnership agreements; however, certain real estate attachments or state filings may require notarization or witnesses—verify state law before recording.
How does it affect taxes?
A written agreement governs allocations and reporting; partnerships file Form 1065 and issue K-1s to partners. Misstated allocations can trigger IRS adjustments and penalties.
How to add or remove a partner?
Follow amendment procedures set in the agreement, including notice, valuation, buyout formula, and required approvals; document all changes in a signed amendment.
What happens if partners disagree?
Use the agreement’s dispute-resolution provisions—mediation or arbitration—before litigation. Clear procedural rules reduce operational disruption and legal costs.

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