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Partnership Agreement
I need a partnership agreement for a new business venture between two parties, outlining equal ownership, profit-sharing, and responsibilities, with a clause for dispute reֱ and an exit strategy in case one partner wishes to leave.
What is a Partnership Agreement?
A Partnership Agreement sets out the rules and responsibilities between business partners in New Zealand. It covers essential details like profit sharing, decision-making powers, and how partners can join or leave the business. Think of it as your business's rulebook - it helps prevent disputes and keeps everyone on the same page.
Under the Partnership Act 1908, these agreements protect all partners by clearly defining their rights and obligations. A well-drafted agreement includes key points like capital contributions, management duties, dispute reֱ processes, and exit strategies. While not legally required, having one in place saves significant headaches if disagreements arise later.
When should you use a Partnership Agreement?
Create a Partnership Agreement before you start doing business together - ideally during your initial planning discussions. This timing helps set clear expectations while everyone's still excited and cooperative, rather than trying to sort out rules once problems emerge. Many businesses in New Zealand make the mistake of waiting until conflicts arise.
The agreement becomes especially important when partners make unequal capital contributions, bring different skills or resources, or plan to divide profits and losses uniquely. It's also crucial when expanding your partnership, taking on major contracts, or if partners have other business interests that might compete or conflict.
What are the different types of Partnership Agreement?
- Business Partnership Agreement: Standard agreement for general business partnerships, covering basic profit sharing and management rights
- Construction Partnership Agreement: Specialized for construction ventures, including project-specific responsibilities and risk allocation
- Referral Partner Agreement: Focuses on commission structures and referral arrangements between partnering businesses
- Company Partnership Agreement: Designed for corporate partnerships with detailed governance structures
- Partnership Contract Agreement: Comprehensive version covering complex arrangements and multiple business activities
Who should typically use a Partnership Agreement?
- Business Partners: The primary parties who sign and are bound by the Partnership Agreement, sharing profits, losses, and management responsibilities
- Legal Advisors: Lawyers who draft and review agreements to ensure compliance with NZ partnership laws and protect clients' interests
- Accountants: Help structure financial terms and tax arrangements within the partnership framework
- Business Brokers: Often facilitate partnership formations and help negotiate key agreement terms
- Industry Regulators: May review partnership arrangements in regulated sectors like financial services or healthcare
- Bank Representatives: Review agreements when partners seek business loans or establish joint banking arrangements
How do you write a Partnership Agreement?
- Partner Details: Collect full legal names, addresses, and tax numbers of all partners involved
- Business Basics: Define your partnership's trading name, business nature, and physical location
- Financial Structure: Document each partner's capital contribution, profit-sharing ratios, and drawing rights
- Management Roles: Outline specific responsibilities, decision-making powers, and time commitments
- Exit Strategy: Plan procedures for partner retirement, sale of interests, or business disֱ
- Dispute Reֱ: Agree on methods for handling disagreements before they arise
- Template Selection: Use our platform to generate a legally-sound agreement that includes all required elements
What should be included in a Partnership Agreement?
- Partner Information: Full legal names, addresses, and partnership roles clearly stated
- Business Details: Trading name, business nature, and registered office location
- Capital Contributions: Initial investments, asset valuations, and ongoing financial obligations
- Profit Distribution: Clear formula for sharing profits, losses, and drawings
- Management Rights: Decision-making processes and voting powers
- Dispute Reֱ: Mediation and arbitration procedures under NZ law
- Exit Provisions: Process for partner departure, buyout terms, and disֱ procedures
- Governing Law: Explicit statement of New Zealand jurisdiction and Partnership Act compliance
What's the difference between a Partnership Agreement and an Agency Agreement?
A Partnership Agreement differs significantly from an Agency Agreement. While both involve business relationships, they serve distinct purposes and create different legal obligations under New Zealand law.
- Ownership Structure: Partnership Agreements establish shared business ownership and profit-sharing arrangements, while Agency Agreements create a principal-agent relationship without ownership rights
- Risk and Liability: Partners share business risks and liabilities jointly, whereas agents typically act on behalf of principals with limited personal liability
- Duration: Partnerships usually form long-term business structures, while agency relationships often focus on specific transactions or time periods
- Decision Making: Partners have mutual rights in business decisions, but agents must follow principal's instructions within defined scope
- Profit Sharing: Partners share profits according to agreement terms, while agents typically earn commissions or set fees
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