Two or more people run a business together (no company). Answer a few plain-English questions and Scorpia drafts the complete document for your situation, checks it with a second review pass, and shows you a free preview before you pay anything.
Draft my partnership agreement — free preview →PARTNERSHIP AGREEMENT
General partnership under the Partnership Act 1890 (not an LLP)
THIS DEED is made on __________
BETWEEN:
(1) __________ of __________;
(2) __________ of __________;
(3) __________ of __________;
(each a "Partner" and together the "Partners").
BACKGROUND
The Partners have carried on the business of __________ in partnership under the name __________ and have agreed to record the terms of their partnership in this Deed, which replaces the default provisions of the Partnership Act 1890 to the extent they are inconsistent with it.
AGREED TERMS
1. DEFINITIONS
"Accounting Date" means __________ in each year. "Business" means the business described above and any other business the Partners agree to carry on. "Capital" means the capital contributed under clause 5. "Firm" means the partnership constituted by this Deed. "Outgoing Partner" means a Partner who ceases to be a Partner for any reason. "Partnership Property" means all property, rights and interests acquired for the Firm or with its money. "Profits" and "Losses" mean the income profits or losses of the Firm as shown in the accounts.
2. COMMENCEMENT AND NAME
(2.1) The partnership commenced on __________ and continues until dissolved under this Deed. The Firm's name is __________ and its principal place of business is __________. The Partners shall comply with the business-name requirements of Part 41 of the Companies Act 2006 (disclosure of the Partners' names on letters, invoices and the website).
If two or more people run a business together without forming a company, the law says they are in partnership whether they meant to be or not, and the Partnership Act 1890 writes the rules: equal shares of profit regardless of contribution, every partner liable for every debt, and the partnership dissolved by any partner at any time. A partnership agreement replaces those defaults with terms that suit you.
Equal profit shares and equal say, whatever each partner put in. Any partner can bind the firm in the ordinary course of business, and each partner is jointly liable for the firm's debts in full. A partner can dissolve the whole firm by notice, and the death or bankruptcy of one partner dissolves it automatically. There is no power to expel a partner and no obligation on a partner to devote any particular time. Almost nobody wants those rules, and the agreement is where you change them.
Capital contributions and whether they earn interest; profit and loss shares; drawings limits and what happens to over-drawings; who can sign contracts and spend money up to what limits; decisions that need all partners; time commitment and holidays; accounts and the accounting date; how a partner retires, is expelled, or dies without dissolving the firm; how the leaver's share is valued and paid; restrictions on a leaver competing or taking clients for a reasonable period; and how disputes are resolved.
A general partnership gives no limited liability. If that matters, consider a limited liability partnership or a company instead; Scorpia has the documents for both. A partnership agreement should be executed as a deed so that the provisions replacing the statutory defaults are beyond doubt, and the firm must comply with the business-name disclosure rules in Part 41 of the Companies Act 2006.
No, but without one the Partnership Act 1890 applies in full. Most of its default rules are unsuitable for a modern business.
Yes. The agreement sets the capital and profit shares and the voting arrangements as you choose.
Under the agreement the firm continues and the estate receives the deceased partner's share on the valuation basis you set; without one the firm dissolves.
If limited liability matters, often yes. An LLP needs registration at Companies House and a members' agreement; this template is for a general partnership.
The agreement is executed as a deed, so each partner's signature is witnessed. The draft includes the execution blocks.
No. Scorpia is software that drafts and checks documents. It is not a law firm and does not give legal advice. For a dispute, a company sale or anything unusual, use a solicitor.