Why Your Partnership Needs a Written Agreement

What is a Partnership Agreement and Why It's Important
Why Your Partnership Needs an Agreement. CaiaImageCLOSED/Getty Images

In many ways, a business partnership is like a personal partnership. The people involved in both kinds of partnerships need to have understandings. In business especially, those understandings should be in writing. If something happens to a partner, or there is a change in the partnership, everyone needs to know "what happens if." A partnership agreement is the best way to assure that the personal - and business relationships - can survive these changes.

 
 

What is a Partnership Agreement?

A partnership agreement is a contract between partners in a partnership which sets out the terms and conditions of the relationship between the partners, including:

  • Percentages of ownership and distribution of profits and losses
  • Description of management powers and duties of each partner
  • Term (length) of the partnership
  • How the partnership can be terminated
  • How a partner can buy his/her share of the partnership.

A partnership agreement should be prepared when you start a partnership. An attorney should help you with the partnership agreement, to make sure you include all important "what if" questions and avoid problems when the partnership ends.

Read more about all the terms a partnership agreement should contain in "Partnership Agreement Terms."

Why is a Partnership Agreement Important?

Your attorney will tell you that it's important to have a partnership agreement.

Believe it. Basically, a partnership agreement is set in place to deal with every possible situation where there might be confusion, disagreement, or change. Here's why every partnership should have an agreement, right from the beginning:

  • To set up the roles and responsibilities of each partner and to describe how decisions are made. Who is managing partner? What are the responsibilities of individually named partners? How do roles and responsibilities change?
  • To avoid tax issues, by having the tax status of the partnership spelled out, and to show that the partnership is distributing profits based on acceptable tax and accounting practices.
  • To avoid legal and liability issues, spelling out the liability of individual partners (general partners vs. limited partners) and the liability of all partners if there is a liability issue with one partner.
  • To deal with changes in the partnership due to life challenges of existing partners - partners who leave, become ill or incompetent, get divorced, or die. These are usually dealt with in buy-out agreements with each partner.
  • To describe the circumstances under which new partners can enter the partnership.
  • To deal with partner issues, like conflict of interest and non-compete agreements.   

Why You Need an Attorney to Help Prepare a Business Partnership Agreement

Getting an attorney to help you with the process of preparing your partnership agreement seems like it's an expensive waste of time. It's not. Remember, if it isn't in writing, it doesn't exist, so putting every possible situation or contingency into a partnership agreement can prevent expensive and time-wasting lawsuits and hard feelings between the partners.

Disclaimer: The information in this article, and on this site, is intended to be for general information purposes. I am not an attorney or CPA, and you should talk to your legal and financial advisors before entering into any contract.