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Partnership Amendment



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


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


  1. The parties to this Amendment are the Partners in a general partnership agreement (the "Partnership Agreement") formed on the 19th day of May, 2024.
  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. Tax Elections
  4. The Partnership will elect out of the application of Chapter 63 Subchapter C of the Internal Revenue Code of 1986, in each taxable year in which it is eligible to do so in accordance with Section 6221(b), by making that election in a timely filed return for such taxable year disclosing the name and taxpayer identification number of each Partner.
  5. This election will prevail over any discretion or authority invested in the ‘tax matters partner’ by the Partnership Agreement.
  6. Governing Law
  7. The Partnership Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia.
  8. Reaffirmation
  9. 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.
  10. Execution
  11. 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.
  12. Miscellaneous
  13. Time is of the essence in this Amendment.
  14. This Amendment may be executed in counterpart.
  15. 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.
  16. 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.
  17. 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.
  18. 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.
  19. 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.
  20. 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.
  21. 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 ________ day of ________________, ________.





Last Updated November 14, 2023

What is a Partnership Amendment?

A Partnership Amendment, also called a Partnership Addendum, is used to modify, add, or remove terms in a Partnership Agreement. A Partnership Amendment is usually attached to an existing Partnership Agreement to reflect any changes.

When is a Partnership Amendment used?

A Partnership Amendment is used when two or more partners want to make changes to their Partnership Agreement. Partners can be individuals, corporations, Limited Liability Companies (LLCs), or other general partnerships.

Some examples of reasons to amend your Partnership agreement could be:

  • A new person or entity enters into the partnership
  • An existing partner leaves the business
  • The company adapts new accounting policies
  • There are changes in the capital contributions by one or more partners
  • Profit and loss distribution changes

The amendment is attached to the Partnership Agreement to reflect the changes that the partners agreed upon. A Partnership Agreement may be amended in accordance with the terms of that agreement.

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

If the Partnership Agreement has been amended before, it's important to note in the most recent addendum that there have been previous amendments. The order of the amendments helps to ensure that the document is up-to-date. All amendments should be attached to the original Partnership Agreement.

If you need to make major edits to the Partnership Agreement that change most of the original content, or you've made a large number of amendments in the past, it may be better to make a new Partnership Agreement rather than use an amendment.

What is included in a Partnership Amendment?

The following information is generally included in a Partnership Addendum:

  • Governing law of the state the partnership is based in and referred to in the existing partnership agreement
  • Number of previous amendments
  • Partners' details and type (individual or business entity)
  • The amendments you are making to the Partnership Agreement and the date they come into effect

Related Documents:

  • Partnership Agreement: A Partnership Agreement is a contract between business partners that outlines the rules of the partnership and the rights and responsibilities of the partners.
  • Business Plan: A Business Plan is a document that outlines 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: A Notice of Withdrawal from Partnership is a document that informs the other party or parties in a business relationship that one or more partners is leaving.
  • Assignment of Partnership Interest: An Assignment of Partnership Interest is a document used by a business partner to transfer their stake in a partnership to a third party.
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