Free PARTNERSHIP AGREEMENT (Sample and Template) 



This Partnership Agreement (the "Agreement") is made and entered into on [Date] by and between [Name of Partner 1] and [Name of Partner 2] (collectively referred to as the "Partners") for the purpose of establishing a partnership under the laws of [State or Country].

Name and Purpose of Partnership

The name of the partnership shall be [Partnership Name]. The purpose of the partnership shall be [Purpose of Partnership].

Contributions of Partners

Partner 1 shall contribute [Contribution of Partner 1], and Partner 2 shall contribute [Contribution of Partner 2] to the partnership. The contributions of each partner shall be used solely for the benefit of the partnership.

Allocation of Profits and Losses

Profits and losses of the partnership shall be shared equally between the partners.

Management and Control of Partnership

The partners shall have equal management and control of the partnership. All decisions related to the partnership shall require the unanimous consent of both partners.

Compensation and Withdrawals

Neither partner shall be entitled to any compensation for services rendered to the partnership. Both partners shall be entitled to make withdrawals from the partnership as necessary for personal use, provided that such withdrawals do not impair the ability of the partnership to fulfill its obligations.

Term of Partnership

The partnership shall commence on [Date] and shall continue until terminated by mutual agreement of the partners or by operation of law.

Dissolution of Partnership

In the event of dissolution of the partnership, the partners shall liquidate the partnership assets and distribute the net proceeds to the partners in accordance with their respective capital account balances.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State or Country].

Entire Agreement

This Agreement constitutes the entire understanding between the partners with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the partners.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


[Name of Partner 1]

[Name of Partner 2]

How to Write a Partnership Agreement

PARTNERSHIP AGREEMENT (Sample and Template) PDF Word

A partnership agreement is a legal document that outlines the terms and conditions of a partnership between two or more individuals or entities. It sets out the rights and responsibilities of each partner and can help prevent misunderstandings and disputes down the line. Here is a step-by-step guide on how to write a partnership agreement:

What is a Shareholder Agreement?

A shareholder agreement is a contract between the shareholders of a company that outlines their rights, responsibilities, and obligations as shareholders. It is a private agreement that is not filed with any government agency, and is not available to the public. The purpose of a shareholder agreement is to protect the interests of the shareholders and ensure that the company is run in a fair and efficient manner.

Why Do You Need a Shareholder Agreement?

A shareholder agreement is essential for any company that has more than one shareholder. It helps to prevent disputes between shareholders by setting out the rules governing the relationship between them. It also provides a framework for decision-making, and ensures that all shareholders are treated fairly and have a say in the management of the company. Without a shareholder agreement, shareholders may have different expectations and goals for the company, which can lead to conflict and disagreements.

What is a Shareholder Agreement?

A shareholder agreement is a legally binding document that outlines the rights and responsibilities of shareholders in a business. It is an agreement between the shareholders and the company and is often used to prevent disputes and ensure that everyone is on the same page. The agreement typically includes information on how the company will be run, how decisions will be made, and what happens if a shareholder wants to sell their shares.

Why is a Shareholder Agreement Important for Your Business?

Having a shareholder agreement in place is crucial for any business for several reasons. Here are some of the most important ones:

1.  Protects Your Interests

A shareholder agreement can help protect your interests as a shareholder. It can include provisions that prevent other shareholders from taking actions that could harm the business or dilute your ownership in the company.

2.  Prevents Disputes

By outlining the rights and responsibilities of shareholders, a shareholder agreement can prevent disputes from arising. This can save time and money, and it can also help maintain good relationships between shareholders.

3.  Provides Clarity

A shareholder agreement provides clarity on how the company will be run and how decisions will be made. This can help prevent misunderstandings and ensure that everyone is on the same page.

4.  Helps with Succession Planning

A shareholder agreement can also include provisions for succession planning. This can ensure that the company continues to operate smoothly even if a shareholder wants to sell their shares or passes away.

Steps to Write a Promissory Note a Shareholder Agreement

Step 1. Define the Partnership

The first step in writing a partnership agreement is to clearly define the partnership. This includes identifying the partners, the name of the partnership, and the purpose of the partnership.

1.1 Identify the Partners

Identify each partner by name and include their addresses and contact information.

1.2 Name the Partnership

Choose a name for the partnership that is unique and not already in use by another business.

1.3 Purpose of the Partnership

Clearly define the purpose of the partnership, including the products or services it will provide and the target market it will serve.

Step 2. Define the Partnership's Capital Contributions

Next, define the capital contributions that each partner will make to the partnership.

2.1 Initial Capital Contributions

Specify the amount of money or assets that each partner will contribute to the partnership at the outset.

2.2 Additional Capital Contributions

Specify whether partners will be required to make additional contributions to the partnership in the future and under what circumstances.

Step 3. Define the Partnership's Profits and Losses

Partnerships distribute profits and losses based on the terms of the partnership agreement.

3.1 Profit Distribution

Define how profits will be distributed among the partners, such as in proportion to their capital contributions or equally.

3.2 Loss Distribution

Define how losses will be distributed among the partners.

Step 4. Define the Partnership's Management Structure

Partnerships can be managed by one partner, all partners jointly, or a designated management team.

4.1 Decision Making

Define how decisions will be made, such as by unanimous vote, majority vote, or a designated decision maker.

4.2 Responsibilities

Define the responsibilities of each partner and any management team.

Step 5. Define the Partnership's Exit Strategy

Partnerships can dissolve for various reasons, and an exit strategy should be established in the partnership agreement.

5.1 Dissolution

Define the circumstances under which the partnership will dissolve, such as a partner's death or retirement.

5.2 Buyout Provision

Specify the terms under which a partner can be bought out and how the buyout price will be determined.

Step 6. Define the Partnership's Dispute Resolution Process

Partnerships are not immune to disputes, and having a dispute resolution process in place can help prevent costly legal battles.

6.1 Mediation

Specify whether mediation will be the first step in resolving disputes and how it will be conducted.

6.2 Arbitration

Specify whether arbitration will be used if mediation fails and how it will be conducted.

Step 7. Have the Partnership Agreement Reviewed by a Lawyer

Once the partnership agreement has been drafted, it is essential to have it reviewed by a lawyer to ensure that it complies with all relevant laws and regulations.

Step 8: Review and Sign the Agreement

Once the partnership agreement is complete, it's essential to review it carefully and make any necessary changes. Once both partners are satisfied with the agreement, it's time to sign it. Both partners should sign the agreement in the presence of a notary public.


1. What is a Partnership Agreement?

The answer: A Partnership Agreement is a legally binding contract between two or more individuals who agree to operate a business together.

 2. Why do I need a Partnership Agreement?

The answer: You need a Partnership Agreement to clarify each partner's rights and responsibilities, outline how profits and losses will be shared, and establish procedures for resolving disputes.

 3. What should be included in a Partnership Agreement?

The answer: A Partnership Agreement should include the names of the partners, the purpose of the partnership, the contributions of each partner, the division of profits and losses, and procedures for dispute resolution and dissolution.

 4. What are the different types of Partnership Agreements?

The answer: The different types of Partnership Agreements include general partnerships, limited partnerships, and limited liability partnerships.

5. How is a Partnership Agreement different from an LLC Operating Agreement?

The answer: A Partnership Agreement is used for partnerships, while an LLC Operating Agreement is used for limited liability companies. LLCs provide stronger liability protection for owners.

6. How do I amend a Partnership Agreement?

The answer: You can amend a Partnership Agreement by having all partners sign an amendment document that outlines the changes to the original agreement.


      7. How do I dissolve a Partnership Agreement?

The answer: To dissolve a Partnership Agreement, all partners must agree to dissolve the partnership and distribute assets accordingly.


     8.What happens if one partner wants to leave the partnership?

The answer: If one partner wants to leave the partnership, the other partners can either buy out the departing partner or dissolve the partnership.

      9.How are profits and losses shared in a Partnership Agreement?

The answer: Profits and losses are shared in a Partnership Agreement according to the terms established in the agreement. Partners can agree to an equal split or to have profits and losses allocated based on the level of each partner's contribution.

10. How do I avoid disputes with my partner in a Partnership Agreement?

The answer: To avoid disputes with your partner, it is important to clearly outline each partner's responsibilities, establish procedures for resolving disputes, and address potential issues that could arise in the future.



A well-written partnership agreement can help ensure the success of a partnership by clarifying the rights and responsibilities of each partner and preventing misunderstandings and disputes down the line. By following these seven steps, you can create a comprehensive partnership agreement that will protect your interests and provide a strong foundation for your partnership.