General partnership agreement for England and Wales. Partnership Act 1890. Overrides all statutory defaults — profit shares, management, expulsion, dissolution. From £4.99.
A Partnership Agreement is a written contract between the partners of a general partnership that replaces the default rules of the Partnership Act 1890. Without a written agreement, profits are split equally regardless of contribution, any partner can dissolve the business at will by giving notice, and there is no power to expel a problem partner. A written agreement overrides all of these defaults (PA 1890 s.19).
As soon as two or more people start a business together with a view to profit, a general partnership exists automatically in English law — no registration required. Every general partnership should have a written agreement before trading begins. The unlimited joint personal liability of each partner for all partnership debts (PA 1890 s.9) makes it essential to set out each partner's role, contribution and entitlement in writing from the start.
Capital contributions and accounts, profit and loss sharing (displacing s.24(1)), drawings and salary allowances, management and decision-making, reserved matters requiring unanimous consent, partner fiduciary duties (ss.28-30), post-departure non-compete restrictions, HMRC SA800 obligations, VAT (single-entity treatment under VAT Act 1994 s.45), admission of new partners, retirement, expulsion (express power required by s.25), death and incapacity provisions (displacing s.33 dissolution default), and dissolution mechanics.
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