Partnership Agreement Generator

What each part of the draft does

The articles appear in the order a lawyer would expect to read them. Optional ones (vesting, deadlock, insurance, restrictive covenants) appear only when chosen, and the numbers close up around them.

Articles	What they settle	Still yours to decide
Formation, purpose, office, term	That the business exists, under which state's act, and what it is for. A purpose written specifically limits what one partner can commit the others to.	For an LLC, the articles or certificate of organization still have to be filed with the state; the agreement does not form it.
Capital, percentage interests, capital accounts	Who put in what, who owns what, and the running account of each partner's stake. How capital accounts work.	The value of property or work contributed instead of cash, and what happens when the business needs more money than anyone has promised.
Profits, losses and distributions	How profit is split (by ownership unless you say otherwise), how often spare cash is paid out, and whether partners are paid for working. How business partners pay themselves and how to split profits.	A split that differs from ownership has to work for tax as well as for fairness; have the accountant read it.
Vesting	Ownership earned month by month, with a cliff, so a partner who leaves early does not keep a full share. The wording follows the sample in our guide to founder vesting.	Whether an 83(b) election is needed. The election has to be filed within 30 days of the transfer (Treas. Reg. §1.83-2(b)), and whether one applies to a partnership or LLC interest depends on whether it is a capital or a profits interest. How to file an 83(b) election.
Management, deadlock, authority	What a majority decides, what needs everyone, how much one partner can sign alone, and what happens when votes split evenly. The deadlock wording is the escalation and shotgun clauses from our deadlock guide.	The tiebreaker, by name, while everyone still agrees on who it should be.
Books, records and tax	Access to the books, monthly statements, the Form 1065 and Schedule K-1s, and the partnership representative who deals with the IRS in an audit (26 U.S.C. §6223). Partnership taxes, Form 1065 and K-1.	Who keeps the books, the fiscal year, and the accountant.
Admission and transfers	No new partner and no sale of a stake without consent, and a right of first refusal before any sale to an outsider. How to add a partner.	Whether a partner may leave a stake to a family trust or an heir.
Buyout events, price, payment, insurance	The buy-sell agreement inside the partnership agreement: what triggers a buyout, who buys, how the price is set, and how it is paid. The wording comes from the template in our buy-sell agreement guide.	The price itself. A value the partners sign each year is the cheapest method and the easiest to let go stale; the draft falls back to an appraisal if it is not updated. How to value a partner's share.
Restrictive covenants	A non-compete and a non-solicitation for a partner who leaves, fitted to the state chosen.	The area and the time, which a court will test for reasonableness, and whether any professional rule bars a covenant in your field.
Dissolution, disputes, the rest	How the business ends and how its assets are paid out, negotiation then mediation before anyone sues, and the clauses on amendment, governing law and severability. Mediation or arbitration.	Whether to give up court for arbitration, which is private and final but costs money up front.

What the buyout terms change

Without a buyout article, the statute decides. In a general partnership under the 1997 act, a partner who leaves a continuing partnership is owed the amount they would have received if the assets were sold at the greater of liquidation value or going-concern value without them, plus interest (§701(b)), and in a partnership at will a partner's notice of withdrawal can dissolve the whole thing (§801(1)). The draft says a departure does not dissolve the business and replaces the statutory price with yours. An LLC member who leaves has no right to be bought out at all by default under the Revised Uniform Limited Liability Company Act (§404(b)); they keep only the right to distributions (§603(a)), which is why an operating agreement needs the article even more than a partnership does. Writing the exit clause before you sign goes further, and the partner buyout calculator works out a price and a payment plan.

If life insurance funds the buyout, the structure matters. In Connelly v. United States, 602 U.S. 257 (2024), the Supreme Court held that life insurance proceeds a company receives to redeem a deceased owner's shares count toward the company's value for federal estate tax, and the obligation to redeem does not offset them. Choose "the business" as the buyer with insurance on, and the draft carries the template's Connelly paragraph; choose "the other partners" and it uses a cross-purchase, where each partner owns policies on the others and the proceeds never reach the company. What Connelly means for buy-sell agreements.

What your state changes

Choosing a state does three things. The governing law article names that state's partnership or LLC act and cites it, from our table of partnership and LLC laws by state. A general partnership in a state on the 1997 act gets a sentence on filing a statement of partnership authority (§303); the 1914 act has no such filing, and where a state has its own statute the draft leaves the point to your lawyer. And the restrictive covenants are fitted to the state's rules for owners, from our non-compete laws by state:

• California, Minnesota, North Dakota and Oklahoma ban non-competes with narrow exceptions for owners on a dissolution, a dissociation or a sale. The draft writes the clause inside the exception and cites it, and leaves out a non-solicitation the statute does not allow.
• Colorado and Wyoming void most non-competes but allow one tied to the sale of a business or an ownership share, so the draft ties the clause to the sale of the departing partner's interest in the buyout.
• Louisiana allows partners and LLC members two years at most, in parishes or municipalities the agreement names, and South Dakota three years for an owner (from 1 July 2026); the draft caps the term.
• Elsewhere a covenant between co-owners is judged for reasonableness in time, area and scope, and some states presume a term reasonable for an owner who sells (five years in Georgia and Tennessee, three in Florida). Several states void or cap non-competes between physicians and other health professionals even when they are co-owners.

Non-compete rules after a partnership ends covers the cases. In the nine community property states listed in IRS Publication 555 (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin), a spouse can have a claim on a partner's interest, so the generator offers a consent page for each spouse to sign; it is worth having anywhere a divorce could put a stake in play.

What the generator does not do

It drafts; it does not advise. It does not check that a special allocation of profit will hold up for tax, file anything with the state, register an LLP, or fit the rules a licensed profession puts on who may own the practice. It does not know your other agreements: a lease, a loan, or a franchise agreement may require a lender's or landlord's consent before ownership changes. Use the partnership agreement checklist to see what your structure needs covered, what to include in a partnership agreement for the reasoning behind each clause, and general partnership or LLC if the choice of entity is still open.

General information, not legal or tax advice. The draft is built from sample clauses and the state data as of October 2026; a lawyer licensed in your state should read and complete it before anyone signs.