Free partnership agreement template (Word)
A general partnership agreement for two or more partners: each partner's contribution and share, how profits and losses are split, drawings and salaries, day-to-day and major decisions, a spending limit, the bank account, leaving and buyout, dissolution and disputes.
No sign-up. Your answers stay in your browser. Who it is for: Friends, family members and business partners starting a business together who want the important decisions written down before money and work go in.
Updated · Word (.docx) · Free to use and adapt
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What is in the partnership agreement
- Any number of partners, each with a contribution and a percentage share
- Business name, purpose and address
- Profits and losses in proportion to the shares
- Optional monthly drawings and partner salaries
- Day-to-day authority, optional spending limit, and a list of major decisions
- Unanimous or majority consent for major decisions
- Duties of good faith and no competing business
- Bank account, optional two-partner approval, and books open to every partner
- Withdrawal notice, buyout at fair value or a set formula, and payment terms
- Dissolution, optional mediation and governing law
Read the full template
This is the complete wording. [Labels] are filled in from your answers, and highlighted text only appears when it applies; hover over it to see when.
PARTNERSHIP AGREEMENT
This Partnership Agreement is made on [Effective date] between the following partners (each a "Partner"):
Repeated for each partner
- [Partner name] of [Partner address], who will contribute [Contribution description] and holds a [Ownership percent]% share of the Partnership
1. The partnership
The Partners form a general partnership under the name [Partnership name] (the "Partnership") to carry on the business of [Business purpose]. Its principal place of business is [Business address]. The Partnership starts on [Effective date] and continues until it is dissolved under this Agreement.
2. Contributions
Each Partner will make the contribution listed next to their name by [Contribution due date]. No Partner earns interest on a contribution, and no Partner may withdraw a contribution except on dissolution or as all the Partners agree in writing.
3. Profits, losses and drawings
The Partners share the Partnership's net profits and losses in proportion to the shares listed above. Profits are worked out and allocated at the end of each financial year.
Each Partner may draw up to [Monthly draw amount] a month against their expected share of profits. Drawings are deducted from that Partner's share when profits are allocated.No Partner may take money out of the Partnership except as a distribution of profits agreed by the Partners.
No Partner is entitled to a salary for work on the Partnership business, except as follows: [Salary details].
4. Management and decisions
Each Partner has an equal say in managing the Partnership and may make day-to-day decisions in the ordinary course of its business. No Partner may commit the Partnership to spending more than [Spending limit amount] in a single transaction without the consent of the other Partners.
The following decisions need the consent of all the PartnersPartners holding more than half of the shares:
Repeated for each major decision
- [Decision]
Admitting a new Partner, changing this Agreement or dissolving the Partnership always needs the written consent of all the Partners.
5. Duties of the Partners
Each Partner will devote [Time commitment] to the Partnership business, act in good faith and in the Partnership's best interests, and tell the other Partners about any personal interest in a Partnership transaction. While a Partner, no Partner will run or join a business that competes with the Partnership without the written consent of the other Partners.
6. Bank account and records
The Partnership will keep its money in an account in its own name at [Bank name]. Any payment above [Two signature threshold amount] needs the approval of two Partners. The Partnership will keep complete books of account at its principal place of business, and every Partner may inspect and copy them at any reasonable time.
7. New partners and transfers
A new Partner may join only with the written consent of all the Partners and by signing this Agreement. No Partner may sell, assign or pledge their interest in the Partnership without the written consent of the other Partners.
8. Leaving the Partnership
A Partner may withdraw by giving the other Partners at least [Withdrawal notice days] days' written notice. If a Partner withdraws, dies or becomes permanently unable to work in the business, the remaining Partners may continue the Partnership and buy that Partner's interest at a price worked out as follows: [Buyout price terms] at its fair market value, as agreed or, failing agreement, as valued by an independent accountant chosen by the remaining Partners. The remaining Partners will pay that price within [Buyout months] months, in equal instalments.
9. Dissolution
The Partnership is dissolved if all the Partners agree in writing, or if only one Partner remains and does not continue the business. On dissolution the Partners will wind up its affairs, sell its assets as needed, pay its debts, repay each Partner's contribution, and then divide what is left in the proportions in which they share profits.
10. Disputes
The Partners will try to settle any dispute about this Agreement by discussion. If they cannot settle it within 30 days, they will try mediation with a mediator they agree on before starting court proceedings, and share its cost equally.
11. General
This Agreement is the entire agreement between the Partners about the Partnership and replaces any earlier understanding. Any change must be in writing and signed by all the Partners. If any part of this Agreement cannot be enforced, the rest remains in effect. This Agreement is governed by the laws of [Governing law].
Signed by the Partners:
Repeated for each partner
____________________________ [Partner name] Date: ______________
The questions you answer
Clausery turns the template into a short questionnaire. Optional parts only appear when they apply.
| Question | Type | Asked when |
|---|---|---|
| Effective date | Date | Always |
| Partners For each item: Partner name, Partner address, Contribution description, Ownership percent | Repeating group | Always |
| Partnership name | Short text | Always |
| Business purpose | Long text | Always |
| Business address | Long text | Always |
| Contribution due date | Date | Always |
| Has drawings | Yes / no | Always |
| Monthly draw amount | Money | If “Has drawings” is yes |
| Has partner salaries | Yes / no | Always |
| Salary details | Long text | If “Has partner salaries” is yes |
| Has spending limit | Yes / no | Always |
| Spending limit amount | Money | If “Has spending limit” is yes |
| Needs unanimous consent | Yes / no | Always |
| Major decisions For each item: Decision | Repeating group | Always |
| Time commitment | Short text | Always |
| Bank name | Short text | Always |
| Needs two signatures | Yes / no | Always |
| Two signature threshold amount | Money | If “Needs two signatures” is yes |
| Withdrawal notice days | Number | Always |
| Has buyout formula | Yes / no | Always |
| Buyout price terms | Long text | If “Has buyout formula” is yes |
| Buyout months | Number | Always |
| Pay in installments | Yes / no | Always |
| Include mediation | Yes / no | Always |
| Governing law | Short text | Always |
How to use it
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Answer the questions
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Questions
Do we need a partnership agreement?
Not to form a partnership: in many places two or more people who run a business together for profit are a partnership by default, and the law fills in the gaps. An agreement lets you decide the important points yourselves, such as profit shares, who decides what, and what happens when someone leaves.
Does a general partnership protect my personal assets?
No. In a general partnership each partner can be personally liable for the business's debts, including debts another partner took on for it. If that is a concern, look at a limited liability company or partnership, which needs a filing with the state.
Should the shares match what each partner puts in?
Not necessarily. Partners often agree shares that reflect money, time and skills together. Write the shares down, and check they add up to 100%.
Is it really free?
Yes. The download is free, and filling it in with the Clausery app is free too, with unlimited documents. Library templates never count towards a plan limit, and no account or card is needed.
Is my information uploaded anywhere?
No. Clausery runs entirely in your browser. Your answers and the finished document are created and stored on your own device.
Is this legal advice?
No. These are general samples. Laws differ between countries and states, so have the wording reviewed for your situation before you rely on it.
Clauses in this template, explained
- Governing law and jurisdiction clause
- Dispute resolution clause
- Entire agreement clause
- Severability clause
- Assignment clause
- Amendment clause
Guide: What to include in a partnership agreement: 10 key terms
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This template is a general sample and not legal advice. Laws vary by jurisdiction; have it reviewed before use.