This Law Firm Partnership Agreement is an agreement between two or more attorneys
to create a legal partnership between them. The partnership is governed by this
partnership agreement and sets forth the rights and responsibilities of the partners. It
also provides for how profits and losses will be divided, the percentage of interest of
each partner, and procedures on dissolving the partnership. This document contains
numerous standard provisions that are commonly included in these types of partnership
agreements, as well as opportunities for customization to address the specific needs of
the partners. It should be used by attorneys when creating a partnership.
LAW FIRM PARTNERSHIP AGREEMENT
This Agreement of Partnership (the “Agreement”) is made as of this ___ day of ______,
____, [Instruction: insert date] by and between ___________________________,
_______________________, ________________________, and _________________________
[Instruction: insert the names of the individual Partners] who shall constitute the Partners
(the “Partners”) of this Partnership (the “Partnership”), and such other persons as who may, from
time to time, execute this Agreement as Partners.
WHEREAS, the Partners intend to form a partnership pursuant to the terms of this
NOW, THEREFORE, the Partners agree to the terms set forth below.
1. The Partners agree to carry on the Partnership together, effective the ____ day of
_________, 201__ [Instruction: insert effective date] on subject to the terms and
conditions and stipulations set forth in this Agreement.
2. The name of the Partnership shall be __________________ [Instruction: insert name of
Partnership] and the purpose of the Partnership shall be the practice of law together with
all other incidental activities that may be carried on in connection with same.
3. The principal office of the Partnership shall be at __________________________
[Instruction: insert principal office address] or at such other place or places as the
Partners 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 Partners pursuant to Paragraph 17 of this Agreement; or
b. The date on which the Partnership is dissolved by operation of law.
5. The interest of each Partner in the Partnership, including his or her interest in the profits
and losses of the Partnership, shall be as set forth in Exhibit “A” attached hereto.
6. Net profits and losses of the Partnership shall be divided as set forth in Exhibit “A.”
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 the Partners in their respective, proportionate shares.
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8. The Partners may draw on account of their profits such amounts as may be determined by
the Partners. In the event any Partner has drawn out during the fiscal year a sum
exceeding the profits to which such Partner is entitled, such Partner shall repay the excess
to the Partnership within _______ (____) [Instruction: insert number of months]
9. If at any time, and from time to time, capital or further capital is required for carrying on
the business of the Partnership, the capital may be advanced by any of the Partners.
10. The Partners agree that the Partnership shall set up banking arrangements and that Partner
______________ and Partner ________________ [Instruction: insert the names of the
Partners who will be responsible for setting up the Partnership’s bank accounts]
shall be responsible for making such arrangements forthwith. All checks, drafts and
other instruments and documents on behalf of the Partnership shall be signed by
________________________________ [Instruction: identify which Partners will have
signing authority; if all Partners shall have signing authority, or if more than one
Partner’s signature will be required, provide such instructional language here]. 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 by the Partnership of all transactions of the Partnership.
12. No individual Partner shall, without the prior consent in writing of the other Partners,
sign or encumber his or her share or interest in the Partnership, borrow money on behalf
of the Partnership, or hire any employee or subcontractor. [Comment: the preceding
language can be c