Partnership Agreement Template Uk

DEED OF PARTNERSHIP

GOVERNED BY THE LAWS OF ENGLAND AND WALES

---

DOCUMENT CONTROL

• Effective Date: [Insert Date, e.g., 1st day of January, 2026]
• Version: [1.0]
• Jurisdiction / Scope: England and Wales (Subject to the Partnership Act 1890)
• Document Ref: [PA-UK-2026-V1]

---

OFFICIAL NOTICE & LEGAL DISCLAIMER

DISCLAIMER: This Partnership Agreement template is provided for informational and drafting purposes only and does not constitute formal legal advice. Entering into a partnership creates complex, joint, and several liabilities under English law. Both parties acknowledge that they have been advised to seek independent legal and tax advice prior to the execution of this document. Use of this template is at the user's sole risk.

---

1. PARTIES & DEFINITIONS

This Partnership Agreement (the "Agreement") is entered into on [Insert Date], by and between the following parties:

1. [Full Legal Name of Partner 1], residing at / having its registered office at [Insert Address] (herein referred to as "Partner A"); and
2. [Full Legal Name of Partner 2], residing at / having its registered office at [Insert Address] (herein referred to as "Partner B").

(Partner A and Partner B shall collectively be referred to as the "Partners" and individually as a "Partner").

Definitions:

• "Act" means the Partnership Act 1890 and any statutory modifications or re-enactments thereof.
• "Business" means the commercial enterprise described in Clause 3.
• "Capital" means the financial contributions made by the Partners pursuant to Clause 5.
• "Firm" means the partnership established under this Agreement.
• "Intellectual Property" means all patents, trademarks, design rights, copyrights, trade secrets, and proprietary software developed or utilized in connection with the Business.
• "Profits and Losses" means the net financial gains and losses of the Firm as determined by standard UK GAAP accounting principles.

---

2. COMMENCEMENT AND DURATION

2.1 The Partnership shall be deemed to have commenced on [Insert Commencement Date] (the "Commencement Date") and shall continue indefinitely until dissolved in accordance with the provisions of this Agreement or by operation of law.

2.2 The name of the Firm shall be [Insert Partnership Trading Name], or such other name as the Partners may unanimously agree upon in writing from time to time.

---

3. NATURE OF THE BUSINESS

3.1 The primary business of the Firm shall be [Insert detailed description of commercial activities, e.g., provision of management consultancy and software development services] and any other lawful business activities as agreed upon by the Partners from time to time (the "Business").

3.2 The principal place of business shall be located at [Insert Full Address] or at such other locations as the Partners may determine.

---

4. PRINCIPAL PLACE OF BUSINESS & REGISTERED OFFICE

The administrative operations of the Firm shall be conducted from the principal place of business, and all official notices shall be served to that address unless otherwise notified in writing by the Partners.

---

5. CAPITAL CONTRIBUTIONS

5.1 The initial capital of the Firm shall be the sum of [Insert Total Capital Amount, e.g., £20,000], which shall be contributed by the Partners in the following proportions:

• Partner A: [Insert Amount, e.g., £10,000] ([Insert Percentage, e.g., 50]%)
• Partner B: [Insert Amount, e.g., £10,000] ([Insert Percentage, e.g., 50]%)

5.2 The capital contributions shall be deposited into the designated Firm bank account no later than [Insert Number] days following the execution of this Agreement.

5.3 No Partner shall be entitled to interest on their capital contribution unless expressly agreed in writing by all Partners. No Partner shall have the right to withdraw any portion of their capital without the prior unanimous written consent of the other Partner.

---

6. PROFIT, LOSS, AND ASSET DISTRIBUTION

6.1 All net Profits of the Business shall be allocated, and all net Losses shall be borne, by the Partners in the following proportions:

• Partner A: [Insert Percentage, e.g., 50]%
• Partner B: [Insert Percentage, e.g., 50]%

6.2 Profits shall be calculated on a [Insert Frequency, e.g., monthly / quarterly / annual] basis after the deduction of all operational expenses, liabilities, and reasonable reserves established for anticipated business obligations.

6.3 Drawings may be made by the Partners against their anticipated share of profits, subject to the cash flow requirements and liquidity of the Firm, as mutually agreed in writing. Any excess drawings at the end of a financial year shall be immediately repaid to the Firm as a debt.

---

7. MANAGEMENT, AUTHORITY, AND DECISION MAKING

7.1 The Partners shall have equal rights in the management and conduct of the Business. Each Partner shall devote their full time, attention, and best professional efforts to the advancement of the Firm.

7.2 The following matters require the unanimous written consent of all Partners:

• a) Incurring any single capital expenditure or liability exceeding [Insert Threshold Amount, e.g., £5,000].
• b) Borrowing money in the name of the Firm or creating any mortgage, charge, or encumbrance over Firm assets.
• c) Admitting any new partner or expelling an existing Partner.
• d) Changing the nature of the Business or opening/closing branch offices.
• e) Compromising, releasing, or compounding any debt owed to the Firm exceeding [Insert Amount, e.g., £2,000].
• f) Entering into any guarantee, indemnity, or suretyship on behalf of third parties.

7.3 Day-to-day operational decisions may be executed independently by either Partner, provided such actions do not conflict with Clause 7.2 or any express policy enacted by the Partners.

---

8. BANKING, ACCOUNTS, AND AUDIT

8.1 All funds of the Firm shall be deposited in dedicated bank accounts opened in the name of the Firm at [Insert Name of Bank]. All cheques, promissory notes, drafts, and electronic transfers shall require the authorization of [Insert authorization criteria, e.g., both Partners / either Partner for amounts under £1,000].

8.2 The financial year of the Firm shall commence on [Insert Day and Month, e.g., 1 April] and end on [Insert Day and Month, e.g., 31 March] of the following year.

8.3 Proper and complete books of account shall be maintained at the principal place of business, recording all transactions, assets, liabilities, and capital accounts of the Firm. Every Partner shall have unrestricted access to inspect and copy such books at all reasonable times.

8.4 Annual financial statements shall be prepared by a qualified accountant appointed jointly by the Partners within [Insert Number, e.g., 3] months following the end of each financial year.

---

9. PARTNERS' OBLIGATIONS AND RESTRICTIONS

9.1 Each Partner covenants and agrees that they shall:

• a) Punctually pay their individual debts and indemnify the Firm and the other Partner against any losses resulting therefrom.
• b) Act with utmost good faith (uberrimae fidei) in all transactions relating to the Firm.
• c) Promptly give to the other Partner true accounts and full information of all things affecting the Firm.

9.2 During the continuance of this Partnership and for a period of [Insert Number, e.g., 12] months following the termination or dissolution of the same, no Partner shall, without the prior written consent of the other Partner:

• a) Directly or indirectly engage in, carry on, or be financially interested in any competing business within [Insert Geographic Radius, e.g., 10 miles] of the principal place of business or online within the United Kingdom.
• b) Solicit, canvas, or entice away any client, customer, supplier, or employee of the Firm.

---

10. RETIREMENT, EXPULSION, AND DEATH

10.1 Retirement: A Partner may retire from the Firm by giving not less than [Insert Number, e.g., 3] months’ prior written notice to the other Partner.

10.2 Expulsion: A Partner may be expelled by written notice served by the remaining Partner if that Partner:

• a) Commits a serious, material, or persistent breach of this Agreement.
• b) Becomes bankrupt, makes any composition or arrangement with their creditors, or suffers any equivalent insolvency event.
• c) Is convicted of any indictable criminal offense or any offense involving fraud or dishonesty.
• d) Suffers from mental or physical incapacity rendering them permanently incapable of performing their duties under this Agreement.

10.3 Death: The death, bankruptcy, or dissolution of a Partner shall operate as an immediate dissolution of the Firm, unless the surviving Partner elects within [Insert Number, e.g., 60] days to purchase the deceased or departing Partner's share pursuant to Clause 10.4.

10.4 Valuation of Share: Upon the retirement, expulsion, or death of a Partner, the value of their share in the Firm shall be determined by mutual agreement or, failing agreement within 14 days, by an independent chartered accountant appointed by the President of the Institute of Chartered Accountants in England and Wales (ICAEW). The remaining Partner shall have the option to purchase the outgoing Partner’s share at the certified valuation, payable in installments over a period not exceeding [Insert Number, e.g., 12] months.

---

11. DISSOLUTION AND WINDING UP

11.1 Upon the winding up and dissolution of the Firm (for reasons other than a buyout under Clause 10), the assets of the Firm shall be applied in the following strict order of priority:

• a) In paying all debts and liabilities of the Firm owed to external creditors.
• b) In repaying to each Partner any advances or loans made by them to the Firm (distinct from capital).
• c) In repaying to each Partner their respective Capital contributions.
• d) The surplus (if any) shall be distributed among the Partners in the exact proportions in which they are entitled to share in the Profits.

---

12. DISPUTE RESOLUTION

12.1 In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, breach, termination, or validity, the Partners shall first seek settlement through good-faith negotiations.

12.2 If the dispute cannot be resolved through negotiation within [Insert Number, e.g., 21] days, the Partners shall attempt to settle the dispute by mediation under the auspices of the Centre for Effective Dispute Resolution (CEDR) model mediation procedure.

12.3 If the dispute is not resolved within [Insert Number, e.g., 42] days after the initiation of mediation, either Partner may refer the matter to the exclusive jurisdiction of the courts of England and Wales.

---

13. GOVERNING LAW AND JURISDICTION

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of England and Wales, and the Partners irrevocably submit to the exclusive jurisdiction of the English courts.

---

14. MISCELLANEOUS PROVISIONS

14.1 Entire Agreement: This Agreement constitutes the entire understanding between the Partners concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

14.2 Amendments: No modification, variation, or amendment of this Agreement shall be valid unless executed in writing and signed by all Partners.

14.3 Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall, to the extent required, be deemed severed, and the validity and enforceability of the remaining provisions shall not be affected.

14.4 Notices: Any notice required to be given under this Agreement shall be in writing and delivered personally, sent by pre-paid first-class post, or transmitted by electronic mail to the designated address or email of the respective Partner.

---

(Signature Page Follows)

15. EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the Partners have executed this Partnership Agreement as a Deed on the date first written above.

SIGNED AS A DEED BY PARTNER A:

• Full Legal Name: [Insert Full Legal Name]
• Signature: __________________________________________________
• Title / Capacity: Partner
• Date: [Insert Date]

In the presence of:

• Witness Signature: ______________________________________________
• Witness Name: [Insert Witness Full Name]
• Witness Address: [Insert Witness Address]
• Witness Occupation: [Insert Witness Occupation]

---

SIGNED AS A DEED BY PARTNER B:

• Full Legal Name: [Insert Full Legal Name]
• Signature: __________________________________________________
• Title / Capacity: Partner
• Date: [Insert Date]

In the presence of:

• Witness Signature: ______________________________________________
• Witness Name: [Insert Witness Full Name]
• Witness Address: [Insert Witness Address]
• Witness Occupation: [Insert Witness Occupation]

---

16. STEP-BY-STEP EXECUTION GUIDE

1. Review and Customization: Replace all bracketed placeholders (e.g., [...]) with accurate factual information reflecting the operational and financial terms agreed upon by both parties.
2. Independent Legal Advice: Ensure both parties review the draft independently, particularly regarding capital commitment, profit allocation formulas, and restrictive covenants (Clause 9).
3. Execution as a Deed: Under English law, partnership agreements are recommended to be executed as deeds to ensure enforceability without requiring technical "consideration."
4. Witnessing Requirement: Each Partner must sign the document in the physical presence of an independent, disinterested witness (over the age of 18) who must also sign and provide their name, address, and occupation.
5. Banking Setup: Take the fully executed Partnership Agreement to your designated commercial bank ([Insert Name of Bank]) to open the official partnership business account.
6. HMRC Registration: Register the partnership with Her Majesty's Revenue & Customs (HMRC) for self-assessment and tax purposes within the statutory timeframe (typically within 3 months of starting business operations). Keep this executed original in a secure corporate records file.