Checklists

What to Look For Before Signing a Partnership Agreement

December 21, 20245 min read

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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