
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
This template is a Business Partnership Agreement designed for two individuals forming a general partnership. It outlines the partnership's formation, business purpose, capital contributions, profit and loss allocation, management structure, and procedures for dissolution and dispute resolution. It serves as a foundational legal document for establishing a new business venture between partners.
This Business Partnership Agreement ("Agreement") is made and entered into as of [effective date],
BY AND BETWEEN: | Partner 1: [partner 1 name], residing at [partner 1 address]; |
AND: | Partner 2: [partner 2 name], residing at [partner 2 address]. collectively referred to as the "Partners" and individually as a "Partner." |
The Partners agree to form a general partnership ("Partnership") under the name [partnership name]for the purpose of conducting [business purpose] in accordance with the laws of the state of [governing law state].
The Partnership shall engage in ____________________________________________________________________________________________________________________________________________________________ and any other lawful activities agreed upon by the Partners.
This Agreement shall commence on [effective date] and shall continue until terminated as provided herein.
Each Partner shall contribute the following capital:
Partner 1, [partner 1 name]: $ [partner 1 capital amount]in (circle one) cash/property/services.
Partner 2, [partner 2 name]: $ [partner 2 capital amount] in (circle one) cash/property/services.
Additional contributions may be required upon unanimous agreement.
Profits and losses shall be divided [profit sharing ratio] among the Partners unless otherwise agreed in writing.
All business decisions shall be made by majority vote.
Each Partner shall have equal authority unless specified otherwise.
The Partnership shall maintain a business bank account at ______________ and all Partnership funds shall be deposited therein. Any withdrawals over $______________ require the approval of ____________________________.
The Partners may draw a salary or distributions as agreed upon. No Partner shall withdraw more than their share of profits unless approved by all Partners.
Admission of new Partners requires majority consent. No Partner may transfer their interest without the written approval of all other Partners.
The Partnership shall dissolve upon:
a) Mutual agreement of the Partners,
b) Death, bankruptcy, or incapacity of a Partner (unless the remaining Partners agree to continue),
c) Any event making the business unlawful.
Upon dissolution, all debts shall be paid, and remaining assets distributed proportionally.
Any disputes shall first be resolved through mediation. If unresolved, disputes shall be settled via binding arbitration in [arbitration location].
This Agreement shall be governed by the laws of the state of [governing law state].
This Agreement represents the entire agreement between the Partners.
Amendments must be in writing and signed by all Partners.
If any provision is found unenforceable, the remaining provisions shall remain valid.
Partner 1 | Partner 2 |
This is a general partnership agreement for two individual partners. It includes specific provisions for bank account withdrawal limits and capital contribution types that are not found in standard corporate bylaws or LLC operating agreements.
Use this when starting an unincorporated business with one other person where both parties share unlimited liability. Use a Limited Liability Partnership agreement instead if you require protection for personal assets.
| Clause | Name | What it does |
|---|---|---|
| 1 | Partnership Formation | Establishes a general partnership under a specific name to conduct business in accordance with a named state's laws. |
| 4 | Capital Contributions | Identifies the specific dollar amount and form of contribution, such as cash or services, provided by each Partner. |
| 5 | Profit and Loss Allocation | Specifies a profit sharing ratio for dividing gains and losses among the Partners. |
| 6 | Management and Decision-Making | Requires a majority vote for all business decisions and grants each Partner equal authority. |
| 9 | New Partners & Transfers | Mandates majority consent for new admissions and unanimous written approval for any transfer of a Partner's interest. |
| 10 | Dissolution & Exit Strategy | Triggers business termination upon mutual agreement, bankruptcy, or the death of a Partner. |
| 11 | Dispute Resolution | Requires mediation followed by binding arbitration in a specified location to resolve Partnership disagreements. |
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