Documents / Business
Partnership Agreement
Form a general partnership with clear rules for contributions, profit sharing, decision-making, and partner exits.
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General text. One nationwide text with your state’s governing law. It does not adapt to your state’s mandatory rules, so check them before relying on it.
Version 2026-09-09.8. No qualified legal review is recorded. Read the complete document and obtain advice for your circumstances.
Review and execution steps
- Specify contributions, profit/loss shares, authority, voting and who bears liabilities.
- Resolve withdrawal, death, buyout, deadlock and dissolution; check registration and tax obligations before execution.
Guidance updated September 8, 2026. Source coverage is limited to the topics described; historical sources are identified. State, local and transaction-specific requirements still apply.
Time
~12 min
Questions
≤ 18
Steps
5
Export
PDF · Word
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What we will cover
- 01
Location
Choose the actual location so the preparation guidance and applicable safeguards follow your document.
- 02
The Partners
- 03
The Business
- 04
Money
- 05
Decisions & Exits
- 06
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About this document
A partnership agreement is the rulebook for two or more people running a business together without forming a corporation or LLC: who contributed what, how profits and losses are split, who can make which decisions, and what happens when a partner wants out, dies, or stops pulling their weight. It's also the document banks, accountants, and courts look at first when the partners disagree about any of that.
Here is the part most people miss: if you go into business together and write nothing down, you still have a partnership — your state's partnership act simply supplies the terms. Those defaults often split profits equally regardless of who put in more money, and they can force a full dissolution when one partner leaves. Note too that general partners carry personal liability for partnership debts, and any partner can usually bind the business; a written agreement allocates that risk between partners but does not change it as to outsiders.
Common questions
Do I have to file a partnership agreement with the state?+
No. A general partnership forms by conduct, and the agreement is an internal document you sign and keep with your records. You may still need to register a fictitious business name (DBA), get local licenses, and obtain an EIN for the partnership's tax filings.
What happens if partners have no written agreement?+
Your state's version of the Uniform Partnership Act fills the gaps. Those defaults commonly give every partner an equal share of profits and an equal vote no matter what they contributed, and they can allow one partner's departure to trigger a wind-up of the whole business. Writing your own terms is the only way to avoid that outcome.
Partnership or LLC — which should we choose?+
An LLC generally shields members' personal assets from business debts; a general partnership does not, which is its biggest drawback. Partnerships are simpler and cost nothing to form, so they suit low-risk ventures and short collaborations. If the business will carry debt, sign leases, or face injury claims, most advisors point toward an LLC with an operating agreement instead.
General information, not legal advice — laws vary by state and change over time.
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