Partnership Agreement Template for the US: Clauses and Law That Apply (2026)

What is a US partnership agreement, and why does it matter? A US partnership agreement is a contract between two or more people who run a business together for profit. It sets each partner's contribution, share of profit and loss, role in decisions, and what happens when a partner leaves or the business ends. In the US a general partnership can form without any paperwork at all, simply by people carrying on a business together. The problem is that if there is no written agreement, the default rules of state partnership law fill every gap, and those defaults may not match what the partners actually want. A written agreement lets the partners set their own terms instead. This article is general guidance, not legal advice. Partnership law is state law and changes, and general partners usually have unlimited personal liability, so have a qualified professional review an agreement before you rely on it. Last verified October 2026. ## US partnership agreement template Copy the block below and fill the bracketed fields. ```

PARTNERSHIP AGREEMENT This Partnership Agreement ("Agreement") is made on [DATE] AMONG: [PARTNER 1], [PARTNER 2], [PARTNER 3] (each a "Partner") 1. FORMATION AND NAME The Partners form a general partnership under the laws of [STATE], doing business as [PARTNERSHIP NAME], for the purpose of [BUSINESS]. 2. TERM The partnership begins on [DATE] and continues until dissolved under this Agreement. 3. CAPITAL CONTRIBUTIONS Each Partner contributes as follows: [Partner - cash/property - value]. Additional contributions require [unanimous / majority] approval. 4. PROFITS, LOSSES, AND DRAWS Profits and losses are shared [equally / in the percentages: Partner X%]. Partners may draw [amount / schedule]. Distributions are made [schedule]. 5. MANAGEMENT AND VOTING Each Partner has [an equal vote / votes in proportion to interest]. Ordinary decisions pass by [majority]; major decisions (borrowing, admitting a partner, selling assets) require [unanimous] approval. 6. DUTIES AND RESTRICTIONS Each Partner will act in good faith, devote [time] to the business, and not compete with it or take a partnership opportunity for themselves. 7. BANKING AND RECORDS Partnership funds are held in the partnership's accounts. Books are kept at [location] and open to every Partner. 8. ADMISSION AND WITHDRAWAL A new Partner is admitted only by [unanimous] consent. A Partner may withdraw on [N] days written notice. Withdrawal is handled under the buyout terms in clause 9. 9. BUYOUT ON DEPARTURE On a Partner's withdrawal, death, or removal, the partnership or the remaining Partners may buy that interest at [a value set by [method]], paid [terms]. 10. DISSOLUTION The partnership dissolves on [events]. On dissolution, assets pay creditors first, then return capital, then split any surplus by profit share. 11. DISPUTES AND GOVERNING LAW Disputes are resolved by [mediation then arbitration / courts]. This Agreement is governed by the laws of [STATE]. Signed - each Partner: __________ Name / date

- **Profits, losses, and draws (clause 4).** Decide the profit and loss split and how partners take money out. The split does not have to match contributions, but say so clearly if it does not.
- **Management and voting (clause 5).** Set which decisions are ordinary (majority) and which are major and need unanimous consent, such as borrowing, admitting a partner, or selling the business.
- **Buyout on departure (clause 9).** This is the clause partners most regret leaving out. Agree a valuation method and payment terms now, so a partner leaving does not force a sale or a fight.
- **Dissolution (clause 10).** Set the order of payment on winding up: creditors first, then returned capital, then surplus by profit share. ## Common mistakes to avoid - Having no written agreement, so state default rules decide profit splits, voting, and buyouts for you.
- No buyout or valuation method, which turns a partner's exit into a crisis.
- Assuming profits follow contributions when the partners meant something else.
- Forgetting that general partners usually have unlimited personal liability for partnership debts.
- No clause on admitting new partners or handling a partner's death. ## A note on jurisdiction and current law - **State law and RUPA.** Partnership law is state law. Most states have adopted a version of the Revised Uniform Partnership Act, which treats the partnership as a separate entity and, importantly, gives the partnership agreement priority over its default rules in almost all cases. Louisiana follows its own civil-law partnership rules rather than the uniform act. Confirm your state's version, as adoption and amendments vary. <!-- [VERIFY: exact RUPA adoption and state-specific modifications; sources differ on count, confirm the governing state statute] -->
- **Defaults fill the gaps.** Where the agreement is silent, the state act decides. By default many states split profits equally regardless of contribution, so set your own split if you want a different result.
- **Unlimited liability.** In a general partnership, partners are usually personally liable for the partnership's debts, and each can bind the partnership. Those who want limited liability often choose an LLP or LLC instead, which are separate forms with their own rules.
- **Fiduciary duties.** Partners owe each other duties of loyalty and care under the act, which the agreement can shape but not wholly remove. ## Where a contract workspace helps A template gets you a sound partnership agreement. The ongoing work is keeping capital accounts, buyout terms and voting rules consistent as partners join or leave, and keeping signed versions and amendments straight. Drafting, reviewing, tracking and governing a partnership agreement can live in one AI workspace tuned to how your business is run, so per-clause risk is flagged, edits happen in plain English, and every amendment is recorded in one place. [Adira](https://adiralaw.com) is one tool that joins these in one workspace. This template alone is enough to put a fair agreement in place; a workspace just makes drafting, review and tracking one connected job.