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Partnership Agreement Template

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PARTNERSHIP AGREEMENT

This Partnership Agreement ("Agreement") is made and entered into as of by and between Party A: , whose principal place of business or residence is located at , and Party B: , whose principal place of business or residence is located at .

RECITALS

WHEREAS, the parties desire to associate themselves as partners pursuant to the laws of the applicable jurisdiction to carry on the business described in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights, duties, capital contributions, allocations of profits and losses, distributions, management authority and procedures for admission and withdrawal of partners; and

WHEREAS, the parties have contributed or will contribute the capital described below and agree to be bound by the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. FORMATION

1.1 Name. The partners hereby form a partnership to be conducted under the name: (the "Partnership").

1.2 Purpose. The Partnership shall engage in the following business activities:

1.3 Term. The Partnership shall commence on the Effective Date set forth above and shall continue until terminated in accordance with this Agreement.

2. CAPITAL CONTRIBUTIONS

2.1 Initial Contributions. Each partner shall contribute capital to the Partnership as set forth below. The partners acknowledge receipt of the initial capital contributions indicated opposite their names and agree that such contributions shall be credited to their capital accounts.

2.2 Additional Contributions. No partner shall be required to make additional capital contributions except upon the unanimous written consent of the partners. Any agreed additional contribution shall be documented in writing and shall specify the amount, timing and effect on the partners' capital accounts.

3. ALLOCATIONS, DISTRIBUTIONS, AND ACCOUNTING

3.1 Allocations of Profits and Losses. Except as otherwise required by law or this Agreement, all items of partnership income, gain, loss and deduction shall be allocated between the partners in the following percentages: Party A: % and Party B: %.

3.2 Distributions. Net cash available for distribution shall be distributed to the partners at such times and in such amounts as the partners shall determine in accordance with the agreed allocation percentages, subject to retention for reasonable reserves as determined by the partners.

3.3 Fiscal Year and Accounting. The Partnership's fiscal year shall end on the day of . The Partnership shall maintain complete and accurate books of account in accordance with generally accepted accounting principles consistently applied.

4. MANAGEMENT

4.1 Management Authority. Unless otherwise provided in this Agreement, management and control of the Partnership shall be vested in the partners acting by majority vote of the partnership interests. Each partner shall have authority to bind the Partnership in the ordinary course of business; extraordinary actions as defined below require the consent of all partners.

4.2 Extraordinary Actions. The following actions shall require the unanimous written consent of all partners: (a) amendment of this Agreement; (b) admission of a new partner; (c) sale or disposition of substantially all Partnership assets; (d) incurrence of indebtedness outside the ordinary course in excess of ; and (e) dissolution of the Partnership other than as otherwise provided herein.

5. TRANSFERS, ADMISSION AND WITHDRAWAL

5.1 Restrictions on Transfer. No partner shall transfer or encumber any interest in the Partnership without the prior written consent of the other partners. Any purported transfer in violation of this Agreement shall be null and void as to the Partnership.

5.2 Admission of New Partners. Admission of a new partner shall require the unanimous written consent of the existing partners and execution by the new partner of any documents reasonably necessary to reflect the new partner's obligations and rights under this Agreement.

5.3 Withdrawal. A partner may withdraw from the Partnership upon providing no less than days' written notice to the other partners. Withdrawal shall be subject to settlement of the withdrawing partner's capital account in accordance with Section 7.

6. DISSOLUTION; WINDING UP

6.1 Events of Dissolution. The Partnership shall be dissolved upon the occurrence of any event requiring dissolution by law, the unanimous written agreement of the partners, or as otherwise provided in this Agreement.

6.2 Winding Up. Upon dissolution, the partners shall proceed with reasonable promptness to wind up the Partnership affairs. Liquidation shall be conducted in a commercially reasonable manner and assets shall be applied in the following order: (a) creditors (including partners who are creditors), (b) partner capital accounts, and (c) distributed to partners in accordance with their positive capital account balances after all adjustments required under this Agreement and applicable law.

7. BOOKS, RECORDS AND TAX MATTERS

7.1 Books and Records. The Partnership shall keep complete and accurate books and records at its principal place of business, which shall be available for inspection by any partner at reasonable times during normal business hours.

7.2 Tax Matters Partner. The partners shall designate one partner to act as tax matters partner for all federal and state tax purposes, with authority to represent the Partnership in tax audits and proceedings. Designated tax matters partner:

8. NOTICES

8.1 Method of Notice. All notices, demands or other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered in person, (b) sent by certified mail, return receipt requested, or (c) delivered by nationally recognized overnight courier, to the addresses set forth in the opening paragraph or to such other address as a partner shall designate by notice to the other partner.

9. AMENDMENT; WAIVER

9.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by all partners.

9.2 Waiver. No waiver by any partner of any breach or default shall be effective unless in writing. No waiver of any provision shall constitute a waiver of any other provision or of any subsequent breach or default.

10. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to conflict of law principles.

11.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid substitute provision that comes closest to the intent of the invalid provision.

11.3 Entire Agreement. This Agreement, including any schedules or exhibits executed by the parties, constitutes the entire agreement among the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and arrangements.

12. MISCELLANEOUS

12.1 Representation and Warranties. Each partner represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorized.

12.2 Enforcement Costs. In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in enforcing its rights.

SIGNATURES

Party Label:

By:

Date:

Party Label:

By:

Date:

Enter text✕

What a Partnership Agreement Template Is and When to Use It

A Partnership Agreement Template is a reusable legal document that records the rights, obligations, ownership interests, management structure, capital contributions, profit and loss allocation, and exit procedures for two or more business partners. It serves as a baseline contract to reduce ambiguity and help prevent disputes by setting governance rules and decision-making processes. The template can be adapted for general partnerships, limited partnerships, or informal partner arrangements and is commonly executed when partners form a business, change ownership percentages, or memorialize an existing operating understanding.

Why a Written Partnership Agreement Matters

A clear written agreement reduces ambiguity between partners, documents financial contributions and distributions, and sets procedures for decision-making, buyouts, and dissolution. It protects partners against unexpected liability allocation and supports consistent treatment for tax, banking, and contracting purposes.

Why a Written Partnership Agreement Matters

Who Typically Uses This Template

The Partnership Agreement Template is used by founders, small-business partners, family businesses, and advisors when formalizing rights and responsibilities.

  • Small business founders and co-owners establishing ownership percentages and capital contributions.
  • Professional service partners documenting management roles, profit splits, and dispute resolution.
  • Advisors and attorneys preparing standardized forms for repeat use across client engagements.

Use this template as a starting point and customize it to reflect the partnership’s commercial realities and applicable state rules.

Typical Signatories and Their Roles

Managing Partner

The managing partner oversees daily operations, holds delegated decision authority, and is responsible for implementing partnership policies. Signatures from managing partners confirm acceptance of management duties and liability exposure under the agreement.

Non-Managing Partner

A non-managing partner contributes capital or resources, shares profits and losses, and retains rights to information and distributions. Their signature affirms consent to the agreement’s allocation, voting rules, and withdrawal provisions.

Essential Clauses to Include in a Professional Template

A complete partnership agreement addresses formation, capital and distributions, management and voting, transfer restrictions, dispute resolution, and termination to reduce future friction and clarify obligations.

Capital Contributions

Specify initial cash, property, services, or intellectual property each partner contributes, timing of contributions, valuation method, and consequences for missed or late funding to avoid disputes over equity and capital accounts.

Profit and Loss Allocation

Define how profits, losses, and tax items are allocated among partners, whether according to capital percentage, special allocations, or other agreed formula, and how distributions will be scheduled.

Management and Voting

State which partners have management authority, voting thresholds for ordinary and major decisions, quorum requirements, and procedures for appointing officers or committees.

Transfer Restrictions

Include right-of-first-refusal, buy-sell mechanics, admission of new partners, and restrictions on assignments to protect continuity and control of the business.

Dispute Resolution

Specify mediation, arbitration, venue, governing law, and costs allocation to provide an agreed path for resolving disagreements outside of court when possible.

Dissolution and Exit

Describe events triggering dissolution, winding-up procedures, asset distribution rules, and buyout formulas so partners understand exit steps and valuation methodology.

Step-by-Step: How to Complete the Partnership Agreement

Follow a simple sequence to customize and execute the template so all partners review terms and documentation is preserved.

  • 01
    Customize Terms: Edit contributions, profit splits, and governance to match your arrangement.
  • 02
    Legal Review: Have counsel check tax, liability, and regulatory implications.
  • 03
    Signatures: All partners sign, date, and initial amendments where required.
  • 04
    Distribute Copies: Provide executed copies to partners, banks, and advisors.

Typical Execution and Distribution Workflow

A standard execution workflow moves the agreement from draft to executed copies, ensuring secure signing and record retention.

  • Draft Upload: Upload the template to your signing platform or cloud storage.
  • Field Placement: Insert signature, initials, and date fields for each signer.
  • Signer Authentication: Choose authentication level: email, SMS code, or stronger methods.
  • Completed Storage: Save executed PDF copies and maintain an audit trail.

Online Configuration Checklist for Digital Execution

Configure workflow settings to match your signing and compliance needs before sending the agreement for signature.

Template Name and Tags Use descriptive names and tags for version control and quick retrieval.
Signer Order Set sequential or parallel signing depending on required approvals.
Authentication Level Select email, SMS code, or knowledge-based authentication for higher assurance.
Reminders and Expiry Enable automated reminders and set link expiration to accelerate completion.
Retention Settings Configure automatic saving to secure cloud storage and retention policies.

Technical Considerations for Digital Signing and Storage

Choose a platform that supports your required file types, integrations, and compliance features for secure execution.

  • File Formats: PDF, DOCX, HTML supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, or stronger

Ensure the selected platform can provide a tamper-evident signed PDF, an audit trail with timestamps and IP details, and meets any industry compliance requirements you have.

Security, Compliance, and Technical Controls to Consider

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Certifications: SOC 2 Type II available
HIPAA Support: HIPAA-compliant with BAA
Regulatory Standards: ESIGN and UETA compliance
Audit Trail: Detailed timestamps, IP, and action logs
Accessibility: WCAG 2.0 Level AA support

Common Legal and Financial Risks to Avoid

Tax Misclassification: Incorrect allocations increase audit risk
Unclear Authority: Unauthorized acts can bind partners
Incomplete Terms: Ambiguity leads to litigation
Missing Signatures: Unsigned provisions may be unenforceable
Improper Filing: State filings may incur fees
Data Exposure: Inadequate security risks breaches

Frequent Preparation Mistakes and How They Cause Problems

  • Using vague terms for capital contributions and profit sharing results in disagreement and potential re-litigation over intent and valuations.
  • Failing to specify governing law and dispute resolution can dramatically increase costs and complexity if partners are in different states.
  • Not recording buy-sell terms or valuation methodology can lead to opportunistic offers and contested exits without an agreed formula.
  • Overlooking required signatures, witness lines, or notarization where state practice suggests formalities risks enforceability in disputes.

Real-World Examples of Template Use

Two brief customer examples show how teams use templates and digital signing to finalize partnership documents efficiently.

Optica Ventures LLC

Optica used the template to standardize agreements across multiple investments

  • Simplified partner onboarding and recordkeeping
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties

A small real estate group executed partnership amendments remotely

  • Reduced turnaround times for signatures
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Practical Tips for Accurate and Efficient Completion

Follow these best practices to reduce errors and speed execution while preserving legal enforceability and auditability.

Use Clear Definitions
Define capital terms, partner classes, and technical terms at the start. Clear definitions prevent inconsistent interpretation and reduce litigation risk.
Keep a Version Log
Track edits with dates and author notes. Maintain an executed final copy and archive earlier drafts separately to avoid confusion.
Limit Free-Text Critical Fields
Use structured fields for monetary values, dates, and percentages to reduce data entry errors and simplify downstream reporting and tax filings.
Confirm Identity
Verify signer identity using reliable authentication, and retain an audit trail to support attribution and enforceability.

How signNow Compares on Pricing and Key Capabilities

A concise vendor comparison for common decision factors when selecting an eSignature provider for partnership agreement execution. signNow is listed first per comparison 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 trial Varies by vendor Varies by vendor Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions and Troubleshooting

Answers to common questions about validity, notarization, e-signature evidence, and technical issues when using a Partnership Agreement Template.


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