Partnership Agreement Attorney
Without a written agreement, partners default into statutory rules drafted for disputes and dissolutions, not for the deal they actually intended. The agreement answers those questions in advance, in writing, on the partners’ terms.
Get Started →The default rules aren’t your deal.
Two owners going into partnership without a written agreement default into the partnership rules of the controlling state law, written to handle disputes and dissolutions rather than to capture the deal the partners intended. When the partnership eventually faces a real question, a partner wants out, a partner dies, a partner stops contributing, the business gets bought, the dispute becomes a question of what the partners would have wanted, litigated under the default rules.
Delina drafts partnership agreements for general partnerships, limited partnerships, and limited liability partnerships, calibrated to the actual relationship between the partners rather than pulled from a generic template.
What the partnership agreement covers.
Capital Contributions
What each partner contributes at formation (cash, property, services) and what each is obligated to contribute later. How additional capital calls work, what happens if a partner does not meet a call, and how dilution is calculated.
Profit & Loss Allocations
The statutory default is pro rata to capital, which is rarely what partners want. The agreement specifies allocations that match the deal: disproportionate allocations for services partners, preferred returns for the larger capital contributor, or carried-interest structures.
Distributions
When and how cash is distributed: regular distributions, tax distributions so partners can pay the tax on their share of partnership income, and discretionary distributions, with attention to the priority among partners.
Decision-Making
Which decisions require unanimous consent, which require a majority, and which the managing partner can make alone, plus deadlock provisions where the partners are 50/50 and disagree on a substantive matter.
Transfer Restrictions
What happens when a partner wants to sell their interest, dies, divorces, or is forced out. The right of first refusal, the buy-sell mechanics, and the valuation methodology that applies on transfer.
Buy-Sell Mechanics
The most consequential provision in most agreements. The trigger event, the valuation method (formula, appraisal, or pre-agreed multiple), the payment terms, and the transition of the departing partner’s responsibilities.
Indemnification
When one partner is responsible to the others or to the partnership itself for losses arising from that partner’s actions.
Dispute Resolution
Whether disputes go to arbitration, mediation, or court, and what the procedural rules are.
Dissolution
What triggers dissolution, what happens to the assets and liabilities on dissolution, and how the wind-down is handled.
General, limited, and limited liability partnerships.
General Partnerships
All partners are jointly and severally liable for partnership debts. The default form for two or more people doing business together without forming a separate entity. Most general-partnership clients ultimately convert to an LLC or other limited-liability structure.
Limited Partnerships (LP)
A general partner manages and bears unlimited liability; limited partners contribute capital with limited liability up to their contribution. Used for real estate, fund structures, and operating businesses where investors want limited liability and managers want control.
Limited Liability Partnerships (LLP)
Each partner has limited liability for the negligent acts of the others but remains liable for their own. Used primarily by licensed professional firms where the rules require partnership form but partners want protection from colleagues’ malpractice.
Why generic partnership agreements fail.
The generic template assumes a 50/50 partnership with equal contributions, equal management rights, and a standard buy-sell. Most partnerships that come to the firm are not that. Contributions are unequal. Management roles are unequal. Exit expectations are unequal. The generic agreement either flattens those differences, producing a deal nobody actually agreed to, or leaves them unaddressed, producing a default-rule outcome on the first dispute.
The firm’s agreements are calibrated to the actual deal, reflecting what the partners agreed to, in writing, in a form that controls when the partnership is tested. Fees scope to the complexity of the relationship and are committed in writing before drafting begins.
This page is general guidance, not legal advice on any specific partnership. Reading it does not create an attorney-client relationship. Attorney-client relationships are formed only on a signed engagement agreement.
Further reading on business contracts.
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Going into business with a partner?
Tell Delina about the partners, the contributions, and the roles. The intake scopes a partnership agreement built around the deal you actually made.
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