Sets partnership terms so the 1890 Act defaults do not apply by accident. Free with a Buzz Legal account, with the law it is built on and guidance on when a t
Sets partnership terms so the 1890 Act defaults do not apply by accident. Everything in square brackets is for you to fill in.
Partnership Act 1890. The Act supplies default rules that apply only 'subject to any agreement express or implied between the partners' (s.24 opening words), so the value of this document is almost entirely in displacing them. ⚠️ THE FIVE DEFAULTS THAT CATCH PEOPLE OUT: 1. s.26(1) — where NO FIXED TERM is agreed, the firm is a partnership at will and ANY partner may determine it AT ANY TIME on notice to the others. One partner walking out dissolves the whole firm. Clause 3 displaces this. 2. s.24(1) — all partners share EQUALLY in capital and profits and contribute equally to losses, regardless of what each put in or does. Clauses 5 and 6 displace this. 3. s.25 — NO majority can expel a partner unless an express power has been conferred. If expulsion is not written in, it does not exist. Clause 13 confers it. 4. s.33(1) — the death or bankruptcy of ANY partner dissolves the firm as regards ALL partners, subject to agreement. Clause 14 displaces this. 5. s.42(1) — an outgoing partner whose account is unsettled may elect either a share of post-dissolution profits attributable to their share, or interest at 5% on it. Clause 15 displaces this. s.9 — every partner is liable JOINTLY for all debts and obligations of the firm incurred while a partner, and their estate is severally liable after death. Liability is UNLIMITED and personal; that is the point of difference from an LLP under the Limited Liability Partnerships Act 2000. Also relevant: s.5 (a partner's acts bind the firm), s.24(8) (ordinary matters by majority, but NO change in the nature of the business without unanimity), s.28 (duty to render true accounts), s.29 (accountability for private profits), s.30 (duty not to compete), s.35 (dissolution by the court). Checked 2 Sep 2026.
A template is a starting point, not advice on your situation. It cannot know what you sell, who you sell it to, what you have already agreed or what has already gone wrong, and those are the things that decide whether a clause protects you. Read it against your own business before you issue it, and change what does not fit. If the other side has already threatened a claim, a template is the wrong tool entirely — that is a dispute, and it goes to RHF Solicitors.
The document runs to 22 numbered sections. These are the headings, so you can see whether it is the one you need before you open it:
Everything in square brackets is a blank for you to complete — names, dates, figures and the terms that are particular to your business. Read the whole thing before you send it: the parts worth changing are usually the ones setting out what happens when something goes wrong, because those are drafted for a business in general and yours is not one.
If a clause does not apply, take it out rather than leaving it blank. A document issued with an empty bracket in it invites exactly the argument the document was meant to prevent.
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