A partnership agreement is a written contract in which two or more business owners set out how they share profits, make decisions, contribute capital, and handle departures. A partnership can exist without one, but state default rules then apply. A template gives you a starting point that you must tailor.
This is general information, not legal or tax advice. Partnership law varies by state, so have an attorney and an accountant review your agreement.
What is a partnership agreement?
A partnership agreement is the contract among partners that governs the business. It covers who owns what, how profits and losses are split, who decides what, and what happens when a partner leaves. Under the Revised Uniform Partnership Act, a partnership agreement can be written, oral, or implied, and the default rules fill the gaps where partners have not agreed.
The Act defines a partnership as the association of two or more persons to carry on as co-owners of a business for profit, and says it determines whether or not the persons intend to form a partnership (RUPA § 202(a), as adopted in Utah). So two people running a business together can be partners by default, even with no document. The Act defines a partnership agreement as the agreement, whether written, oral, or implied, among the partners (RUPA text).
Without your own terms, the default rules apply. Under RUPA Section 401, each partner is entitled to an equal share of profits and has equal rights in management, and under Section 306 all partners are jointly and severally liable for the partnership’s obligations unless otherwise agreed with the claimant or provided by law (RUPA text). Those defaults may not match what you intend, which is the main reason to write an agreement.
What should a partnership agreement template include?
A good template covers the business basics, each partner’s contribution, how profits and losses are shared, who manages the business, how decisions are made, and how partners enter, leave, or are bought out. It should also say how disputes are resolved and what happens if the business ends.
| Clause | What it should say |
| Name, purpose, term | The partnership’s name, business purpose, principal place of business, start date, and whether it has an end date |
| Partners and contributions | Each partner’s name and what each contributes: cash, property, skills, or time |
| Profit and loss sharing | Percentages for profits and losses, and when distributions are made |
| Management and voting | Who runs daily operations, which decisions need all partners, and how ties are broken |
| Compensation and draws | Whether partners are paid salaries or draws, and how expenses are reimbursed |
| Admitting new partners | Consent needed, buy-in terms, and how ownership percentages change |
| Withdrawal, death, buyout | How a departing or deceased partner is bought out and how the business is valued |
| Dispute resolution | Steps such as negotiation, mediation, or arbitration before court |
| Dissolution | How the business is wound up, debts paid, and assets divided |
| Governing law and signatures | The state whose law applies, plus signature and date lines for every partner |
Many of these topics are exactly where RUPA’s defaults may not fit, such as equal profit shares regardless of contribution or equal management rights. Writing them down lets the partners decide instead of leaving the answer to the statute.
What does a partnership agreement example look like?
A partnership agreement example is a short contract with numbered clauses for each topic above. The layout below is an illustration with placeholders, not a legal form. A real agreement should be tailored to your state, business, and partners.
| Partnership agreement (illustration) |
| 1. Parties and names. This agreement is made on [date] between [Partner A] and [Partner B], who agree to operate as [partnership name]. |
| 2. Purpose. The partnership will carry on [describe the business] at [location]. |
| 3. Contributions. Partner A contributes [amount or property]. Partner B contributes [amount, property, or services]. |
| 4. Profits and losses. Profits and losses are shared [percent] to Partner A and [percent] to Partner B, distributed [monthly or quarterly]. |
| 5. Management. Both partners share management. Decisions over [amount] require both partners’ written consent. |
| 6. Withdrawal and buyout. A partner who leaves must give [number] days’ notice, and the remaining partner may buy that interest at a value set by [method]. |
| 7. Disputes. Partners will try [negotiation or mediation] before any court action. |
| 8. Dissolution. On dissolution, debts are paid first and remaining assets are divided by ownership share. |
| 9. Governing law. The laws of [state] apply. |
| Signatures. [Partner A], [date]. [Partner B], [date]. |
BlueNotary’s form templates page says its templates can be downloaded free in PDF, Word, or Google Docs formats, and its business agreement contract template is a related general template. Neither is a partnership agreement tailored to your state, so treat any free template, including BlueNotary’s, as a starting point to review with an attorney.
What is the difference between a general partnership agreement and an LLC partnership agreement?
A general partnership agreement governs a general partnership, where partners share management and personal liability. An LLC does not have a partnership agreement; it has an operating agreement. A multi-member LLC is taxed as a partnership by default, which is why people search for an LLC partnership agreement. They are different documents.
| Feature | General partnership agreement | LLC operating agreement |
| Who it governs | A general partnership of two or more partners | A limited liability company and its members |
| Liability | Partners are jointly and severally liable under RUPA § 306 unless otherwise agreed | Set by the LLC statute and the agreement; check your state |
| Formation | Forms by association of co-owners, whether or not they intend it (RUPA § 202) | Formed by filing with the state |
| Federal tax default | Taxed as a partnership | Multi-member LLCs are taxed as partnerships by default |
A limited partnership is a third form, with general and limited partners, and it follows different statutes. The Saylor text on partnership law summarizes that a partnership is formed by co-owners of a business for profit and that an oral agreement to form one is valid (Legal Aspects of Corporate Management and Finance). If you want liability protection for owners, ask an attorney whether an LLC or limited liability partnership fits better than a general partnership.
How are partnerships taxed?
A partnership generally does not pay federal income tax itself. It files an information return, Form 1065, and passes income, deductions, and credits through to the partners on Schedule K-1. Each partner reports their share on a personal return. A multi-member LLC is treated the same way by default.
Tax guides explain that the partnership files Form 1065 and issues a Schedule K-1 to each partner, who reports the share on a personal return (TaxAct). They also say a multi-member LLC is taxed as a partnership by default unless it elects corporate treatment on Form 8832 or S corporation treatment on Form 2553 (TaxSlayer Pro; Ledgerism). Allocations follow the partnership agreement, so the profit-sharing clause matters for taxes. Ask an accountant how your allocations will be reported.
Does a partnership agreement need to be notarized?
Usually not. Partnership agreements can be written, oral, or implied, and a form provider says a partnership agreement does not typically require notarization unless local law specifies, though notarizing can add a layer of validation. Notarizing verifies each partner’s identity and signature, which many partners want.
US Legal Forms’ guidance says a partnership agreement for business does not typically require notarization unless specified by local law, and that notarization may be required in certain jurisdictions or for specific actions related to the partnership (US Legal Forms). A bank, lender, or landlord may ask for a notarized copy, so check before signing.
On BlueNotary, partners can notarize online from different places: upload the unsigned PDF, add each signer, verify identity, and sign on video. See its signer instructions, last updated July 14, 2026, the identity guide, and the multiple-signer process. If you need only signatures and no notary, BlueNotary’s eSign can collect them. One notarization with one stamp is $25, each additional signer is $5, each additional stamp is $8, and a witness is free if you bring one and $10 if BlueNotary provides one (checked October 2026, fee schedule). Two partners with one stamp would be $30 (hypothetical total). See the pricing page and the remote online notarization page.
How do you create and sign a partnership agreement?
Decide the structure, talk through the key terms together, start from a template, have an attorney review it, and have every partner sign and date it. Keep signed copies. Revisit the agreement when ownership, roles, or capital change.
1. Choose the structure with an attorney and accountant: general partnership, limited partnership, or LLC.
2. Agree on the key terms: contributions, profit shares, management, and exits.
3. Start from a template and customize each clause for your state and business.
4. Have an attorney review the draft, especially buyout, liability, and dissolution clauses.
5. Have every partner sign and date it, notarized if a bank or lender expects it.
6. Keep copies, and update the agreement when something changes.
Agreement ready to sign? Notarize Your Partnership Agreement Online with BlueNotary.
FAQs
1. Is a verbal partnership agreement valid?
Often yes. RUPA defines a partnership agreement as written, oral, or implied. Still, put it in writing, because proving oral terms is hard and the default rules may not match what you meant.
2. Can two people be partners without signing anything?
Yes. Under RUPA Section 202, co-owners carrying on a business for profit form a partnership whether or not they intend to, and default rules then apply.
3. What happens if a partnership has no written agreement?
State default rules apply, such as equal profit shares and equal management rights under RUPA Section 401. They may not fit your arrangement, which is why a written agreement helps.
4. Do partners have personal liability?
In a general partnership, partners are generally jointly and severally liable for the partnership’s obligations under RUPA Section 306. An LLC or limited liability partnership may change that. Ask an attorney.
5. Do I need a lawyer for a partnership agreement?
A template is a starting point, but an attorney should review buyout, liability, and dissolution terms. Rules vary by state and mistakes are costly.
