How to Draft a Proper Partnership Agreement

A partnership agreement is a contract between two or more people who are planning to form a business partnership. The agreement...

Singapore Business Owners


A partnership agreement is a contract between two or more people who are planning to form a business partnership. 

The agreement generally sets out the terms and conditions of the partnership, including each partner’s rights and responsibilities, the percentage of ownership interest in the business, and how profits and losses will be shared. 

The partnership agreement can also include provisions for how the business will be run, such as who will have authority to make decisions, how new partners can be admitted to the partnership, and what will happen if a partner leaves the business.

Why is an Official Partnership Agreement Important?

There are many reasons why partnership agreements are important. 

First, they provide a written record of the agreement between the partners. This can be helpful in the event of a dispute. 

Second, partnership agreements can help to define the roles and responsibilities of each partner. This can help to avoid misunderstandings and conflict. 

Third, partnership agreements can help to protect the interests of each partner. For example, they can specify what happens if one partner wants to sell their interest in the business.

One of the most common mistakes made in partnership agreements is failing to clearly define the roles of each partner. This can lead to confusion and arguments over who is responsible for what tasks. It is important to be clear about who will handle what aspects of the business so that there are no surprises later on.

Another mistake often made in partnership agreements is not including provisions for dispute resolution. If partners cannot agree on how to resolve disagreements, it can quickly lead to the dissolution of the partnership.

Key terms to consider in a partnership agreement

When two businesses or individuals come together to form a partnership, there are a few key terms that should be considered in the agreement.

Type of Partnership

First, it is important to decide what type of partnership you are forming. 

There are three main types of partnerships: private limited company, limited partnerships, and joint ventures. Each type has its own benefits and drawbacks, so it is important to choose the one that best suits your needs.

Financial Agreement

Once you have decided on the type of partnership, you need to consider the financial arrangement. This includes how much each partner will contribute to the business and how profits will be distributed. 

Exit & New Partners Agreement

If there are plans to seek investments in the future for company growth, it is important to agree on how the equity will be split with the new partners. It is also important to decide what happens if one partner wants to leave the business or if the business is sold.

Contribution Agreement

In any partnership agreement, it is important to have a section that details each partner’s contributions. This can include money, property, labour, or anything else of value that is being brought into the business.

Without a clear understanding of what each partner is contributing, it can be difficult to determine ownership interests and responsibilities. This can lead to conflict and misunderstandings down the road.

Liability Agreement

Finally, you need to think about liability. This is especially important in a general partnership, as each partner is personally liable for the debts of the business.

Conclusion: Don’t enter into a partnership without an official agreement

Creating a partnership agreement is an important step in forming a business partnership. It can help prevent disagreements and potential litigations among partners later on by setting out everyone’s roles and responsibilities from the start. 

When drafting a partnership agreement, it is important to consider the following: the nature of the business, the partners’ goals and objectives, how much each partner will contribute, what each partner’s role will be, and how profits and losses will be distributed. By taking the time to thoughtfully consider these factors, you can create a partnership agreement that will help your business thrive.

If you’re thinking of going into business with one or more partners, you should consult with a lawyer to draft a partnership agreement that meets your needs.

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