Partnership Agreement Template, Free Download 2026

This Partnership Agreement (the "Agreement") is entered into as of [____________] by and among the undersigned partners (individually, a "Partner" and collectively, the "Partners") to form a general partnership (the "Partnership") under the name [____________] pursuant to the Revised Uniform Partnership Act ("RUPA") as adopted in the State of [____________]. The Partnership shall be effective upon the execution of this Agreement by all Partners and the filing of any required statement of partnership authority with the Secretary of State.

The principal place of business of the Partnership shall be [____________], or such other location as the Partners may designate by unanimous written consent. The Partnership may establish additional offices and places of business as the Partners deem necessary or advisable. The Partnership shall file a statement of partnership authority with the Secretary of State as permitted by RUPA to define the scope of each Partner's authority to bind the Partnership.

The term of the Partnership shall commence on the date hereof and shall continue until dissolved in accordance with Article [____________] of this Agreement or as otherwise provided by RUPA. The Partnership is formed for the purpose of engaging in [____________] and any and all lawful business activities related thereto as the Partners may unanimously agree.

The Partners, their respective capital contributions, and their percentage interests in the Partnership are as follows: [Partner A Name], contributing [$__________] in [cash/property/services], holding a [____________]% interest; [Partner B Name], contributing [$__________] in [cash/property/services], holding a [____________]% interest. All initial capital contributions shall be made within [____________] days of the execution of this Agreement and shall be deposited into the Partnership's designated bank account.

No Partner shall be required to make additional capital contributions beyond those set forth herein without such Partner's written consent. If the Partners determine that additional capital is needed, each Partner shall have the opportunity to contribute additional capital in proportion to their respective percentage interests. A Partner who fails to make a required additional contribution within [thirty (30)] days of written demand shall be subject to dilution of their percentage interest in accordance with the formula set forth in Exhibit [____________].

Each Partner's capital account shall be maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) and shall be credited with such Partner's capital contributions, allocable share of Partnership income and gains, and debited with distributions to such Partner and allocable share of Partnership losses and deductions. No Partner shall have the right to withdraw any portion of their capital contribution without the unanimous consent of all Partners.

The net profits and net losses of the Partnership for each fiscal year shall be allocated among the Partners in proportion to their respective percentage interests, unless the Partners unanimously agree to a different allocation in writing. All allocations of income, gain, loss, deduction, and credit shall be made in accordance with Sections 704(a) and 704(b) of the Internal Revenue Code of 1986, as amended (the "IRC"), and the Treasury Regulations promulgated thereunder.

The Partnership shall maintain its books and records on the [cash/accrual] basis of accounting in accordance with generally accepted accounting principles ("GAAP"). The fiscal year of the Partnership shall end on [December 31 / ____________] of each year. The Partnership shall file all required federal, state, and local tax returns, including IRS Form 1065 and Schedule K-1 for each Partner, within the time periods prescribed by applicable law.

The management of the Partnership shall be vested equally in all Partners, each of whom shall have an equal right to participate in the management and conduct of the Partnership's business, unless the Partners designate a managing partner as provided herein. Decisions regarding the ordinary course of business shall require the affirmative vote of Partners holding a majority of the percentage interests. Decisions regarding extraordinary matters, including those set forth in Section 4.2, shall require the unanimous consent of all Partners.

The following actions shall require the prior unanimous written consent of all Partners: (a) the sale, transfer, or encumbrance of all or substantially all of the Partnership's assets; (b) the incurrence of debt in excess of [$__________]; (c) the admission of a new Partner; (d) any merger, consolidation, or reorganization; (e) the filing of a voluntary bankruptcy petition; (f) the amendment of this Agreement; and (g) any transaction between the Partnership and a Partner or an affiliate of a Partner.

The Partners may designate [____________] as the Managing Partner, who shall be responsible for the day-to-day operations and administration of the Partnership, subject to the limitations and oversight of the other Partners. The Managing Partner shall receive a management fee of [$__________] per [month/year] in addition to their distributive share of profits, which fee shall be treated as a guaranteed payment under IRC Section 707(c).

Each Partner is an agent of the Partnership for the purpose of its business, and the act of every Partner for apparently carrying on in the ordinary course the Partnership's business binds the Partnership, unless the Partner so acting has no authority to act and the person with whom the Partner is dealing knows or has received notification that the Partner lacks authority, as provided by RUPA. No Partner shall, without the prior written consent of all other Partners, undertake any action outside the ordinary course of business.

Without limiting the generality of Section 5.1, no Partner shall, without the prior unanimous written consent of all Partners: (a) execute any guarantee or indemnity on behalf of the Partnership; (b) confess any judgment against the Partnership; (c) submit any Partnership claim or liability to arbitration; (d) assign, transfer, or pledge any Partnership property for other than a Partnership purpose; or (e) enter into any contract or commitment on behalf of the Partnership involving an expenditure or obligation in excess of [$__________].

Distributions of Partnership cash and property shall be made at such times and in such amounts as the Partners shall determine by majority vote, provided that the Partnership shall retain sufficient reserves for working capital, anticipated expenses, and contingencies. All distributions shall be made to the Partners in proportion to their respective percentage interests. No distribution shall be made if, after giving effect thereto, the Partnership would be unable to pay its debts as they become due in the ordinary course of business.

Notwithstanding the foregoing, the Partnership shall distribute to each Partner, within [ninety (90)] days after the end of each fiscal year, an amount at least equal to such Partner's estimated federal, state, and local income tax liability arising from their allocable share of Partnership income (the "Tax Distribution"), calculated at the highest marginal individual tax rate applicable in the relevant jurisdictions. Tax Distributions shall be treated as advances against subsequent distributions.

No Partner shall sell, assign, transfer, pledge, encumber, or otherwise dispose of all or any portion of such Partner's interest in the Partnership (a "Transfer") without the prior unanimous written consent of all other Partners, which consent may be withheld in the sole and absolute discretion of each Partner. Any purported Transfer in violation of this provision shall be null and void and of no force or effect, and the Partnership shall not be required to recognize the transferee as a Partner or accord the transferee any rights in the Partnership.

In the event a Partner desires to Transfer all or any portion of such Partner's interest, the transferring Partner shall first offer such interest to the remaining Partners in writing (the "Transfer Notice"), specifying the proposed terms of Transfer and the identity of the proposed transferee. The remaining Partners shall have a right of first refusal to purchase such interest on the same terms specified in the Transfer Notice, exercisable within [sixty (60)] days of receipt of the Transfer Notice, in proportion to their respective percentage interests.

A Partner may withdraw from the Partnership upon [ninety (90)] days' prior written notice to all other Partners. A withdrawing Partner shall be entitled to receive the fair market value of such Partner's interest in the Partnership as of the date of withdrawal, determined by agreement of the Partners or, if the Partners are unable to agree, by an independent appraiser selected in accordance with Section [____________] of this Agreement. Payment shall be made in [lump sum / installments over ____________ months] with interest at the rate of [____________]% per annum.

The Partnership shall be dissolved upon: (a) the unanimous written consent of all Partners; (b) the occurrence of any event that makes it unlawful for the Partnership to continue its business; (c) the entry of a judicial decree of dissolution under RUPA; (d) the expiration of the Partnership term, if any; or (e) the death, incapacity, bankruptcy, or withdrawal of a Partner, unless within [ninety (90)] days of such event the remaining Partners unanimously elect to continue the Partnership.

Upon dissolution, the Partnership shall wind up its affairs, liquidate its assets, pay or make adequate provision for all Partnership liabilities, and distribute the remaining assets to the Partners in accordance with the positive balances in their respective capital accounts, after giving effect to all allocations required under this Agreement and applicable tax law. The winding-up process shall be supervised by [the Managing Partner / a liquidating trustee appointed by the Partners].

During the term of this Agreement and for a period of [____________] year(s) following a Partner's withdrawal, removal, or the dissolution of the Partnership (the "Restricted Period"), no Partner shall, directly or indirectly, own, manage, operate, finance, join, control, or participate in the ownership, management, operation, or control of, or be employed by or provide consulting services to, any business that competes with the business of the Partnership within a radius of [____________] miles of any location at which the Partnership conducts business (the "Restricted Territory").

During the Restricted Period, no Partner shall, directly or indirectly: (a) solicit, divert, or take away the business or patronage of any client, customer, or account of the Partnership; (b) solicit, recruit, hire, or engage any employee, contractor, or agent of the Partnership; or (c) interfere with or disrupt any business relationship between the Partnership and any of its clients, customers, suppliers, or vendors. The Partners acknowledge that the restrictions set forth herein are reasonable in scope and duration and necessary to protect the Partnership's legitimate business interests.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, or validity thereof (a "Dispute"), shall first be submitted to good-faith negotiation between the Partners for a period of thirty (30) days following written notice of the Dispute. If the Dispute is not resolved through negotiation, the Partners shall submit the Dispute to mediation administered by [the American Arbitration Association / JAMS] in accordance with its commercial mediation rules.

If mediation is unsuccessful within sixty (60) days of the commencement of mediation, the Dispute shall be finally resolved by binding arbitration administered by [the American Arbitration Association / JAMS] in [____________], in accordance with its commercial arbitration rules. The arbitration shall be conducted by [one (1) / three (3)] arbitrator(s). The arbitrator(s) shall have the authority to award any remedy available at law or in equity. The decision of the arbitrator(s) shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of [____________], including RUPA as adopted therein, without regard to principles of conflict of laws. To the extent not addressed by this Agreement, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by RUPA.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent. This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.