Partnership agreement review checklist
Partnerships default to the state partnership Act unless the agreement says otherwise. This checklist walks through a standard review of a general or limited partnership agreement.
This is a 12-step checklist for reviewing an Australian partnership agreement. It covers contributions, profit sharing, management, liability, admission of new partners, and dissolution under the state partnership Acts.
The checklist
Confirm partnership type
Determine whether the partnership is general, limited, or incorporated limited, and the applicable Act.
Check partner contributions
Review the capital, skill, and labour contributions of each partner.
Review profit and loss sharing
Confirm profit share, drawings, and the treatment of losses between partners.
Check management and decision rights
Review management authority, daily decision-making, and matters requiring unanimous consent.
Review partner duties
Check fiduciary duties, conflict of interest, and disclosure obligations.
Check liability and indemnity
Confirm joint and several liability, indemnity for breach, and any limitation of liability arrangements.
Review admission of new partners
Check the process and unanimity requirement for admitting new partners.
Check retirement and expulsion
Review retirement notice, expulsion grounds, and compulsory retirement age.
Check valuation and buyout
Review the valuation method for buying out a departing partner — book value, multiple of earnings, or independent expert.
Review restraints
Check post-partnership restraints of trade — scope, duration, and reasonableness.
Check dissolution
Review dissolution triggers, the winding up process, and distribution of surplus.
Check dispute resolution
Confirm the dispute resolution pathway and any mandatory mediation before court.
When this checklist applies
Use this checklist when reviewing a new partnership agreement or advising on a partnership exit or dispute.
Common pitfalls
- No partnership agreement, falling back to the default state Act
- Vague profit share formulas that become disputes on exit
- Overbroad restraints that are not enforceable
- No buyout valuation mechanism for departing partners
- Missing expulsion provisions for misconduct
Run this checklist on a real matter
Quillio reviews partnership agreements, identifies gaps against the default Acts, and drafts retirement deeds. See /practice-areas/commercial-lawyers or start a free trial.
This checklist is a general guide. Always advise on the tax, CGT, and liability implications of partnership changes.
Use this checklist on your matter.
Quillio can run this checklist on a specific NSW conveyancing matter — confirm each item, calculate adjustments, and generate the supporting documents. The free trial requires no credit card.
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