What to Look For Before Signing a Partnership Agreement
A partnership agreement shapes your business relationship for years. Don't skip these essential checkpoints.
Ownership and Equity Checklist
- ☐ Ownership percentages explicitly stated for each partner
- ☐ Vesting schedule protects against early departures
- ☐ Initial capital contributions documented
- ☐ Future capital calls addressed
Roles and Responsibilities Checklist
- ☐ Each partner's role defined
- ☐ Time commitment expectations (full-time/part-time)
- ☐ Compensation for active partners vs passive
- ☐ Outside activities permitted or restricted
Decision-Making Checklist
- ☐ Voting rights proportional to ownership
- ☐ Major decisions requiring supermajority defined
- ☐ Day-to-day decisions authority clear
- ☐ Deadlock resolution mechanism exists
Financial Checklist
- ☐ Profit distribution policy clear
- ☐ Reinvestment vs distribution decisions
- ☐ Expense approval thresholds
- ☐ Financial reporting requirements
Exit Provisions Checklist
- ☐ Buy-sell agreement included
- ☐ Valuation method specified (fair market value)
- ☐ Right of first refusal for other partners
- ☐ Death/disability provisions
- ☐ Voluntary withdrawal process
- ☐ Forced buyout triggers defined
Dispute Resolution Checklist
- ☐ Mediation before litigation
- ☐ Arbitration vs court process chosen
- ☐ Governing law specified
Frequently Asked Questions
Why is partner vesting important?
Vesting prevents a partner from leaving early with full equity. Without vesting, a 50% partner could leave after 3 months and still own half the company. Standard: 4-year vesting with 1-year cliff.
What's a buy-sell agreement?
A buy-sell agreement defines what happens when a partner wants out—voluntary exit, death, disability, or forced removal. It should include valuation methodology and payment terms.
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