General Partnership Agreement Template — Any State
Two to four owners in business together: contributions and percentages, draws and tax distributions, who decides what, duties and outside activities, transfer restrictions with right of first refusal, buyout on withdrawal, death, disability or expulsion with three pricing methods, dissolution, mediation then courts or arbitration. Spousal consent and new-partner joinder included. 51 state editions naming the partnership act.
Who it is for
Two to four people who run a business together without forming an LLC or corporation — a trade, a practice, a shop, a farm, a family business or a joint venture for one project — and want to settle in writing who contributes what, how profits are shared, who decides, what happens when a partner leaves or dies, and how disputes are resolved.
What is inside
- General Partnership Agreement: Key Terms table + 10 articles — formation and trade name, contributions, capital accounts and partner loans, profits, draws, tax distributions and guaranteed payments, management with unanimous-consent list and managing-partner limits, bank signatures, books and meetings, duties of loyalty and care, outside activities, confidentiality and optional non-compete, transfer restrictions with right of first refusal, dissociation events, expulsion, continuation and buyout with three pricing methods and installment terms, dissolution and winding up, mediation then courts or arbitration
- Schedule A partners, contributions, duties and percentages with annual Agreed Value certificate · Schedule B Consent of Spouse · Schedule C Joinder of a New Partner
- Instruction Sheet: partnership vs LLC, contributions and percentages, draws and tax distributions, decisions and authority, leaving, dying and buying out, spouses, after-signing checklist (trade name, EIN, bank, insurance, annual tasks), when the form is not enough
The first pages
Rendered from the actual form. Yellow fields are the ones you fill in; the rest is already written.
GENERAL PARTNERSHIP AGREEMENT
[PARTNERSHIP NAME]
The information in this table is incorporated into the Agreement that follows. Where the Agreement refers to an item "in the Key Terms," it means the entry below.
| Item | Entry |
|---|---|
| Partnership name | [PARTNERSHIP NAME] (the "Partnership") |
| Partners | The persons listed in Schedule A, as updated from time to time |
| Business | [DESCRIPTION OF THE BUSINESS — e.g., "the operation of a landscaping and lawn-care business"] and any lawful activity related to it |
| Governing law | State of [GOVERNING LAW STATE], including the [NAME OF STATE PARTNERSHIP STATUTE] (the "Act") |
| Principal office | [PRINCIPAL OFFICE ADDRESS] |
| Effective Date | [EFFECTIVE DATE] |
| Term | [TYPE "Indefinite, until dissolved under Article 8" OR "Until" AND THE END DATE OR THE COMPLETION OF A PROJECT] |
| Capital contributions | As stated in Schedule A; total initial contributions of $[TOTAL INITIAL CONTRIBUTIONS] |
| Percentage Interests | As stated in Schedule A [TYPE "in proportion to capital contributions" OR "as agreed, regardless of contributions"] |
| Profits and losses | Shared in proportion to Percentage Interests [, except: SPECIAL ALLOCATION, OR DELETE] |
| Management | [TYPE "All Partners, voting by Percentage Interest" OR "All Partners, one vote each" OR "A Managing Partner, NAME, within the limits in Section 4.3"] |
| Partner draws | [TYPE "None without a vote of the Partners" OR "$" AND THE AMOUNT "per month to each Partner, as an advance on the Partner's share of profits"] |
| Partner services | [TYPE "Each Partner devotes full time to the Business" OR "Each Partner devotes the time described in Schedule A"] |
| Outside activities | [TYPE "Permitted if not competing with the Business" OR "Not permitted without the consent of the other Partners"] |
| Non-competition after leaving | [TYPE "None" OR THE PERIOD "after a Partner leaves, within" AND THE TERRITORY, "as Section 5.4 provides"] |
| Buyout price | [TYPE "The Partner's capital account balance plus the Partner's share of profits to the date of dissociation" OR "The fair value of the Partner's interest as determined under Section 7.4" OR "The value set by the Partners' most recent Agreed Value certificate under Section 7.4"] |
| Buyout payment terms | [DOWN PAYMENT PERCENTAGE]% at closing and the balance in [NUMBER OF INSTALLMENTS] equal [monthly OR quarterly] installments with interest at [BUYOUT INTEREST RATE]% per year |
| Dispute resolution | [TYPE "Mediation, then the courts of" AND THE COUNTY AND STATE OR "Mediation, then binding arbitration under Section 9.2"] |
| Fiscal year and accounting | Calendar year, [cash OR accrual] method; books kept at the principal office |
… the document continues for about 12 pages.
The instruction sheet
Every download includes a plain-language instruction sheet. This is how it opens.
INSTRUCTION SHEET
General Partnership Agreement
Two or more people who carry on a business together as co-owners are a general partnership whether or not they sign anything — and if they sign nothing, their state's partnership statute decides everything: equal shares of profit regardless of who contributed more, equal votes, no way to expel a partner, and a buyout or dissolution on terms no one chose. This Agreement replaces those default rules with terms the partners choose: who contributes what, how profits are shared, who decides, what happens when a partner leaves, dies or wants out, and how disputes are resolved.
It is written for a small business with two to four partners — a trade, a professional practice, a shop, a farm, a real estate venture, a family business — in any U.S. state or the District of Columbia. It is balanced among the partners, and it reads with the state's partnership statute (the "Act"): where the Agreement is silent the Act fills the gap, and where they differ the Agreement controls to the extent the Act allows.
Use this form if: two or more people (or companies) want to run a business together without forming an LLC or corporation, or already do so and have no written agreement, or want to document a joint venture for a single project.
Use a different form if: you want limited liability for the owners — in most situations an LLC (Forms US-LLC-01 and US-LLC-02) gives the same flexibility with protection from the business's debts, and this Agreement explains in Section 1.5 that general partners do not have that protection; the partnership is a limited partnership (with passive investors) or a professional partnership whose licensing rules require specific terms; or there are more than four partners or outside investors.
• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [PARTNERSHIP NAME]. Replace the whole bracket — including the brackets — with your information, and remove the highlight if you wish. Use Find and Replace for the partnership name.
• Some fields offer choices, written as "OPTION A" OR "OPTION B", or begin with the word TYPE followed by the alternatives. Pick one, type that text in place of the entire bracket, and delete the alternatives. Never leave both options in the signed document.
• Complete the Key Terms first; the Agreement refers to them. Then Schedule A. Delete Part 2 of Schedule A if the Key Terms do not use an Agreed Value. Schedule B is signed by each married partner's spouse; Schedule C is kept blank for a future partner. Delete the cover page before signing.
• Rows marked "OR DELETE ROW" are for additional partners. If there are fewer, delete the row. If there are more, copy a row.
State editions
All 51 editions are in the same download. Open a state to see what its edition already fills in.
AL · AK · AZ · AR · CA · CO · CT · DE · DC · FL · GA · HI · ID · IL · IN · IA · KS · KY · LA · ME · MD · MA · MI · MN · MS · MO · MT · NE · NV · NH · NJ · NM · NY · NC · ND · OH · OK · OR · PA · RI · SC · SD · TN · TX · UT · VT · VA · WA · WV · WI · WY
Questions
What file do I get?
A zip with the state-neutral form and all 51 state editions as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Can I reuse it?
Yes. The license covers your own business and every company you own; it does not allow resale of the template itself.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Refunds?
Digital downloads are final once delivered. The preview on this page is taken from the actual document so you can see what you are buying.