Partnership Agreement Template (Australia)
Updated on 5 August 2026
A partnership agreement sets out how two or more partners own, manage and share the profits and losses of a general partnership. Partnership law in Australia is a state and territory matter, not a federal one — each jurisdiction has its own Partnership Act, and this template is built around the Partnership Act 1892 (NSW), the oldest and most-litigated of them, which (like the equivalent Acts in the other states and territories) descends from the same 1890 English legislation the UK still uses.
Whether the split is an equal 50/50 or a majority-minority arrangement like 70/30, the single most consequential legal fact about a general partnership is that each partner is personally liable for the firm's debts — and, under the Partnership Act 1892 (NSW), that liability is joint for the firm's ordinary debts and contracts, and joint and several for a partner's wrongful acts. A 50/50 split, meanwhile, has no built-in tie-breaker unless the agreement provides one.
The agreement below is the editor: choose an equal split, a majority-minority split, or a custom percentage above it, and the ownership, management, and deadlock or minority-protection clauses update to match. Type into the highlighted blanks and download a clean Word or PDF file with no sign-up and no watermark.
Tap any highlighted blank in the document below and type straight into it.Free — no sign-up, no watermark
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Partnership Agreement
This Partnership Agreement is made on by and between , of , and , of (together, the "Partners"), to carry on business in common with a view of profit under the name (the "Partnership") as a general partnership.
1. Purpose
The Partnership is formed for the purpose of: .
2. Ownership
- :
- %
- :
- %
3. Liability of Partners
Each Partner acknowledges that, under section 9 of the Partnership Act 1892 (NSW), they are liable jointly with the other Partner for the debts and contractual obligations of the Partnership incurred while they are a partner, to the extent provided by applicable law. Each Partner further acknowledges that, under sections 10 and 12 of that Act, that liability is joint and several as respects loss or injury caused by a Partner's wrongful act or omission in the ordinary course of the Partnership's business.
4. Capital Contributions
5. Management (Equal Partners)
Both Partners have equal authority to manage the Partnership's ordinary business. Incurring debt above , admitting a new partner, or dissolving the Partnership requires the written consent of both Partners.
6. Deadlock
If the Partners cannot agree on a matter requiring both Partners' consent, they shall meet in good faith within days of either Partner's written notice of the disagreement. If unresolved after that meeting, the matter shall be referred to mediation within days. If mediation does not resolve the matter, either Partner may initiate a buy-sell process for the other Partner's interest at a fair value determined by an independent valuer acting as an expert and not as an arbitrator.
7. Profit and Loss Allocation
Profits and losses are allocated in proportion to each Partner's ownership percentage set out above. The Partnership's financial year ends on .
8. Indemnity
Each Partner shall indemnify the Partnership and the other Partner against losses, claims and expenses arising from that Partner's own negligence, breach of this Agreement, or wilful misconduct.
9. Confidentiality
Each Partner shall keep confidential all non-public information relating to the Partnership's business, both during and after the term of this Agreement, except as required by law.
10. Restraint of Trade (Non-Competition)
For months after a Partner withdraws from the Partnership, that Partner shall not engage in within , without the other Partner's written consent. The Partners agree this restriction is no wider than reasonably necessary to protect the Partnership's legitimate business interests.
11. Withdrawal and Dissolution
A Partner may withdraw from the Partnership by giving days' written notice. Upon withdrawal, death, or incapacity of a Partner, or upon mutual written agreement, the remaining Partner has the option to acquire the departing Partner's interest at a fair value determined by an independent valuer, or the Partnership shall be dissolved and its assets applied to satisfy Partnership liabilities and then distributed in proportion to each Partner's ownership percentage.
12. General
This Agreement is governed by the law of and constitutes the entire agreement between the Partners. It may be amended only in writing signed by both Partners.
Partner
Date:
Partner
Date:
Joint liability for debts, joint and several liability for wrongs — the two aren't the same
Under the Partnership Act 1892 (NSW), each partner is liable jointly with the other partners for debts and obligations the firm incurs while they are a partner — meaning a creditor pursuing the firm's contract debts is, in strict legal theory, pursuing all the partners together rather than any one of them alone for the whole amount in isolation. Liability for a partner's wrongful act or omission committed in the ordinary course of the firm's business is different: the Act makes that liability joint and several, so a person harmed by a partner's negligence or breach of duty can sue any one partner for the whole loss.
The other states and territories run their own equivalent Acts — Partnership Act 1891 (Qld), Partnership Act 1958 (Vic), Partnership Act 1891 (SA), Partnership Act 1895 (WA), Partnership Act 1891 (Tas), Partnership Act 1963 (ACT) and Partnership Act (NT) — all sharing the same joint / joint-and-several structure inherited from the English Partnership Act 1890. This template states the NSW position; confirm the equivalent section if the partnership or a partner is based in another state or territory.
A 50/50 split needs a deadlock clause, or the partnership has no tie-breaker
When two partners each hold half the vote, any decision requiring both partners' consent can simply stall if they disagree — there's no third vote to break the tie, and the Partnership Act 1892 (NSW)'s own default rules don't supply one either. A 50/50 agreement without a deadlock mechanism is, in practice, betting that the partners will never seriously disagree about anything requiring joint approval. This template's equal-split option includes a deadlock ladder: a set period to meet and resolve the disagreement directly, then mediation, then a buy-sell option at a fair value fixed by an independent valuer if mediation doesn't work — so there's an actual path forward instead of an indefinite stall.
In a majority-minority split, the minority partner needs protection, not just a smaller number
Giving one partner day-to-day control (common and often sensible in a 70/30 or similar split) shouldn't mean the minority partner has no rights beyond a defined profit share. This template's majority-minority option adds an information right (access to the partnership's books and records on reasonable notice), a requirement that the majority partner disclose and get consent for transactions where they have a personal interest, and a right of first refusal if the majority partner wants to sell their interest to a third party — protection a 70/30 agreement needs and a generic template usually doesn't have at all.
The clauses, explained
- Ownership split
- Equal 50/50, majority-minority, or a custom percentage — selected above the document, driving the management and protection clauses that follow.
- Liability of Partners
- States the Partnership Act 1892 (NSW) position plainly: joint liability for the firm's debts and contracts, joint and several liability for a partner's wrongful acts — the distinction most partnership templates leave unsaid entirely.
- Management
- In an equal split, both partners have equal management authority. In a majority-minority split, the majority partner has day-to-day control, subject to the minority partner's protections below.
- Deadlock (equal split)
- A defined path when the partners can't agree on a matter requiring joint consent: a direct-meeting period, then mediation, then a buy-sell option — rather than an indefinite stall.
- Minority Partner Protections (majority-minority split)
- Information rights, a consent requirement for the majority partner's self-dealing, and a right of first refusal if the majority partner wants to sell — protection a minority partner actually needs.
- Indemnity
- Each partner indemnifies the partnership and the other partner against losses caused by their own negligence, breach, or misconduct — a clause most generic partnership templates leave out.
- Restraint of Trade (Non-Competition)
- A restriction with a defined duration and a stated geographic and activity scope — under the common-law restraint-of-trade doctrine, an unlimited restriction protects nothing and a court is far less likely to enforce it.
Requirements checklist
The Partnership Act 1892 (NSW) supplies default rules for every general partnership formed in NSW, whether or not the partners ever write anything down — this agreement exists to replace those defaults with terms the partners actually chose. Confirm the equivalent Act if the partnership is based in another state or territory.
Partners are liable jointly for the firm's debts, jointly and severally for wrongful acts
Section 9 of the Partnership Act 1892 (NSW) makes each partner liable jointly with the other partners for debts and obligations the firm incurs while they are a partner. Section 12, read with section 10, makes that liability joint and several for loss caused by a partner's wrongful act or omission in the ordinary course of the firm's business.
Partnership Act 1892 (NSW), section 9A firm's name generally must be registered as a business name
Operating a partnership under a name other than the partners' own personal names is a business name and generally must be registered with the Australian Securities and Investments Commission (ASIC) — a national requirement that sits alongside, not instead of, the state-based Partnership Act.
ASIC — Business name registration
How to use this template
- Choose the ownership split. Select equal 50/50, majority-minority, or custom — this determines whether the deadlock clause or the minority-protection clauses appear.
- Fill in the partners and the partnership. Type each partner's name and address, the partnership's name, and its business purpose into the highlighted blanks.
- Set contributions and the consent threshold. Fill in each partner's capital contribution and the amount above which incurring debt requires both partners' written consent.
- Complete the deadlock or minority-protection fields. For an equal split, fill in the meeting and mediation periods. For a majority-minority split, confirm the information-rights and right-of-first-refusal terms.
- Set the restraint-of-trade scope. Fill in a specific duration, geographic area, and type of competing activity — an open-ended restriction is less likely to be enforced under the restraint-of-trade doctrine.
- Sign and download. Both partners sign, then download the agreement as a Word or PDF file.
Frequently asked questions
Am I personally liable for my partner's business debts?
Yes, in a general partnership. Under section 9 of the Partnership Act 1892 (NSW), each partner is liable jointly with the other partners for the firm's debts and obligations, including those incurred by the other partner in the ordinary course of business, regardless of your ownership percentage. If you want liability protection, consider an incorporated limited partnership or a company structure instead.
Is Australian partnership law the same in every state?
No — partnership law is a state and territory matter, and each jurisdiction has its own Act (for example the Partnership Act 1958 in Victoria or the Partnership Act 1891 in Queensland). They share the same joint and joint-and-several liability structure inherited from the same 1890s legislative model, but you should confirm the equivalent Act and section numbers for the state or territory the partnership is actually based in.
What happens if my 50/50 partner and I can't agree on something?
That's exactly what a deadlock clause is for. This template's equal-split option gives you a set period to meet and resolve the issue directly, then mediation if that doesn't work, then a buy-sell option at a value fixed by an independent valuer as a last resort — without one, a 50/50 disagreement on a matter requiring joint consent can simply stall indefinitely.
Does the minority partner in a 70/30 split get any say in decisions?
It depends on what the agreement gives them — which is exactly the gap this template's majority-minority option fills: information rights to inspect the books, a requirement that the majority partner disclose and get consent for self-dealing transactions, and a right of first refusal if the majority partner wants to sell. Without these, a minority partner can be left with a profit share and no real protection.
Do I need to register the partnership's business name?
If the partnership trades under a name other than the partners' own personal names, that name generally needs to be registered as a business name with ASIC, which is a separate national requirement from the state-based Partnership Act governing the partnership itself.
Do I need a written partnership agreement at all?
No — a general partnership can exist without one, and you can end up in a partnership by conduct alone under the Partnership Act 1892 (NSW)'s own definition. But without a written agreement, the Act's default rules apply to ownership, management, profit-sharing and dissolution, which is rarely what two partners would actually choose if they thought about it — and those defaults say nothing at all about a deadlock or minority protection.
Disclaimer
This template and guide are provided for general information only and do not constitute legal advice. It is built around the Partnership Act 1892 (NSW); other Australian states and territories have their own separate Partnership Acts with different section numbers, though a broadly similar structure. Consult a solicitor before relying on this document, particularly regarding liability exposure and the restraint-of-trade clause's scope.
