Partnership Agreement, Business Partnership Deed Template Sample UK

Further Information

A partnership is a type of business vehicle where two or more individuals agree to carry on a business, trade or other activity together and share the profits and losses between them. There are two main types of partnership:

a traditional unincorporated partnership; and
a limited liability partnership (also called an 'LLP').

A partnership is often referred to as a 'firm' and the name of the partnership as the 'firm name'.

Business Partnership Agreement

The legal status of a traditional partnership is similar to that of a sole trader and is a simple and flexible way to run a business. These informal business structures do not require to be registered at Companies House and have no obligations to maintain statutory records, prepare and file accounts or submit annual returns. The partners decide how they want to run the business. Typically, partners in a partnership share the responsibilities and profits and losses equally but there is no law which states that partnerships must be run in this manner. The partners are self-employed and each of the partner’s business income is counted alongside their existing personal income, so the accounting side of the partnership is relatively straightforward.

Unlike shareholders in a limited company or partners in a limited liability partnership, the members of a traditional partnership have no financial protection if the business runs into trouble. If the partnership has debts, the partners are jointly liable for any amounts owed and so are equally responsible for paying off the whole debt. Creditors can claim a partner's personal assets (home, money etc) to pay off any debts - even those debts caused by other partners.

This kind of partnership model is common among firms of solicitors, surveyors and accountants although more and more practices within these professions are converting to or starting up LLPs.

Limited liability Partnerships

An LLP is an alternative corporate business structure with the benefits of limited liability. Two or more persons associated for carrying on a lawful business with a view to profit can incorporate an LLP by subscribing to its incorporation document. In law, 'person' includes individuals and companies or firms. LLPs are not applicable for all activities, for example, non-profit making activities. Any new or existing partnership of two or more persons can incorporate as an LLP.

The main difference between an LLP and a limited company is that an LLP has the organisational flexibility of a traditional partnership as opposed to the more rigid structure of a company and is taxed as a partnership.

The LLP is a separate legal entity and, while the LLP itself is liable for the full extent of its assets, the liability of the members is limited. This is much safer for the partners, as they are not personally liable for any losses.

On the other hand, an LLP requires:

registration with Companies House;
more strict (but not particularly difficult) administration to meet Companies House rules;
annual publication of accounts.

In general, the LLP seems a better option for most businesses unless you are particularly confident about the risks (of losses or claims) of a traditional partnership or have reservations about revealing your accounts to the public (where your customers and competitors can inspect them).

What is a Deed of Partnership?

Whatever type of partnership model you choose, it's important to have a partnership agreement (also referred to as a 'partnership deed' or a 'deed of partnership') which allows you to structure your business. A partnership deed is a legally binding agreement between partners who are in business together which formalises the partnership. It sets out the rights and responsibilities of the partners and describes how the partnership will be run.

Deed of Partnership Template

Although a written partnership agreement is not required by law to form a partnership, it is vital to avoid uncertainty and to prevent misunderstandings and disputes. Without a partnership deed the actions, powers and rights of each partner are controlled by the Partnership Act 1890. This does not offer solutions to many of the problems that can arise and may not suit the way that you and your partners want to work together. The Act is quite arbitrary and the provisions may not always seem fair. For example, the Partnership Act 1890 states that partners are entitled to share equally in the capital and profits of the business. But, if one partner has put more time or capital into the business than the other(s), you probably wouldn't want to share profits equally.

Also under this Act, a partner can withdraw immediately, without giving notice. This could be awkward because they may insist on the return of their capital contribution, which may force the business to close down. This is why a written agreement is so important.

What is included in a Partnership Agreement?

The partnership agreement contains information about the partnership such as the names of the partners, the nature of the business, the firm name and address and the duration. Many partnership agreements do not have a fixed duration but state that the partnership will commence on a certain date and will subsist until dissolved in accordance with the agreement.

In addition to the above information, the deed should also set out:

the amount of capital that each partner will contribute to the business;
details of the firm's bank account, including who can sign cheques and how many signatures are required on cheques;
how the partners will share profits or losses;
whether the partners will be paid a salary;
changes to the partnership, such as what happens if a partner dies or retires.

We supply forms for either type of partnership: a traditional Partnership Agreement or LLP Agreement, (for England and Wales, and for Scotland) as well as special purpose partnership documents as listed on the menu to the left. This type of business agreement is usually made for relationships of a long term nature. For people who wish to work with a company or individual on a short term basis then a joint venture agreement or consultancy agreement may be more appropriate.

Sample Partnership Agreement

You can view a sample partnership agreement online. There are examples of all the different types of Business Partnership Agreement template offered on the pages in this section.

These documents are available individually, as part of our Business Annual Subscription (£99 own use) or as part of a Full Annual Subscription (£199 own use). These subscriptions give you access to wide range of documents, packages and forms for a single annual discounted fee.

If you are looking for a "partnership" between businesses, then maybe you really want our Joint Venture Agreement.

Partnership Agreement