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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
First page of the free partnership agreement template for Word

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.

QuestionTypeAsked when
Effective dateDateAlways
Partners
For each item: Partner name, Partner address, Contribution description, Ownership percent
Repeating groupAlways
Partnership nameShort textAlways
Business purposeLong textAlways
Business addressLong textAlways
Contribution due dateDateAlways
Has drawingsYes / noAlways
Monthly draw amountMoneyIf “Has drawings” is yes
Has partner salariesYes / noAlways
Salary detailsLong textIf “Has partner salaries” is yes
Has spending limitYes / noAlways
Spending limit amountMoneyIf “Has spending limit” is yes
Needs unanimous consentYes / noAlways
Major decisions
For each item: Decision
Repeating groupAlways
Time commitmentShort textAlways
Bank nameShort textAlways
Needs two signaturesYes / noAlways
Two signature threshold amountMoneyIf “Needs two signatures” is yes
Withdrawal notice daysNumberAlways
Has buyout formulaYes / noAlways
Buyout price termsLong textIf “Has buyout formula” is yes
Buyout monthsNumberAlways
Pay in installmentsYes / noAlways
Include mediationYes / noAlways
Governing lawShort textAlways

How to use it

  1. Open it

    Click Fill it in now. The template opens in Clausery with its questionnaire ready.

  2. Answer the questions

    Work through the sections. Drafts save as you type, on your device.

  3. Download the document

    Get a finished Word file with your formatting intact, or print it to PDF.

Prefer to start from your own wording? Download the Word file, edit it, keep the {tags}, and upload it to Clausery. See the template syntax.

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

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.