Partnership Agreement
Customized Agreements
Partnership Agreement
Build a general-partnership agreement that coordinates partner contributions, ownership, economics, management, authority, duties, transfers, departures, buyouts, deadlock, and detailed winding up with two substantive schedules.
Also called: general partnership agreement, business partnership contract, partner buyout agreement.
What you walk away with
A clean multi-page PDF and DOCX after you finish — not a web-form dump. Preview the document before you pay.
- PDF export
- DOCX export
- E-sign included
- No subscription
Partnership formation, partner agency, fiduciary duties, dissociation, transfer, creditor rights, dissolution, winding-up priorities, restrictive covenants, IP, tax, and filing rules vary by jurisdiction. The selected state supplies governing context, while mandatory rules continue to apply.
Jurisdiction details
See how this document starts in your state
Choose the state where the document will be used. The state page shows the maintained coverage level, local-rule limits, and a builder link with the canonical state code already selected.
When this fits
Use this document when…
- Starting a straightforward private business owned by two or more general partners
- Replacing informal understandings with written contribution, profit, voting, and authority terms
- Defining partner work, conflicts, opportunities, confidentiality, and business intellectual property
- Planning admission, transfer, withdrawal, death, incapacity, expulsion, buyout, and dissolution procedures
Before you start
Information you will need
- Partnership name, business, state, county, address, partners, start date, and term
- Cash, property, or service contributions; ownership; capital accounts; allocations; distributions; draws; compensation; and expenses
- Management model, partner roles, ordinary authority, dollar limits, reserved decisions, votes, meetings, records, banking, and tax administration
- Partner services, duties, conflicts, outside activities, partnership opportunities, confidentiality, and IP ownership or licenses
- Admissions, transfers, withdrawal, death, incapacity, expulsion, buyout triggers, valuation, deadlock, dissolution, and winding-up priorities
What you receive
- One customized general Partnership Agreement
- Schedule A for partners, contributions, interests, economics, roles, compensation, and retained materials
- Schedule B for ordinary authority, transaction limits, reserved decisions, voting thresholds, and bank controls
- PDF and DOCX export with electronic signature capability
Document questions
Questions about this document
What is a Partnership Agreement?
Build a general-partnership agreement that coordinates partner contributions, ownership, economics, management, authority, duties, transfers, departures, buyouts, deadlock, and detailed winding up with two substantive schedules.
How do I create a Partnership Agreement?
Starting a straightforward private business owned by two or more general partners; Replacing informal understandings with written contribution, profit, voting, and authority terms; Defining partner work, conflicts, opportunities, confidentiality, and business intellectual property
What should a Partnership Agreement include?
Partnership name, business, state, county, address, partners, start date, and term; Cash, property, or service contributions; ownership; capital accounts; allocations; distributions; draws; compensation; and expenses; Management model, partner roles, ordinary authority, dollar limits, reserved decisions, votes, meetings, records, banking, and tax administration; Partner services, duties, conflicts, outside activities, partnership opportunities, confidentiality, and IP ownership or licenses; Admissions, transfers, withdrawal, death, incapacity, expulsion, buyout triggers, valuation, deadlock, dissolution, and winding-up priorities
Special situations
- This is not an LLC Operating Agreement and does not create an LLC liability shield or complete formation filings.
- Ownership, profit, loss, distribution, and voting percentages are recorded separately and must reconcile.
- Internal authority limits may not bind an outsider who lacks legally effective knowledge or notice.
- Complex special tax allocations, investment-fund economics, public offerings, limited partnerships, and LLP filings are outside this product.
Frequently asked questions
Is this the same as an LLC Operating Agreement?
No. This agreement is written for a general partnership. It does not assume articles of organization, LLC membership interests, statutory managers, or an LLC liability shield.
Can partners have different ownership, voting, and profit percentages?
Yes. Schedule A records ownership, profits, losses, distributions, and voting separately, and the consistency checks require every selected percentage schedule to reconcile.
Does it include buyout terms?
Yes, when selected. The workflow requires the triggering events, buyer priority, valuation method and date, closing, payment, interest, security, offsets, releases, and transfer documents.
Does it complete partnership registrations or tax filings?
No. The agreement governs the partners' relationship. Assumed-name, license, tax, registration, and other required filings remain separate actions.
Does it support complex special tax allocations?
No. It supports straightforward ownership-based or stated percentage allocations. Complex waterfalls, carried interests, and special tax allocations are outside this product.
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Not legal advice
Locke Direct helps structure documents and workflows. It does not replace a qualified lawyer for complex, unusual, or high-risk situations.
Last reviewed August 2, 2026.