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Essential Elements in Partnership Agreement Drafting Process

Partnership Agreement Drafting Process

Going into business can be one of the most important endeavors a person undertakes. That way there may be a business partnership. A business partnership is an important association of two or more persons (or entities) who form a legal relationship through a written agreement to carry on business but retain personal liability for the endeavor.

The business structure, responsibilities, and liabilities laid out by the agreement between the parties are critical to ensure the success of the endeavor. Since each partner in a business is responsible for the actions of the other partners, business legal expertise is essential from the start. A properly drafted, business partnership agreement. Protects all parties and provides a fair method for resolving disputes and disagreements; It also outlines the process required to reform the working relationship or dissolve the business altogether.

Crucial Components of Partnership Agreement Drafting

Once the parties have decided on the type of partnership, the next part is finalizing the business agreement. In the United States, the Small Business Administration has created a checklist of questions to answer and recommendations for clauses that should be drafted into every partnership agreement. Some of these are given below;

  • Companies Name of Position and Period

It sounds simple but important enough to mention. The name of the company, the type of corporation, and the purpose of the partnership should be included. Some sample clause language may read as follows

The purpose of this XXX General Partnership is primarily to engage in and carry on the business of owning and operating XXX and to engage in any other activities permitted under XXX Law and the laws of any jurisdiction in which XXX General Partnership may conduct business.

Other relevant information identifying the nature, place, and purpose of the business, trademarks, and regular or periodic business meetings may also be added. Governing laws and jurisdiction may be listed in the opening sections in case of disputes. If more details are needed, specific office locations and hours of service can be included, as well as whether any special licenses or permits must be obtained to do business

  • Liability of Partners

The obligations of each partner should be addressed in the agreement. As mentioned earlier, the type of partnership and the status of the partner will determine the liability. In a general partnership, a clause can be read as;

Except as otherwise provided in this Agreement. Each General Partner shall be jointly and severally liable for the debts and liabilities of the Partnership.

  • Number of Owners/Control of Business

It is about the percentage of partnership owned by each particular person and it should be provided along with the initial contribution made by each partner at the time of the establishment of the company. Equal contributions usually result in equal shares, but different contributions require calculations to determine what percentage of the business each owner owns. Contributions can be financial or in-kind, such as tools, equipment, and intellectual property.

  • Capital

Capital accounts identify each partner's equity (ownership) amount. The capital account shows the initial and subsequent contributions made by each partner. Sample clause language may include; The capital of the partnership shall be the aggregate amount of capital contributions made by the general partners and a separate capital account shall be established and maintained for each partner and credited with the amount of each partner's capital contribution to the partnership. .” This will include “disbursements, earnings, and payments made to the partners.

Management, Decision-Making & Partnership Binding

The decision-making process and who can bind the partnership must be specified, or the usual default provision is that any partner can make a decision that binds the partnership as a whole. How decisions are made in business matters, especially when there are multiple partners.

A lack of clear guidance or authority can lead to disorganization and confusion and is a recipe for disaster. In some contracts, a managing general partner may be appointed. Such a clause may include broad powers such as;

The management and operation of the Partnership shall be vested solely in the Managing General Partner. Who may, in his sole discretion, perform such actions as may be deemed necessary, advisable, or convenient under this Agreement and for its management. Working and Transactions of Partnership.

Dissolution of Partnership Agreement

The agreement must provide a method for dissolving the partnership. A suitable clause could be as simple as the partnership may be dissolved at any time by a majority vote, in which case the partnership shall be dissolved and the loan disbursed. All remaining funds shall be distributed based on the percentage of ownership interest outlined in this agreement. Audit if necessary or Additional criteria may be added to ensure accountability through other means.


Drafting and properly drafting a business partnership agreement will take some time, but trying to resolve issues arising from a business with no partnership agreement or poorly written business partners can take more time, energy, and resources than one would have ever imagined. He ran the business in a way he never imagined. Partnership agreements can be relatively straightforward enough to set up if all the basic questions are answered and the partners are well-informed about the issues. is leading platform for legal services. connect us now for legal advisory.