Free Partnership Amendment

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Partnership Amendment

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PARTNERSHIP AMENDMENT AGREEMENT

THIS PARTNERSHIP AMENDMENT AGREEMENT (the "Amendment") made and entered into this ____ ________________ ________ (the "Execution Date"),

BETWEEN:

____________________ of _________________________, and
____________________ of _________________________
(individually the "Partner" and collectively the "Partners").

BACKGROUND:

  1. The parties to this Amendment are the Partners in a general partnership agreement (the "Partnership Agreement") formed on the 30th day of January, 2023.
  2. The Partners desire to amend the current Partnership Agreement to reflect a new understanding.
  3. This is the second amendment to the Partnership Agreement.
  4. The partnership that forms the subject of this Amendment is called ____________________ of _________________________ It was formed for the purpose of: ___________________________________

IN CONSIDERATION OF and as a condition of the Partners entering into this Amendment and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Amendment agree as follows:

  1. Amendment
  2. ___________________________________________________________
    ___________________________________________________________
    ___________________________________________________________
    ___________________________________________________________

  3. Governing Law
  4. The Partnership Agreement will be governed by and construed in accordance with the laws of the State of.
  5. Reaffirmation
  6. The Partnership Agreement in its original and amended form will remain in full force and effect except as expressly modified by this and all prior Amendments.
  7. Execution
  8. On and after the execution date of this Amendment, any reference in the original Partnership Agreement to "the Agreement" or any words of similar meaning will refer to the original Partnership Agreement as amended by this and all prior Amendments.
  9. Miscellaneous
  10. Time is of the essence in this Amendment.
  11. This Amendment may be executed in counterpart.
  12. This Amendment will not be assigned either in whole or in part by any party to this Amendment without the written consent of the other party.
  13. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Amendment. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  14. This Amendment and the terms and conditions contained in this Amendment apply to and are binding upon the Partners' successors, assigns, executors, administrators, beneficiaries, and representatives.
  15. If any term, covenant, condition or provision of this Amendment is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Amendment will in no way be affected, impaired or invalidated as a result.
  16. All negotiations and understandings intended to be included in this Amendment have been included in this final written Amendment. Statements or representations which may have been made by any party to this Amendment in the negotiation stages of this Amendment may in some way be inconsistent with this final written Amendment. All such statements are declared to be of no value in this Amendment. Only the written terms contained in this final written Amendment will bind the parties.
  17. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Amendment or as the parties may later designate in writing.
  18. All of the rights, remedies and benefits provided by this Amendment will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this ____ ________________ ________.

 

_______________________________
______________________(Partner)

 

_______________________________
______________________(Partner)

Last updated November 1, 2022

What is a Partnership Amendment?

A Partnership Amendment, also called a Partnership Addendum, is used to add, remove, or modify the terms of a Partnership Agreement. It’s usually attached to the back of the amended Partnership Agreement, so the changes are readily available for anyone to read.

When is a Partnership Amendment used?

A Partnership Amendment is used when the partners need to modify their existing Partnership Agreement. 

Some situations that can require a Partnership Amendment include the following:

  • A new person or entity joins the partnership
  • An existing partner leaves the business
  • Profit and loss distribution changes
  • The partnership adopts new accounting policies
  • Changes in the capital contributions by one or more partners

What if there have been previous amendments to the Partnership Agreement?

If this isn’t the first time you’re amending your Partnership Agreement, you can attach the most recent Partnership Amendment to the back of the agreement with the previous amendments. 

It’s a good idea to keep the amendments in order from newest to oldest because if there have been multiple changes to the same clause, the most recent amendment to the clause will be the one in effect.

If you’re making significant changes to your agreement or already have several Partnership Amendments attached to your agreement, you might want to consider drafting a whole new Partnership Agreement to reduce the risk of any confusion about the partnership’s terms.

How do I create a Partnership Amendment?

You can create a customised Partnership Amendment using LawDepot’s questionnaire. Our template ensures you complete all the necessary steps.

Step 1: State whether this is the first time amending the Partnership Agreement

Start your Partnership Amendment by stating whether the partners have previously amended their Partnership Agreement. If they have, also include how many times the partnership has amended it.

If you’ve made amendments on more than five occasions, you might want to consider creating a new Partnership Agreement.

Step 2: Provide your location

Each state and territory has its own partnership act. Provide your company’s location, and LawDepot will customise your Partnership Amendment to its governing laws.

The partnership acts applicable in each state and territory are linked below:

Step 3: Include details about the partnership

You need to provide basic information about your partnership, so there’s no confusion over which agreement you’re amending. Include details such as:

  • The partnership’s name
  • The partnership’s address
  • The purpose of the partnership
  • When the partnership started

Step 4: Include details about each partner

Your Partnership Amendment needs to include details about each partner, such as: 

  • Whether they’re an individual or business entity
  • Their name
  • Their address

A partner can be a person (individual), a company, a trust or another partnership.

Step 5: Write the amendment(s)

State which clauses the partners are amending and how they’re being modified.

Here are some tips for writing the amendments:

  • Make your clauses no more than one paragraph long. Add another clause if you need a second paragraph.
  • Identify any defined terms in the Partnership Agreement and use them consistently in the amending clauses.
  • Use the clause number or section heading in the Partnership Agreement to identify which clause you’re amending.
  • Don’t use personal pronouns (e.g., we, you, they, our etc.) because their meaning can be unclear. Use defined terms when referring to specific parties.

Step 6: Write additional clauses

If you want to amend your Partnership Agreement by adding whole new clauses rather than changing existing clauses, you can write them into your Partnership Amendment document.

Step 7: Sign the document

The final step is having all the partners sign the Partnership Amendment to bring the changes to the Partnership Agreement into effect.

Related Documents

  • Partnership Agreement: Outline the rules of a partnership and the rights and responsibilities of the partners.
  • Business Plan: Outline the goals, operations, and decision-making processes for a new or existing business. It can also be presented to investors as a business proposal to secure funding.
  • Notice of Withdrawal from Partnership: Inform the other party or parties in a business relationship that one or more partners is leaving.
  • Assignment of Partnership Interest: Allow a business partner to transfer their stake in a partnership to a third party.
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