• 2–4 partners

• General partnerships or professional LLPs at an early stage

• straightforward ownership, profit‑sharing, and exit terms with no complex waterfalls.

• Partner roles & decision‑making framework (managing partner / management committee)

• Profit/loss allocations & distribution policy (draws vs. year‑end distributions)

• Basic capital contributions & reimbursement of expenses

• Straightforward transfer restrictions (ROFR and basic shotgun)

• Admission/retirement of partners; death/disability buyout mechanics

• Confidentiality, IP ownership, and non‑solicitation

• Execution set for registrations/minute‑book equivalents

• GP/LP/LLP structures, admission classes (equity, income, non‑equity)

• Capital commitments & calls, default remedies, cure rights

• Preferred returns (IRR/hurdle), distribution waterfalls, catch‑up and clawback

• Performance‑based vesting/earn‑in of partnership units  (time/milestone/hybrid)

• Partner loans, priority repayments, subordination and intercreditor terms

• Transfer controls: detailed ROFR/ROFO, co‑sale (tag‑along), drag/compulsory sale where permitted, shotgun

• Governance: supermajority thresholds, reserved/veto matters, key person & non‑compete carve‑out

• Custom valuation on exits (independent valuator, EBITDA/revenue multiples, book value, DCF, industry formulas)

• Tax provisions (allocations, reserves, tax distributions, T5/T5013 mechanics) in coordination with tax advisors

• Enhanced IP, confidentiality, non‑compete/non‑solicit (jurisdiction‑sensitive)

• Closing schedules (capital account ledger, class terms, joinders)

General Partnership Agreement (GPA)

Defines ownership percentages, authority of partners, profit/loss sharing, decision‑making, and exits. Appropriate for small, closely‑held businesses where partners manage the business directly.

​

Limited Partnership Agreement (LPA)​

Used where a general partner (GP) manages the business and limited partners (LPs) provide capital and receive limited liability. Common in real estate, funds, and projects with defined preferred returns and distribution waterfalls.

​

Limited Liability Partnership Agreement (LLP)

Available (subject to statute and professional rules) to certain professional practices. Limits liability for another partner’s negligence while maintaining partnership tax treatment. Governance often includes a management committee, partner classes, and admission milestones.

Joint Venture Partnership Agreement (Contractual JV)

A tailored partnership‑style arrangement for a specific project or timeline, addressing contributions, decision rights, and a targeted wind‑up.

Not sure which is right? We’ll map your goals, partner roles, liability tolerance, and tax posture, then recommend GP vs. LP vs. LLP and structure the economics accordingly.

• Capital contributions & accounts: initial/future contributions, capital calls, default interest, dilution or buy‑down

• Profit/loss allocations: percentages, priority returns, tax distributions

• Distribution waterfalls: return of capital, preferred return, GP catch‑up, carried interest, residual split

• Governance & authority: managing partner vs. committee; day‑to‑day vs. reserved/veto matters

• Fiduciary duties & conflicts: disclosure, consent processes, corporate opportunity waivers (where permitted)

• Admission/retirement: criteria, buy‑in pricing, probationary periods, good/bad leaver outcomes

• Transfers: ROFR/ROFO, permitted transfers, co‑sale/tag‑along, drag/compulsory transfers, shotgun

• Valuation mechanics: valuator selection, metric (FMV, book, EBITDA/revenue multiple, DCF), discounts/premiums

• Restrictive covenants: confidentiality, non‑solicitation, non‑competition (scope/duration tailored)

• Partner loans & security: interest, ranking, set‑off

• Records & audits: information rights, inspection, audit processes, accountants’ role

• Dispute resolution: escalation ladder → mediation → arbitration; venue and governing law

• Dissolution & wind‑up: triggers, liquidation priority, appointment of liquidating partner/receiver

• Insurance & indemnities: E&O/PL for professional firms, D&O‑style coverage equivalents, indemnity scope