Partnership Agreement Template

A partnership agreement template is a reusable contract that sets how two or more partners will run a business together: who contributes what, how profits and losses are split, how decisions are made, what happens when a partner wants to leave and how disputes are resolved. Without one, state default partnership rules apply, and they rarely match what the partners intended.

This guide covers the key terms, how a partnership agreement differs from an LLC operating agreement and how to collect signatures from every partner efficiently.

What is a partnership agreement?

A partnership agreement is a contract between the owners of a partnership. In the US, a general partnership can form simply when two or more people run a business together for profit, even without paperwork. That is why a written agreement is so important.

Types of partnerships include:

• General partnership (GP). All partners share management and personal liability.
• Limited partnership (LP). General partners manage; limited partners invest with liability usually limited to their investment.
• Limited liability partnership (LLP). Often used by professional firms; partners have protection from certain liabilities, depending on state law.

Many small businesses form an LLC instead. In that case, the equivalent document is the LLC operating agreement.

Key terms in a partnership agreement template

Partnership agreement template outline

• Partnership Agreement of [Partnership name], effective [date], between [Partner names].
• 1. Formation: The partners form a [general / limited] partnership under the laws of [state].
• 2. Purpose: The business of the partnership is [purpose].
• 3. Contributions: Each partner contributes as shown in Schedule A.
• 4. Ownership and profits: Profits and losses are allocated [in proportion to ownership / as follows].
• 5. Management: Day-to-day decisions require [majority] approval. Major decisions, such as taking on debt over [$X], selling assets or admitting partners, require [unanimous] approval.
• 6. Duties: [Roles and time commitments.]
• 7. Withdrawal: A partner may withdraw with [90] days’ written notice. The remaining partners may buy the withdrawing partner’s interest at [valuation method].
• 8. Death or disability: [Buyout terms, insurance funding.]
• 9. Disputes: Partners will first attempt mediation, then [arbitration].
• 10. Dissolution: [Process for winding up.]
• Signatures and Schedule A (partners, contributions, ownership).

Common partnership mistakes

1. No written agreement, so state default rules apply.
2. Equal splits without deadlock rules in a 50/50 partnership.
3. No buyout valuation method, which leads to costly disputes.
4. Unclear roles and time commitments.
5. Ignoring death and disability, leaving heirs as unexpected partners.
6. Not updating the agreement when partners join or leave.

Collecting signatures from multiple partners

Partnership agreements often need several signers, sometimes in different cities. A smooth process looks like this:

1. Gather each partner’s details and contributions through a short form.
2. Generate the agreement with Schedule A filled in automatically.
3. Share it for review and track comments.
4. Send for e-signature to every partner, in parallel or in a set order.
5. Distribute the fully signed copy to all partners and store it securely.

How Noca helps

Noca can generate partnership agreements from your template using a simple intake form, support multiple signers with signing order and reminders, and store the final signed agreement with a complete audit trail. Learn more about Noca e-signature.

This article is for general information and is not legal advice.

Related guides

• Service Agreement Template
• Consulting Agreement Template

Frequently Asked Questions

What should a partnership agreement include?

A partnership agreement should include the partnership name and purpose, partners and ownership percentages, capital contributions, profit and loss allocation, distributions, management and voting rules, partner roles, compensation, accounting, admission of new partners, withdrawal and buyout terms, death or disability provisions, dispute resolution, dissolution and every partner’s signature.

Is a partnership agreement legally required?

Most states do not require a written partnership agreement for a general partnership to exist. However, without one, state default rules govern profit sharing, management and exits, which may not reflect what the partners want. Limited partnerships typically must file formation documents with the state.

What is the difference between a partnership agreement and an LLC operating agreement?

A partnership agreement governs a partnership, where general partners may have personal liability for business debts. An LLC operating agreement governs a limited liability company, whose members generally have liability protection. Both cover ownership, management, profits and exits.

How are profits split in a partnership?

Profits are split according to the partnership agreement, often in proportion to ownership or capital contributions. Partners can agree on different arrangements, such as guaranteed payments for partners who work in the business. Without an agreement, state default rules may divide profits equally.

What happens when a partner wants to leave?

The partnership agreement should set the process: notice period, how the departing partner’s interest is valued and how and when they are paid. Without clear buyout terms, a partner’s departure can trigger disputes or even dissolution of the partnership under state default rules.

Can a partnership agreement be signed electronically?

Yes. Partnership agreements can be signed electronically in the US under the ESIGN Act and state UETA laws. E-signature platforms make it easy to collect signatures from multiple partners in different locations and provide an audit trail for each signature.