Partnership Agreement (Canada) by OLL
Establish a general partnership for carrying on business in a Canadian common-law province or territory. This template outlines unlimited personal liability, capital contributions, profit distribution schedules, and management authority between two or more partners.
This document comes from OLL's library of vetted legal templates
PARTNERSHIP AGREEMENT
This template is for a general partnership between two or more people or entities carrying on business together in a Canadian common-law province or territory. It is not suitable for a limited partnership, a limited liability partnership, or a corporation. It is not suitable for use in Quebec.
Drafting notes appear in italics and are to be deleted before execution. Square brackets mark information to be filled in. Delete any inapplicable optional clauses and renumber before execution.
This template assumes two Partners for readability. If there are more than two, replicate the parties block and the signature block for each additional Partner, and adjust Schedule A accordingly.
⚠️ Unlimited personal liability. In a general partnership, each Partner's personal assets can be used to satisfy the Partnership's debts and obligations, including obligations created by the other Partners acting in the ordinary course of the Business. This Agreement governs the Partners' rights as between themselves — it does not and cannot limit that exposure to third parties. Partners who want to limit personal liability should take advice on a limited liability partnership (where the Partners' profession permits one) or a corporation with a shareholders' agreement instead.
THIS AGREEMENT is made as of [Date].
BETWEEN:
[Partner 1 Legal Name], of [Partner 1 Address]
("[Partner 1 Short Name]")
— and —
[Partner 2 Legal Name], of [Partner 2 Address]
("[Partner 2 Short Name]")
(each a "Partner" and together the "Partners")
WHEREAS the Partners wish to carry on business together as partners on the terms set out below;
NOW THEREFORE in consideration of the mutual covenants below, the Partners agree as follows:
Formation, Name and Place of Business
The Partners form a general partnership (the "Partnership") under the name "[Partnership Name]", effective [Date].
The Partnership's principal place of business is [Address], or any other location the Partners agree on in writing.
The Partnership is a general partnership. It is not a limited partnership, a limited liability partnership, a corporation, or a joint venture.
This Agreement governs the Partnership between the Partners. Where this Agreement is silent, the default rules in the Partnership Act of the governing province apply. Insert the applicable citation: Ontario – Partnerships Act, R.S.O. 1990, c. P.5; British Columbia – Partnership Act, R.S.B.C. 1996, c. 348; Alberta – Partnership Act, R.S.A. 2000, c. P-3. Confirm the current citation for any other common-law province or territory before use.
If the Partnership carries on business under a name other than the Partners' own legal names, confirm whether the governing province requires the business name to be registered before the Partnership begins operating.
Business Purpose
The Partnership's business is [describe the business] (the "Business"), and any other business the Partners agree to in writing.
Term
The Partnership begins on [Start Date] and continues until dissolved in accordance with section 17.
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Canada note
This version is drafted for Canada. Provinces differ on employment standards and Quebec applies civil law rather than common law. Tell GitLaw which province applies and it adjusts the draft.
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