Partnership Agreements

Partnership Act 1890

Partnership Agreements in the UK is primarily governed by the Partnership Act 1890, which outlines the rules for forming and dissolving a partnership, as well as the rights and obligations of partners. A partnership is a type of business entity in which two or more people carry on a business together with a view to profit. The partners contribute to the business in various ways, including money, property, skills, or labour.

One of the most critical aspects of Partnership Agreements is the concept of joint and several liability. This means that each partner is responsible for the debts and obligations of the partnership, and each partner is liable for the full amount of those debts. This is different from a limited liability company, where the shareholders are only liable for the amount of their investment.

The Partnership Act 1890 sets out various types of partnerships, including general partnerships, limited partnerships, and limited liability partnerships (LLPs). A general partnership is the most common type of partnership, where all partners share equally in the profits and losses of the business. In contrast, a limited partnership has one or more general partners who run the business and are liable for its debts, and one or more limited partners who contribute capital but have limited liability for the debts of the partnership.

An LLP is a hybrid between a partnership and a limited company, and it provides limited liability to its partners while maintaining the flexibility of a partnership. LLPs are commonly used by professional service firms, such as law firms and accounting firms.

When forming a partnership, it is essential to have a Partnership Agreement in place. A Partnership Agreement is a legal document that outlines the terms of the partnership, including the contributions of each partner, the sharing of profits and losses, the management of the business, and the process for resolving disputes.

The Partnership Agreement can also set out provisions for the admission of new partners, the retirement or expulsion of existing partners, and the distribution of assets in the event of dissolution. It is important to have a well-drafted partnership agreement to avoid disputes and to ensure that the partnership operates smoothly.

Partnerships can also be dissolved for various reasons, including the expiration of a fixed term, the completion of a particular project, or the death or retirement of a partner. In the absence of a Partnership Agreement, the Partnership Act 1890 sets out the rules for the dissolution of a partnership.

In the event of dissolution, the assets of the partnership are sold, and the proceeds are used to pay off any outstanding debts and liabilities. Any remaining assets are then distributed amongst the partners according to their entitlement, which is usually determined by their contributions to the partnership.

In conclusion, Partnership Agreement are an essential part of commercial law in the UK, and it provides a flexible and straightforward way for individuals to come together to form a business. However, it is important to understand the rights and obligations of partners and to have a well-drafted Partnership Agreement in place to ensure that the partnership operates smoothly and to avoid disputes.