Business Partnership Agreement: Types, Top Terms
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What Is A Business Partnership Agreement?
A business partnership agreement, also known as a partnership contract or articles of partnership, is a legally binding document that determines the roles and responsibilities between two individuals or entities acting as business partners. For partnership agreements to be enforceable, they should contain specific elements and provisions that comply with local, state, and federal contract law.
What Is A Business Partnership?
A business partnership is a formal agreement between two parties operating and managing a company and share in its profits or losses. While there are risks associated with business partnerships, they can flourish successfully and generate significant revenue for both partners.
Business partnerships work well for several types of professions, including:
- Lawyers
- Accountants
- Contractors
- Marketing professionals
- Financial managers
- And more
Like a sole-proprietorship, most business partnerships do not shield owners from legal and financial exposure. Partners are liable personally for all debts and paying income tax on profits and losses. The exceptions to this are Limited Liability Partnership (LLP) and a Professional limited liability partnership (PLLP), which we will address later in this article. The most important advantages of a business partnership are that they are less complicated to form and carry lower taxes than other structures.
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Roles And Responsibilities
Legal responsibilities apply to all members of every partnership. In general, they must keep financial records accurate, pay taxes, and provide overall managerial direction, unless they are silent partners. Silent partners share in the profit and loss of a business partnership without exercising operational control.
Depending upon the type of business partnership and industry, partners must share in the following roles and responsibilities:
- Managing employees
- Implementing marketing strategies
- Developing client relationships
- Tracking financial objectives
- Executing other strategic management activities
As you can see, a business partner’s duties are primarily related to everyday managerial activities focused on growth. Several factors determine the scope and depth of each partner’s role, including the type of partnership chosen from a legal and structural standpoint.
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Types Of Partnerships
There are a few types of partnerships from a legal and taxation standpoint. The structure you and your partners use will vary by industry, investment strategy, willingness to take on personal liability, relationship strength, individual backgrounds, and location. Consider your options prudently before making a decision.
The four main types of partnerships include:
- General partnership (GP) : A general partnership is where two or more owners carry out the business’ purpose. They share equal responsibility and rights while retaining liability for all obligations and debts. General partnerships allow owners to use a passthrough tax advantage that can result in lower tax rates.
- Limited partnership (LP) : A limited partnership restricts the amount of personal liability involved for investment purposes. While there must be at least one general partner, limited partnerships allow the business to receive operating capital. The limited partner will also receive profits or pay for losses.
- Limited Liability Partnership (LLP) : An LLP retains a general partnership’s tax privileges while offering protection from personal liability to partner members. These safeguards include protection from loss or civil liability resulting from wrongdoings committed by other partners.
- Professional limited liability partnership (PLLP) : A PLLP is an LLP comprised of licensed professionals, such as accountants, lawyers, and medical professionals since some states do not allow them to form as LLPs. The central difference between them is that PLLPs must provide proof of licensure for all members to operate lawfully.
When it comes to structuring your partnership, ensure that you choose an entity type best suited for your situation and business needs. Legal mistakes can become costly endeavors. Speak with a small business lawyer if you have questions or need advice when forming a partnership in your state.
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What’s Included In A Business Partnership Agreement
While every business partnership agreement is different, the primary elements are generally the same. However, it should speak to your specific partnership and operation since no two organizations are alike.
Below are common elements included in a business partnership agreement:
- Partnership’s name and location that you will provide on taxes and legal documents
- Required contributions made by each member, such as time, resources, and capital, and at what rate and frequency
- How partners will allocate profits and losses
- Decision-making powers and authorities delegated to each member
- Process for handling business partnership terminations, including the event of death
- Whether you will allow new partners or not and how you will onboard them
- How you will handle and limit civil dispute processes when seeking resolution or remedy from a partner’s wrongdoing
You and your business partners can address many of the details included in a business partnership agreement by drafting an operating agreement first. An operating agreement is generally used in conjunction with the Articles of Incorporation filing to receive Certificates of Incorporation. However, you can apply the identical principle to partnerships for greater understanding by partner members.
Why Business Partnership Agreements Are Important
A business partnership agreement may be one of the most critical documents that form your business from a legal and financial standpoint. When partners do not know what to anticipate, it can lead to partner disagreements in the future. Try to minimize the potential for disputes at all costs by taking the time to implement a business partnership agreement.
Here are four reasons why business partnership agreements are important:
- Establishes the percentage of ownership allocated to partners, including profitability
- Determines how much control by a percentage each partner holds, including decision-making power
- Expresses the assignment of liability held by individual partner members
- Leaves a set of instructions for remaining members regarding how to handle the deceased partner’s company stake
Theoretically, a business partnership agreement offers guidance to partners regarding their obligations and considerations for meeting them. However, many business owners may work through this process too quickly. The most practical approach is to take your time, if you can, and work with a contract lawyer to provide advice.
How To Write A Business Partnership Agreement
When it comes to writing a business partnership agreement, there is no specific length or way to write it. Since businesses evolve, you can write in provisions that help you address these needs for greater flexibility.
The steps for how to write a business partnership agreement include:
- Draft an initial general operating agreement
- Determine how you will treat the addition of new limited partners
- Determine how you will treat the addition of new full partners
- Create a continuity and succession plan in case a partner leaves
When drafting a business partnership agreement, there are several resources available online to assist you. However, these agreements may not be specific to your situation. For example, using an LLC operating agreement to address a partnership operating agreement’s needs may exclude necessary provisions and guidelines.
Working With A Lawyer To Prepare Your Business Partnership Agreement
Instead of using an online template, work with a small business lawyer to prepare your business partnership agreement. They can provide guidance and advice while ensuring that the contract is proper for your industry and jurisdiction and help you file the necessary legal documents to establish your partnership with the state.
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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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Owner and operator of Meek Law Firm, PC. Meek Law Firm provides comprehensive business law representation, precise and informed representation for real estate transactions in the commercial and residential markets of North and South Carolina and efficient succession and estate planning for business owners and individuals.
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Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. She is a former securities examiner at the United States Securities & Exchange Commission (SEC) and Associate Counsel at State Street Bank & Trust and has consulted for various investment houses and private investment entities. Her work has included developing a mutual fund that invested in equity securities of listed real estate investment trusts (REITs) and other listed real estate companies; establishing private equity and hedge funds that help clients raise capital by preparing offering materials, negotiating with prospective investors, preparing partnership and LLC operating agreements and advising on and documenting management arrangements; advising on the establishment of Initial Coin Offerings (ICOs/Token Offerings) and counseling SEC registered and state investment advisers regarding organizational structure and compliance. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. in International Relations. She earned her Juris Doctorate from New England Law | Boston and her LL.M. in Banking and Financial Law from Boston University School of Law. She is admitted to practice in Massachusetts and New York. Currently, her practice focuses on assisting investors, start-ups, small and mid-size businesses with their legal needs in the areas of corporate and securities law.
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Indemnification
Business Partnership Agreement
North Carolina
Indemnity clause in business partnership agreement?
I am in the process of forming a business partnership with a colleague, and we are currently in the process of drafting a contract. We both have agreed on most of the terms, but I am unsure about the indemnity clause. I am not sure what should be included in this clause and I want to ensure that both parties are protected in the event of a dispute.
N'kia N.
Indemnity clauses (also known as "indemnification clauses") are rather common in business contracts, including formal Partnership Agreements. The general purpose of an indemnity clause is to protect the indemnified party against a claim, including a lawsuit, by a third party or another party. While the clause might not be extremely detailed, the terms and conditions of an indemnity clause should clearly and accurately reflect the parties' understanding and intent. Someone who has questions or concerns about an indemnity clause, including in a Partnership Agreement, should consider consulting with a knowledgeable attorney before signing.
Business Contracts
Business Partnership Agreement
Washington
Can a business partner unilaterally dissolve a partnership without the consent of the other partner?
I am currently in a business partnership where my partner and I had a verbal agreement to run a small retail store together. However, recently my partner has expressed interest in dissolving the partnership and has threatened to do so unilaterally, without my consent. We do not have a written partnership agreement in place, so I am unsure of my rights and what actions I can take to protect my interests in the business. I am seeking legal advice on whether my partner can dissolve the partnership without my consent, and what steps I can take to protect my rights and investments in the business.
Merry K.
Speaking generally, a court could find that a business partnership exists even though verbal - the court would look at many factors, such as the length of the agreement, common/daily practices, etc. I suggest that you have a hear to heart talk with your partner, and discuss why he or wants to dissolve the arrangment. Ask if he or she would be willing to continue if some changes were made. Also ask if he or she would be willing to enter into a written agreement. If so, each of you should be represented by your own business contract attorney.
Corporate
Business Partnership Agreement
Arizona
What to include in a business partnership agreement?
I want to learn what terms are typical in a partnership agreement. Background - I am wanting to create a partnership with an SEO agency (I provide digital ads/SEM services). I want to make sure we have the right terms around profit sharing and making sure they don't poach my clients without me getting a cut of the revenue. Any help is appreciated.
Michael S.
I recommend hiring an experienced corporate attorney to help negotiate and draft the agreement. You can't be given a list of 3 or 5 pointers and then expect to negotiate the agreement yourself. There are too many pitfalls. And you wouldn't expect someone to come to you and ask you how they can do for themselves what you do, right? It's more complicated than that, and there's a reason you're a professional.
Business Contracts
Business Partnership Agreement
North Carolina
Multilingual business partnership agreement?
I am looking to enter into a business partnership with a foreign partner and we would like to ensure that both parties are aware of the terms of the agreement. We want to make sure that the agreement is in our native language as well as the language of our partner in order to ensure that both parties have the same understanding of the agreement. We are looking for advice on how to draft a multilingual business partnership agreement.
N'kia N.
Generally speaking, contracts should be in a language that all the parties understand. However, many legal terms do not have exact translations in other languages. Therefore, many businesses that use multilingual contracts will identify one language as the contract's "official" language. Anyone who is considering using a multilingual business contract, including a business partnership agreement, should also consider using translators who are well versed in "legalese" in the languages to be used in the contract.
Business
Business Partnership Agreement
North Carolina
Can I withdraw from a business partnership agreement?
I am currently in a business partnership agreement with a colleague, and I am considering withdrawing from the partnership. We have been in the agreement for over a year and our goals and objectives have changed. I am looking for legal advice on the steps I need to take to withdraw from the agreement, and the potential legal implications of doing so.
N'kia N.
Below is a general overview of how the process of a partner withdrawing from a partnership commonly plays out: The withdrawing partner gives written notice of withdrawal. The parties obtain business valuations to determine payout terms. The parties execute some type of withdrawal or buyout agreement that states rights, responsibilities, and restrictions (such as non-competition and non-disclosure/confidentiality), and other important terms of the deal. A partner who is considering withdrawing from the partnership should consider consulting with a knowledgeable attorney who can review the Partnership Agreement and the terms of a proposed withdrawal or buyout agreement, and either guide the partner through handling the process without representation or represent the partner through the withdrawal. Additionally, the partner might consider consulting with a tax professional regarding tax liabilities. [It is often beneficial for the partner to seek assistance from an independent attorney or tax professional, rather than one who represents the partnership or another partner.]
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