A partnership agreement template that overrides the defaults you never chose
Use this partnership agreement template clause by clause: what each one must say, the state default you get if it's silent, and sample wording to adapt.
Sign a document and check the record yourself.
Start nowWhat a partnership agreement does that a handshake can't
What is a partnership agreement? It's the contract in which the co-owners of a business write down who put in what, how profit and loss are split, who decides, and what happens when someone wants out. This partnership agreement template walks through every clause, and it does one thing the usual fill-in forms don't: next to each clause it shows what the law does if you leave that clause out.
That second column matters more than it looks. In the US, a partnership doesn't need a filing, or even an intention, to exist. Under the Revised Uniform Partnership Act (RUPA), two people who carry on a business together for profit as co-owners have formed a partnership "whether or not the persons intend to form a partnership", as Delaware's version puts it in § 15-202. So the real choice isn't between having a partnership agreement and having none. It's between your terms and the statute's.
The statute's terms are written for nobody in particular. They split profit equally, give every partner the same vote and pay nobody for their time. If that's your deal, fine. Most deals aren't.
Once you've read the clauses, you can start from Chaindoc's contract templates, which include a partnership category, or from any Word file you trust. The clauses below are what to check either way.
What state law decides when you write nothing down
Most states build their partnership statute on RUPA, the Uniform Law Commission's model act, so the default rules read much the same from state to state. Delaware's § 15-401 lists most of them in one place. If your agreement is silent:
- Profit is split equally, whatever each partner contributed. Losses follow the profit share, so they're equal too.
- Every partner has an equal right to manage the business.
- Nobody gets paid for working in it. A partner has no right to remuneration for services, except reasonable pay for winding the business up.
- A new partner comes in only if every existing partner agrees.
- Ordinary decisions go to "a majority of the partners". Anything outside the ordinary course needs all of them, and so does any amendment to the agreement (Florida's § 620.8401 keeps that rule in the model act's own wording).
- Each partner is an agent of the partnership, so a contract one of you signs in the ordinary course can bind both of you, and every partner is liable for the partnership's debts.
- In a partnership at will, one partner's notice that they want out is enough to dissolve it. Where the business carries on without them instead, the statute sets a buyout price and a timetable.
Read that list again and you'll notice none of it is unreasonable. Equal shares are a fair guess when a legislature knows nothing about you. The trouble starts when one partner put in $80,000 and the other put in evenings, and both assumed the split would reflect that.
Readers in the UK get a similar set from section 24 of the Partnership Act 1890: equal shares of capital and profit, every partner may take part in management, no pay for acting in the business, no new partner without everyone's consent, and a majority for ordinary matters. A written agreement can replace almost all of it, on either side of the Atlantic. That's the whole job of the document.
Two partners, two votes, even at 80/20
RUPA counts heads, not dollars. "A majority of the partners" in a two-person firm means both of you, so an 80/20 partnership deadlocks on ordinary decisions exactly like a 50/50 one, unless the agreement ties votes to ownership. It's the default co-founders get wrong most often. If you want votes to follow capital, write it down: "Each partner votes in proportion to their Percentage Interest."
The partnership agreement template, clause by clause
The table below is the whole partnership agreement template in thirteen clauses, in the order most agreements use. The middle column is what your version has to say. The last column is what you get if it says nothing, under RUPA as Delaware and Florida enacted it. Fair warning: numbering and a few rules vary by state, so read your own statute too. Four of these clauses cause most of the fights, so they get sample wording in the next section.
Partnership agreement clauses and the default each one replaces
| Clause | What it must say | If the agreement is silent |
|---|---|---|
Parties, name and purpose | Full legal names and addresses of every partner, the business name, its principal office, what the business does, and whether it runs for a set term or at will. | A partnership at will, which any partner can end by giving notice. |
Contributions | Each partner's cash, property, equipment, IP or services, an agreed dollar value for anything that isn't cash, and the date it's due. | Nothing records who put in what, which is where the "but I worked for free" argument starts. |
Capital accounts and capital calls | How each partner's account is tracked, whether partners must add money later, how much notice they get, and what happens to a partner who doesn't pay. | No way to raise more money. Losses still land on the partners when the business is wound up. |
Profit and loss split | The percentage or formula for profit and, separately, for losses, and when profit is actually paid out. | Equal shares of profit; losses in the same proportion as profit. |
Draws and pay for work | Whether a partner who works full-time gets a guaranteed payment, how much, and whether draws are advances against profit. | No partner is paid for services, except reasonable pay for winding up. |
Management and voting | Which decisions a partner can take alone, which need a majority, which need everyone, and whether votes count per head or by ownership. | Ordinary matters by a majority of the partners, counted per head; anything outside the ordinary course by all of them. |
Authority and spending limits | Who can sign contracts, borrow or open bank accounts for the partnership, and the dollar limit above which a second partner must approve. | Every partner is an agent of the partnership and can bind it in the ordinary course of business. |
Books, bank and taxes | Where the books are kept, who keeps them, which accounts the partnership uses, who prepares Form 1065 and the K-1s, and each partner's right to see the records. | Nobody is named to keep the books or file the return, which is how a March deadline gets missed. |
Duties and outside work | Whether partners may run other businesses, how conflicts are disclosed, confidentiality, and any restriction on competing. Read up on a non-compete between partners before you add one. | The statute's duties of loyalty and care apply. Nothing addresses side businesses that don't compete. |
Admission of new partners | The vote needed to admit a partner, how the new partner buys in, and how existing shares are diluted. | Nobody joins without the consent of every partner. |
Withdrawal, death, disability and buyout | Which events trigger a buyout, the valuation method, who values the business, and the payment schedule. | A statutory buyout price. In Delaware it's fair value at the date the partner leaves, with interest, and the partnership pays its estimate if no deal is reached within 120 days of a written demand. |
Disputes and deadlock | An escalation path (negotiation, mediation, arbitration or court), the venue, and a tie-breaker for a split vote. | Court. With two partners and per-head voting, many ordinary decisions simply stall. |
Dissolution, amendments and signatures | Events that end the partnership, how assets are sold and debts paid, the vote to amend the agreement in writing, governing law, and every partner's dated signature. Later changes go in a signed amendment or addendum. | Dissolution on the events the statute lists; on winding up, creditors are paid before partners; amendments need every partner. |
Sample partnership agreement wording for the four clauses that go wrong
Every sample partnership agreement covers these four clauses, and most handle each in a line. One line is where the fights come from. Treat each partnership agreement example below as a starting point in plain English, not finished text; square brackets mark what you fill in, and "Percentage Interest" is the defined term for each partner's share.
Contributions and capital calls
Values for non-cash contributions are the part people skip. Put a number on the van, the client list and the code, or the profit split you agree on later has nothing to stand on.
Honestly, that last sentence is the one partners resist. Write it anyway.
Profit split and draws
Keep the guaranteed payment and the profit split apart. Mix them, and nobody can tell two years in whether the 60/40 was meant before or after B's monthly payment.
Decisions and deadlock
Two choices do the heavy lifting here: votes that follow ownership instead of heads, and a short list of decisions that need everyone. Keep that list short. Every item on it is a veto.
Exit and buyout in a partnership agreement
"Material breach" deserves its own definition in your agreement. The general law on what counts as a breach is a fair place to start, but your partners' version should name the specific failures you care about, like missing a capital call or competing with the business.
Read the schedules together: contribution values and the valuation method are where most partnership disputes start.
Breaking a 50/50 tie before it breaks the business
A 50/50 partnership agreement template needs one clause the others can treat as optional: a way to settle a tie. With two equal owners there's no majority on anything, and the per-head default makes that true of every two-partner firm, whatever the ownership split.
Pick the tie-breaker while you still agree on everything. Negotiating one mid-standoff is like choosing a referee at half-time; whoever's losing won't sign.
Tie-breakers for a 50/50 partnership
| Mechanism | How it works | Watch out for |
|---|---|---|
Split domains | Each partner has the final word in a defined area, say product for one and sales for the other, so most decisions never reach a vote. | Decisions that straddle both areas, like pricing, still need a fallback. |
Named tie-breaker | A trusted third person, often an adviser or the firm's accountant, casts the deciding vote on deadlocked issues only, within a set number of days. | Name an alternate in case that person can't or won't act. |
Cooling-off and mediation | A deadlock triggers a [14]-day pause, then a session with a mediator before anyone can use a harder tool. | Mediation helps two people who disagree about facts. It rarely fixes a disagreement about where the business should go. |
Buy-sell (shotgun) clause | One partner names a price for the whole business; the other must either sell their half at that price or buy the first partner out at it. | It favours the partner with cash. Use it as the last step, not the first. |
General partnership, LP, LLP or LLC: which agreement you need
A general partnership agreement template fits the simplest case: two or more owners, no filing, and every partner personally liable for the business's debts. The other forms change the paperwork, and one of them changes the document entirely.
Limited partnerships and LLPs don't exist until the state accepts a filing. After that, the agreement still does most of the work. One interaction catches people out: in Delaware an existing partnership becomes an LLP only by the vote needed to amend its partnership agreement, so a unanimous-amendment clause makes the LLP decision unanimous too. Filing forms and fees are state-specific, so this guide names them and stops there.
Partnership forms and the document each one runs on
| Form | How it comes into existence | Who's personally liable | Document the owners sign |
|---|---|---|---|
General partnership | Two or more people carry on a business together for profit as co-owners. No filing. | Every partner, jointly and severally, for the partnership's obligations. | Partnership agreement |
Limited partnership (LP) | A certificate of limited partnership is filed with the state. | The general partners; limited partners' exposure is set by the state's LP statute. | Limited partnership agreement |
Limited liability partnership (LLP) | A statement of qualification is filed with the state. | Partners are shielded from partnership obligations to the extent the state's statute provides. | Partnership agreement |
LLC with two or more members | Formation documents (articles or a certificate of formation) are filed with the state. | Members generally aren't personally liable for the company's debts. | Operating agreement, not a partnership agreement |
Co-owners of an LLC sign an operating agreement
If you've already formed an LLC, the clauses in this template still apply, but they belong in an operating agreement, the LLC's own governing document. The tax side looks familiar: the IRS treats a domestic LLC with at least two members as a partnership by default, so it files Form 1065 unless it elects to be taxed as a corporation. Same return, different contract.
What the IRS expects from a business partnership agreement
A business partnership agreement never gets filed with the IRS, but the tax return reads straight out of it. A partnership files Form 1065, an information return: the partnership itself doesn't pay income tax, and each partner's share of income, deductions and credits passes through to them on a Schedule K-1. For a calendar-year partnership the return is due by the 15th day of the third month after the year ends, which is March 15.
That's why the profit clause and the draw clause have to be precise. Whoever prepares the K-1s allocates income by what your agreement says. If it says 60/40 for profit but nothing about B's monthly payment, your accountant has to guess which comes first, and so will the partners when the K-1s arrive.
Name the partner who keeps the books and prepares the return, and give the other partner the right to see both. In practice the partner with the spreadsheet ends up running every money conversation. Better that it's agreed than assumed.
Start from the partnership template, not a blank page
Chaindoc's template library includes a partnership category. Edit the clauses, add every partner as a signer, and keep the signed copy where all of you can find it. The Free plan covers five signatures a month, no card needed.
Browse contract templatesHow to fill in and sign a partnership agreement template
Six steps from a blank partnership agreement template to a signed copy every partner holds. The order matters: agree the numbers first and the wording second.
Agree the numbers before the words
Sit down with a spreadsheet, not the template. Contributions and their values, the profit split, any guaranteed payment, the buyout formula. If you can't agree on these in a spreadsheet, a well-worded clause won't save you.
Choose the form
General partnership, LLP or LLC. Heading for an LLC? Switch to an operating agreement now rather than renaming the document later.
Fill in the template
Start from a business partnership agreement template, whether it's Chaindoc's, a Word file or your lawyer's draft, and fill in every bracket. Delete what doesn't apply: a capital-call clause you never use costs nothing, but a non-compete you didn't want can cost a partner their next job.
Attach the schedules
Schedule A for contributions and their values, Schedule B for capital accounts, Schedule C for the valuation method. Tip: date each schedule and have every partner initial it, because these pages get swapped more often than the body.
Send it to every partner for signature
Upload the final file and send it to all partners. A standard Chaindoc request invites every signer at once; a set order, say with the managing partner signing last, runs through approval routes on the Business plan. Chaindoc hashes the file on upload, records the version's hash on chain when you publish it for signing, and adds each partner's proof as they complete.
Store it and tell the people who need to know
Every partner keeps the signed PDF. Banks often ask for the agreement when you open a partnership account, and an LP or LLP files its state paperwork now. Set a reminder a year out to reread the numbers; they go stale first.
Signatures before money or property moves
Don't transfer cash, sign a lease or move equipment into the business until every partner has signed. Once property has moved, the partner who still hasn't signed holds all the bargaining power. An electronic signature is enough here: under the federal ESIGN Act a contract can't be denied legal effect solely because an electronic signature was used to form it, and signing online can collect every partner's signature the same day, even from different cities.
Partnership dissolution agreement: ending it on paper
Dissolution and a partner leaving aren't the same event. When one partner leaves and the business carries on, the others buy that partner out under the exit clause. When the partnership itself ends, it winds up: it finishes its work, sells what it has to, pays its creditors, and only then pays the partners. Delaware's statute puts creditors first, before any partner gets a dollar back.
The dissolution clause in your partnership agreement template names the events that end the partnership. When the day comes, partners usually sign a separate partnership dissolution agreement to settle the details:
- the effective date, and who may still act for the partnership while it winds up
- who keeps the business name, the phone number, the website and the client list
- how open contracts are finished or handed over, and who tells clients and suppliers
- the final accounting: each partner's capital account, last profit share and any amount owed back
- who files the final Form 1065 and issues the last K-1s
- a mutual release of claims, with any exceptions written out
Don't skip the release. Without it, a partner can come back months later over an invoice nobody remembered.
Simple partnership agreement template, questionnaire, or lawyer?
There are three routes, and the right one depends on what's at stake rather than on how many partners there are.
A simple partnership agreement template, whether it's a partnership agreement template Word file or a PDF from a law school, works for two or three partners with cash contributions, no real estate, and a split everyone already agrees on. You do the thinking yourself, which is what this guide is for.
Questionnaire services sit in the middle. A LegalZoom partnership agreement is built from your answers to a set of questions and comes out as a document you can edit and e-sign; Rocket Lawyer and LawDepot offer similar fill-in forms. They're quick. They also only ask the questions they were built to ask.
Pay a lawyer when a partner contributes real property or IP the business depends on, when outside investors come in, when partners live in different states or countries, when a profession's licensing rules limit who can own the firm, or when the split is genuinely contested. A few hours of review costs less than one buyout dispute. For the rules every contract has to meet, from offer to signature, see the general rules for drafting a contract.
This guide isn't legal advice, and Chaindoc isn't a law firm. Use the partnership agreement template above to get the decisions on paper, then have a lawyer check the draft when the stakes call for it.
Sources checked for this guide
We read each page on 2026-10-14. Statutes link to the official state code or legislation site, tax rules to the IRS. Delaware and Florida stand in for RUPA as most states enacted it; check your own state's code for its numbering.
- 1.Delaware Code, Title 6, Chapter 15, Subchapter II: Nature of partnership (§ 15-202) · State of DelawareA partnership forms whether or not the persons intend to form one; checked 2026-10-14.
- 2.Delaware Code, Title 6, Chapter 15, Subchapter III: Relations of partners to persons dealing with partnership (§§ 15-301, 15-306) · State of DelawareEach partner is an agent of the partnership; partners are jointly and severally liable for its obligations; checked 2026-10-14.
- 3.Delaware Code, Title 6, Chapter 15, Subchapter IV: Relations of partners to each other (§ 15-401) · State of DelawareEqual share of profit, losses in proportion to profit, equal management rights, no pay for services, unanimous admission, majority of the partners for ordinary matters; checked 2026-10-14.
- 4.Florida Statutes § 620.8401: Partner's rights and duties · The Florida SenateActs outside the ordinary course and amendments to the partnership agreement need the consent of all partners; checked 2026-10-14.
- 5.Delaware Code, Title 6, Chapter 15, Subchapter VII: Partner's dissociation when business not wound up (§ 15-701) · State of DelawareBuyout at fair value as of the date of dissociation, interest, payment of the partnership's estimate 120 days after a written demand; checked 2026-10-14.
- 6.Delaware Code, Title 6, Chapter 15, Subchapter VIII: Winding up partnership business (§§ 15-801, 15-807) · State of DelawareEvents that cause dissolution, including a partner's notice in a partnership at will; creditors paid first on winding up; checked 2026-10-14.
- 7.Delaware Code, Title 6, Chapter 15, Subchapter X: Limited liability partnership (§ 15-1001) · State of DelawareStatement of qualification; an existing partnership becomes an LLP by the vote needed to amend its partnership agreement; checked 2026-10-14.
- 8.About Form 1065, U.S. Return of Partnership Income · Internal Revenue ServicePartnerships file an information return and don't pay income tax themselves; Schedule K-1 reports each partner's share; checked 2026-10-14.
- 9.Instructions for Form 1065 (2025) · Internal Revenue ServiceForm 1065 is due by the 15th day of the 3rd month after the tax year ends; checked 2026-10-14.
- 10.Limited Liability Company (LLC) · Internal Revenue ServiceA domestic LLC with at least two members is classified as a partnership unless it elects otherwise on Form 8832; checked 2026-10-14.
- 11.15 U.S. Code § 7001: General rule of validity (ESIGN Act) · Legal Information Institute, Cornell Law SchoolA contract may not be denied legal effect solely because an electronic signature was used in its formation; checked 2026-10-14.
- 12.Partnership Act 1890, section 24 · legislation.gov.ukUK default rules: equal shares of capital and profit, every partner may manage, no remuneration, no new partner without all partners' consent; checked 2026-10-14.
Frequently Asked Questions
Answers to popular questions about Chaindoc and secure document workflows.
Yes. No state requires a lawyer to draft one, and for two or three partners with cash contributions, a partnership agreement template you understand clause by clause is usually enough. Bring in a lawyer when real estate, IP the business depends on, outside investors or partners in different states are part of the deal.
Usually neither. Under RUPA a partnership agreement can be written, oral or implied, and no notary is needed for it to bind the partners. Write it anyway: an oral deal is hard to prove, and whatever nobody can prove falls back to the statute's equal split. Real estate is the usual exception, because moving land into the business takes a deed that meets your state's formalities.
At minimum: what each partner contributes and its value, how profit and loss are split, how decisions are made and counted, what happens when a partner leaves or dies, and how the partnership ends. Those five override the statute's biggest defaults. The full template above adds capital calls, pay for work, authority limits, books and taxes, outside work, new partners and disputes.
Agree the numbers first: contributions, profit split, any pay for work, the buyout formula. Then fill in a partnership agreement template covering the thirteen clauses in the table above, attach a schedule listing contributions and their values, and have every partner sign and date it. A simple agreement can run to four pages. It still needs the exit clause.
Equally. Under RUPA each partner is entitled to an equal share of the profit no matter who contributed more money or time, and losses follow the same proportion. In the UK, section 24 of the Partnership Act 1890 sets the same equal default. A written split is the reliable way around it.
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