New York · Standard edition

New York Partnership Agreement Template

Create a New York partnership agreement online for a two-partner general partnership. The Standard agreement covers capital contributions and capital accounts, the profit and loss split, management and major decisions, partner duties, liability, banking and taxes, transfers, withdrawal and buyout at fair value, dispute resolution, dissolution, and the New York partnership act and business name filing.

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New York rules built into this template

  • Governing act: a New York general partnership is governed by the New York Partnership Law wherever the partnership agreement is silent.
  • Business name: A partnership doing business under a name other than the partners' real names must file a certificate of assumed name (business certificate for partners) with the county clerk of each county where it conducts business (N.Y. Gen. Bus. Law § 130).
  • Liability: in a general partnership each partner is personally liable, jointly and severally, for partnership debts. Partners who want limited liability should consider an LLP or LLC.

What the Partnership Agreement includes

  1. Formation and Name
  2. Purpose
  3. Capital Contributions
  4. Capital Accounts
  5. Profits, Losses, and Distributions
  6. Management and Authority
  7. Partner Duties
  8. Liability and Indemnification
  9. Banking, Books, and Taxes
  10. Transfer of Interest
  11. Withdrawal, Death, or Disability
  12. Dispute Resolution
  13. Dissolution and Winding Up
  14. State Law and Filings
  15. General Provisions
  16. Governing Law

Frequently asked questions

Do you need to register a partnership in New York?
A general partnership is formed by agreement and does not file formation documents with the state. A partnership doing business under a name other than the partners' real names must file a certificate of assumed name (business certificate for partners) with the county clerk of each county where it conducts business (N.Y. Gen. Bus. Law § 130).
Does a partnership file its own tax return?
Yes. A partnership files IRS Form 1065 each year and gives each partner a Schedule K-1. The partnership itself does not pay federal income tax; each partner reports their share of income.
What is the difference between the Standard and Professional Partnership Agreement?
The Standard edition is a complete, state-aware Partnership Agreement for common situations. The Professional edition adds longer clause coverage, schedules, and optional modules for more complex matters. You can preview either edition free before you pay.

Partnership Agreement templates for other states

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