Checklist for Drafting General Partnership Agreements

A partnership is defined by the Uniform Partnership Act (UPA) as a relationship created by the voluntary "association of two or more persons to carry on as co-owners of a business for profit." The people associated in this manner are called partners. A partner is the agent of the partnership. A partner is also the agent of each partner with respect to partnership matters. A partner is not an employee of the partnership. A partner is a co-owner of the business, including the assets of the business.

The partnership agreement is the heart of the partnership, and it must be enforced as written, with very few exceptions. Partners' rights are determined by the partnership agreement. If the agreement is silent regarding a matter, the parties' rights are typically determined by the UPA.

Checklist - Partnership Agreement

1. Names and addresses of proposed partners.
2. Proposed partnership name and domicile.
3. Purposes for which proposed partnership is to be created.
4. Requirements of state statutes under which proposed partnership is to be formed.
5. Date of termination or contingency that will terminate agreement or general  partnership.
Etc.