Law Firm Partnership Agreement Template

This Partnership Agreement ("Agreement") is made effective [Date] by and among the partners of [Law Firm Name], a [State] [LLP/general partnership/professional corporation] ("Firm").

Article I – Formation and Purpose

• Establish partnership to practice law and provide legal services in [Jurisdictions].
• Business name, principal office location, and term of partnership.

Article II – Partners and Capital Contributions

• List of partners, capital accounts, and percentage interests.
• Initial capital contribution amounts and deadlines; additional capital call procedures.

Article III – Governance and Voting

• Management structure (managing partner, executive committee, practice group leaders).
• Matters requiring unanimous consent (admitting partners, merger, dissolution) vs. majority or supermajority vote.
• Voting rights proportionate to ownership or per capita.

Article IV – Partner Duties and Authority

• Partners devote full professional time unless otherwise agreed.
• Fiduciary duties, compliance with ethics rules, conflict management.
• Authority to bind Firm; restrictions on major commitments without approval.

Article V – Compensation and Profit Distribution

• Reference compensation policy (draws, profit sharing, bonuses) per separate Partner Compensation Agreement.
• Timing of draws and distributions; reserve accounts for taxes and expenses.

Article VI – Admission of New Partners

• Criteria for eligibility, equity buy-in amount, required approvals.
• Process for adjusting capital accounts and ownership percentages.

Article VII – Withdrawal, Retirement, and Expulsion

• Notice requirements, valuation of capital account, treatment of work in progress.
• Retirement benefits, phased retirement options, buyout formulas.
• Grounds and procedures for expulsion (breach, misconduct, chronic underperformance).

Article VIII – Leaves of Absence and Disability

• Policies for parental, medical, military leave; impact on draws and origination.
• Disability insurance and continuation of benefits.

Article IX – Accounting and Records

• Fiscal year, accounting method, maintenance of books and records.
• Annual financial statements and partner access to records.

Article X – Non-Competition and Non-Solicitation

• Restrictions on soliciting clients or employees post-withdrawal (subject to ethics rules).
• Protection of trade secrets, client lists, and confidential information.

Article XI – Dispute Resolution

• Internal mediation/arbitration procedures; governing rules and venue.

Article XII – Dissolution and Winding Up

• Events triggering dissolution (vote, bankruptcy, legal changes).
• Process for winding up affairs, paying liabilities, distributing assets.

Article XIII – Insurance and Indemnification

• Maintain malpractice, general liability, and key person insurance.
• Indemnify partners acting in good faith within scope of authority.

Article XIV – Amendments and Miscellaneous

• Amendments require [percentage] vote.
• Governing law, severability, notices, counterparts.

Signatures

Partner: ____ Date: __

Partner: ____ Date: __

Managing Partner: ____ Date: __

Attach exhibits: partner roster, capital account schedule, compensation policy, retirement plan terms.