What should a partnership agreement include?

A partnership agreement should describe decision-making rules, profit and loss allocation, admission of new co-owners, and transfer or sale of ownership interests. A partnership agreement should also include dispute resolution and provisions for illness or death to reduce uncertainty and future conflicts.

Partnership agreement

We draft partnership agreements and clarify ownership relationships, responsibilities and future options

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Glossary
Partnership agreement

Explained – what is a partnership agreement?

A partnership agreement is a contract between two or more co-owners of a business setting out how they will work together and the rights and obligations that apply. It can govern matters such as the division of work, financing, allocation of profits and losses, and decision-making processes. A contract lawyer ensures the agreement is correctly drafted and compliant with applicable contract law. Clients often ask what is a partner agreement; in practice it is simply another term for a partnership agreement. Partnership agreements are primarily used within company law.

When does a partnership agreement become relevant?

A partnership agreement becomes relevant when several people start or run a business together and wish to avoid uncertainty around roles and responsibilities. It is particularly important in connection with investments, new hires, major business decisions or if a co-owner intends to exit. Clear rules support long-term, sustainable cooperation between the co-owners.

Illustration of business partners in a formal discussion with contract document, balance scales, and data chart icons, representing a partnership agreement, contractual negotiations, legal balance, and business decision-making.

Points to consider for a partnership agreement

When preparing a partnership agreement, certain elements should be addressed so that the agreement serves as a practical tool for the business.

Define how decisions are taken, any supermajority thresholds and include a deadlock resolution clause.
Set out the allocation of profits and losses between the co-owners.
Specify the conditions for admitting new co-owners to the business.
Clarify the rules if a co-owner wishes to transfer or sell their interests.
Include a dispute resolution clause describing how disagreements between co-owners will be resolved.
Regulate expected work contributions and the division of responsibilities between the co-owners.
Address what happens if a co-owner becomes ill or dies.

By setting clear rules and conditions, the agreement establishes a stable foundation for the company’s development and reduces the risk of future disputes.

Partnership agreement

Why is a partnership agreement important?

A partnership agreement provides predictability and certainty for co-owners. It clarifies roles and expectations and creates a framework that facilitates day-to-day decision-making.

Without a clear agreement, there is a heightened risk of uncertainty and disagreement around matters such as investments, distribution of profits and changes in ownership. A well-drafted partnership agreement makes it easier to manage change and resolve conflicts if they arise.

The agreement also builds trust between co-owners and with external stakeholders such as investors and business partners, which in turn can support more sustainable and successful growth.

A shareholders’ agreement applies only to limited companies, whereas a partnership agreement can also be used in other forms such as trading partnerships or limited partnerships. A shareholder agreement lawyer can advise on which instrument is appropriate in each case and what is a shareholder agreement in practice.

Ideally at the outset of the venture or when a new co-owner joins, to establish clarity from day one. Many founders begin by asking what is a partner agreement, before tailoring the document to their business.

It should be in writing and tailored to the needs of the business. Core elements include decision-making procedures (with a deadlock resolution clause where needed), expected work input, capital contributions and provisions for any change in ownership. Professional support from a shareholder agreement lawyer or a specialist contract lawyer helps ensure the agreement is robust and fit for purpose.

Trust is vital, but a written agreement reduces the risk of future conflict by documenting expectations and conditions clearly, protecting both the business and the relationship between co-owners. Common pressure points if left unregulated include:

Decision-making, voting rights and mechanisms to avoid deadlock
Capital contributions and investments
Allocation of profits and losses
Ownership changes and exit/transfer provisions

An experienced lawyer specialising in contract law can assist with preparing the agreement to ensure all relevant issues are covered and that the document is correctly structured. For company structures, a shareholder agreement lawyer can also clarify how a partnership agreement relates to a shareholders’ agreement.

Without one, there may be uncertainty about responsibility, decision-making and financial matters, which can lead to prolonged disputes between co-owners. A clear agreement can prevent problems and may include, for example: