This Law Firm Partnership Agreement is made among the existing members of a law
firm partnership wherein the existing partners admit an additional partner. The
partnership agreement sets forth the material terms and conditions of the partnership
including the name of the partnership, the percentage of interest of each partner, and
the division of profits and losses. It further contains the rights and responsibilities of the
partners and numerous other standard provisions that are commonly included in these
types of agreements. This document should be used by partners in a law firm when
admitting a new partner.
LAW FIRM PARTNERSHIP AGREEMENT
THIS AGREEMENT (the “Agreement”) is made the _____ day of __________, 2____.
B E T W E E N:
, an individual
residing in the City of ________________, in the State of _________,
(hereinafter called “Partner 1”)
- and -
__________________________________________, an individual
residing in the City of ______________, in the State of _____________,
(hereinafter called “Partner 2”)
- and -
_________________________________________, an individual
Residing in the City of _____________, in the State of _____________.
(hereinafter called “Partner 3”)
(collectively called the “Parties”)
WHEREAS Partner 1 and Partner 2 have practiced their profession as attorneys and
notaries public in the City of _____________, in the State of _____________ under the firm
name “__________________________________”, a limited liability partnership formed under
the laws of the State of _______________ (the “Partnership”);
AND WHEREAS on ______________, Partner 1 and Partner 2 have agreed to admit
Partner 3 to the Partnership on the terms to be agreed among the Parties.
NOW THEREFORE, in consideration of the covenants, agreements, representations,
warranties and payment contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the Parties hereto, the
Parties hereto covenant and agree as follows:
1. The Parties agree to carry on the Partnership together, effective the ____ day of
_________, 2_____, on and subject to the terms and conditions and stipulations set forth
in this Agreement.
2. The name of the Partnership shall continue to be __________________ and the business
of the Partnership (the “Business”) shall continue to be the practice of law together with
all other incidental activities which may be carried on in connection with the practice of
3. The head office of the Partnership shall be at __________________________ or at such
other place or places as the Parties shall determine.
4. Subject to the provisions contained in this Agreement, the Partnership shall continue for a
term ending on the earlier of:
(a) the date on which the Partnership is voluntarily dissolved by written agreement of the
Parties pursuant to paragraph 19 of this Agreement; or
(b) the date on which the Partnership is dissolved by operation of law.
5. Partner 1 shall have _________ (____%) percent partnership interest in the Partnership.
Partner 2 shall have _______________ (____%) percent partnership interest in the
Partnership and Partner 3 shall have _____________ (____%) percent partnership
interest in the Partnership. Partner 3 shall pay the Partnership the sum of
______________ ($_____) Dollars as consideration for the said partnership interest.
Partner 3’s interest in the capital account, work-in-progress, accounts receivable and
profits of the Partnership shall be limited to ___________ ($_______) Dollars.
6. Net profits and net losses of the Partnership shall be divided as follows:
(a) __________ (___%) percent to Partner 1;
(b) __________ (___%) percent to Partner 2; and
(c) __________ (___%) percent to Partner 3.
7. The expenses and losses of the Partnership in any one (1) fiscal year shall first be paid
out of the earnings of the Partnership for that year, and if such earnings shall be
insufficient to pay all expenses and losses as mentioned, the deficiency shall be made up
by Partner 1, Partner 2 and Partner 3 in their respective, proportionate shares.
8. Partner 1, Partner 2 and Partner 3 may draw on account of their profits such amounts as
may be determined by the Parties. In the event any of the Parties has drawn out during
the fiscal year a sum exceeding their profits to which such party is entitled, such party
shall repay the excess to the Partnership within _______ (____) months.
9. If at any time and from time to time capital or further capital is required for carrying on
the Business, the capital may be advanced by any of the Parties.
10. The Parties agree that the Partnership shall continue the current banking arrangements.
All checks, drafts and other instruments and documents on behalf of the Partnership shall
be signed by ______________. All Partnership money shall, when received, be paid and
deposited with the bankers of the Partnership to the credit of the Partnership account.
11. Proper accounts shall be kept b