Partnership Agreement Template for the UK

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What is a Partnership Agreement?

A Partnership Agreement is a legal contract that sets out how two or more people will run their business together. It spells out each partner's rights, responsibilities, and share of profits, while protecting everyone if things go wrong. Think of it as your business's rulebook and safety net rolled into one.

Under English law, you don't technically need a written agreement to form a partnership - but without one, you'll fall back on the Partnership Act 1890's basic rules. A proper agreement helps avoid disputes by covering crucial points like decision-making powers, profit sharing, adding new partners, and what happens if someone wants to leave or retire. It's especially vital for professional partnerships like law firms and medical practices.

Sample clauses: standard wording in a UK partnership agreement

6. Capital, Profits, Losses and Drawings
6.1 The Partners shall contribute capital in the amounts set out in Schedule [1], and each Partner's capital account shall be credited with that Partner's contribution and shall carry interest at [rate]% per annum before the division of profits.
6.2 Subject to clause 6.3, the net profits and losses of the Partnership in each accounting period shall be divided between the Partners in the Profit Shares set out in Schedule [1], and section 24(1) of the Partnership Act 1890 shall not apply.
6.3 Before any division under clause 6.2, there shall be paid to each Partner any salary or priority profit share specified in Schedule [1], and any shortfall in profits available for that purpose shall be borne by the Partners in their Profit Shares.
6.4 Each Partner may draw on account of that Partner's anticipated Profit Share up to [amount] per month, and any Partner whose drawings exceed that Partner's Profit Share for the accounting period shall repay the excess within [30] days of the accounts being signed.

14. Retirement and Expulsion of a Partner
14.1 A Partner may retire from the Partnership by giving not less than [six] months' written notice to the other Partners expiring at the end of an accounting period, and the Partnership shall not thereby be dissolved as between the continuing Partners.
14.2 The Partners may by [unanimous] vote of all Partners other than the Partner concerned expel that Partner with immediate effect where that Partner commits a material breach of this Agreement, is made bankrupt, or ceases to hold any professional qualification or registration required for the Business.
14.3 The continuing Partners shall pay to an Outgoing Partner the amount standing to that Partner's capital and current accounts as at the Leaving Date, together with that Partner's Profit Share to that date, by [twelve] equal monthly instalments, and no sum shall be payable in respect of goodwill.
14.4 An Outgoing Partner shall not, for [12] months after the Leaving Date, solicit any client of the Partnership with whom that Partner dealt in the [24] months before that date.

Illustrative extract showing typical drafting under the law of England and Wales. Documents generated with GenieAI are tailored to your rules, standards and context.

Frequently Asked Questions

When should you use a Partnership Agreement?

Create a Partnership Agreement at the very start of any business venture with multiple owners - ideally before you begin trading. This matters most when launching professional service firms, retail businesses, or any enterprise where partners contribute different amounts of money, time, or expertise.

The agreement becomes essential when partners have unique roles or unequal investments, or when specific profit-sharing arrangements differ from standard splits. Having it ready before disputes arise saves significant headaches, especially around decision-making authority, intellectual property ownership, and exit procedures. For regulated industries like legal or financial services in England & Wales, clear partnership terms help meet compliance requirements and protect professional licenses.

What are the different types of Partnership Agreement?

Who should typically use a Partnership Agreement?

  • Business Partners: The primary parties who sign and are bound by the agreement, including both active managing partners and silent investors
  • Solicitors: Draft and review the agreement to ensure it meets legal requirements and protects all parties' interests
  • Accountants: Advise on profit-sharing structures, tax implications, and financial reporting obligations
  • Industry Regulators: May need to approve partnership structures in regulated sectors like financial services or legal practices
  • Business Advisors: Help structure the partnership terms and governance arrangements for optimal business operations

How do you write a Partnership Agreement?

  • Partner Details: Collect full legal names, addresses, and contributions (money, assets, or skills) from each partner
  • Business Basics: Define the partnership name, business purpose, and main trading address
  • Financial Structure: Agree on profit-sharing ratios, capital contributions, and drawing rights
  • Management Roles: Outline each partner's responsibilities, voting rights, and decision-making authority
  • Exit Strategy: Plan procedures for retirement, death, or voluntary departure
  • Documentation: Gather relevant business licenses, property deeds, and existing contracts
  • Draft Review: Use our platform to generate a customised agreement that includes all these elements legally and clearly

What should be included in a Partnership Agreement?

  • Partner Information: Full legal names, addresses, and partnership interests of all parties
  • Business Details: Trading name, principal place of business, and nature of the partnership
  • Capital Contributions: Initial investments, asset valuations, and ongoing financial obligations
  • Profit Sharing: Distribution ratios, drawing rights, and accounting procedures
  • Management Powers: Decision-making authority, voting rights, and operational control
  • Dispute Resolution: Procedures for handling disagreements and deadlocks
  • Exit Provisions: Terms for retirement, death, or voluntary departure
  • Governing Law: Explicit statement of English law jurisdiction

What's the difference between a Partnership Agreement and a Business Acquisition Agreement?

A Partnership Agreement differs significantly from a Business Acquisition Agreement. While both involve multiple parties in business arrangements, their purposes and applications are quite distinct.

  • Purpose and Duration: Partnership Agreements establish ongoing business relationships and operational frameworks, while Business Acquisition Agreements facilitate one-time transfers of business ownership
  • Scope of Terms: Partnership Agreements cover day-to-day operations, profit sharing, and management rights; Acquisition Agreements focus on purchase price, asset transfer, and warranties
  • Party Relationships: Partners share ongoing mutual obligations and benefits, whereas buyers and sellers typically end their relationship after the acquisition completes
  • Legal Structure: Partnership Agreements create a new business entity under Partnership Act 1890, while Acquisition Agreements transfer existing business assets or shares
  • Risk Distribution: Partners share business risks jointly; in acquisitions, risk typically transfers from seller to buyer on completion

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Reviewed by

Swetha Meenal

Legal Engineer, GenieAI

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A lawyer, legal researcher and legal tech founder, Swetha has built AI products deployed inside Tier 1 firms and enterprises. She ensures GenieAI's alignment with the latest regulation and executes testing on the legal robustness of Genie output.

Reviewed by

Imad Mohammed Nazar

Legal Engineer, GenieAI

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A Skadden-trained M&A lawyer, Imad advised on cross-border transactions and contractual risk before moving into legal AI. He reviews GenieAI's output for compliance and enforceability across our 150+ supported jurisdictions, as well as facilitating external benchmarking.

Jurisdiction

England & Wales

Publisher

GenieAI

Cost

Free to use

Last updated

About the Partnership Agreement

  • Partner Details: Collect full legal names, addresses, and contributions (money, assets, or skills) from each partner
  • Business Basics: Define the partnership name, business purpose, and main trading address
  • Financial Structure: Agree on profit-sharing ratios, capital contributions, and drawing rights
  • Management Roles: Outline each partner's responsibilities, voting rights, and decision-making authority
  • Exit Strategy: Plan procedures for retirement, death, or voluntary departure
  • Documentation: Gather relevant business licenses, property deeds, and existing contracts
  • Draft Review: Use our platform to generate a customised agreement that includes all these elements legally and clearly

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