Partnership Agreement
Partnership Act 1932–aware firm deed covering capital, P&L, management, dissolution, and registration notes.
How to use this template
1) Fill firm name, nature of business, and partners’ details. 2) State capital and profit/loss shares clearly (override equal default). 3) Set banking, drawings, and accounts rules. 4) Discuss with an advocate the suit disabilities of unregistered firms (often linked to s.69).
Legal notes (read before signing)
Sample only. The Partnership Act, 1932 may apply—statutory mutual-rights defaults (often discussed under s.13) can be varied by agreement. Without registration (ss.58–69), unregistered firms may face disabilities in bringing certain suits. Non-compete clauses can raise public-policy issues—keep narrow and counsel-review. Verify Registrar of Firms / RJSC processes locally.
Authority reference: Partnership Act 1932 (incl. mutual rights & registration/suit disability notes). Reviewer: Pending lawyer panel review. Next review: 2026-10-01.
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PARTNERSHIP AGREEMENT (DEED) Date: [date] 1. Firm 1.1 Firm name: [firm name]. 1.2 Principal place of business: [principal place]. 1.3 Nature of business: [nature of business]. 1.4 Commencement date: [start date]. 2. Partners 2.1 Partner 1: [partner 1 name], Address: [address 1], NID: [nid 1]. 2.2 Partner 2: [partner 2 name], Address: [address 2], NID: [nid 2]. 2.3 (If any) Partner 3: [partner 3 name], Address: [address 3]. 3. Capital 3.1 Partner 1 capital: BDT [capital 1]. 3.2 Partner 2 capital: BDT [capital 2]. 3.3 Further capital: by written consent of the partners. 4. Profit and loss 4.1 Sharing ratio: Partner 1 [share 1]%; Partner 2 [share 2]%; (if any) Partner 3 [share 3]%. 4.2 Note: if silent, equal sharing is often discussed as the statutory default—these stated ratios override that default. 5. Management and banking 5.1 Day-to-day management: [management rules]. 5.2 Major decisions (borrowing, sale of property, admitting a partner): written consent of all partners. 5.3 Bank account: [bank name and branch]; signatories: [signing rule]. 6. Drawings and accounts 6.1 Monthly drawing limit: BDT [drawing limit] (adjustable against profit). 6.2 Proper books shall be kept; financial year: [financial year]. 7. Admission, retirement and death 7.1 New partner: only with consent of all and re-fixed capital/shares. 7.2 Retirement: [retirement notice days] days’ written notice. 7.3 Death: heirs do not automatically become partners unless agreed. 7.4 Goodwill: valuation method [goodwill method]—appoint valuer/counsel if disputed. 8. Dissolution and application of assets 8.1 Dissolution: by consent, impossibility of business, or as provided by law. 8.2 Typical order of applying assets (subject to law/agreement): outside debts → partners’ advances → return of capital → surplus by profit shares. 9. Non-compete (caution) 9.1 Optional narrow restraint: for [noncompete months] months after retirement within [geography], not to compete in the same line. Public-policy and enforceability risks—do not finalise without counsel. 10. Registration recommendation 10.1 The partners shall endeavour to register the firm with the Registrar of Firms / relevant authority. 10.2 Under discussions of Partnership Act, 1932 section 69, unregistered firms may face disabilities in bringing certain suits—verify with an advocate. 11. Governing law 11.1 Laws of Bangladesh. Disputes: [forum]. Signatures and witnesses Partner 1: ____________________ Date: __________ Partner 2: ____________________ Date: __________ (Partner 3: ____________________ ) Witness 1: [witness 1] ____________ Witness 2: [witness 2] ____________
What each clause means
Firm & business
Name, place, nature, commencement.
Partners & capital
Names/addresses and capital contributions.
Profit & loss
Sharing ratios — override equal default.
Management & banking
Decisions, signing, and bank account.
Drawings & accounts
Withdrawals and bookkeeping.
Admission / retirement / death
New partners and exit; goodwill note.
Dissolution
Dissolution and order of applying assets.
Non-compete caution
Keep narrow; public-policy risk.
Registration
Registration recommendation and s.69 note.
Law & signatures
Bangladesh law; witnesses.
Preview
PARTNERSHIP AGREEMENT (DEED) Date: [date] 1. Firm 1.1 Firm name: [firm name]. 1.2 Principal place of business: [principal place]. 1.3 Nature of business: [nature of business]. 1.4 Commencement date: [start date]. 2. Partners 2.1 Partner 1: [partner 1 name], Address: [address 1], NID: [nid 1]. 2.2 Partner 2: [partner 2 name], Address: [address 2], NID: [nid 2]. 2.3 (If any) Partner 3: [partner 3 name], Address: [address 3]. 3. Capital 3.1 Partner 1 capital: BDT [capital 1]. 3.2 Partner 2 capital: BDT [capital 2]. 3.3 Further capital: by written consent of the partners. 4. Profit and loss 4.1 Sharing ratio: Partner 1 [share 1]%; Partner 2 [share 2]%; (if any) Partner 3 [share 3]%. 4.2 Note: if silent, equal sharing is often discussed as the statutory default—these stated ratios override that default. 5. Management and banking 5.1 Day-to-day management: [management rules]. 5.2 Major decisions (borrowing, sale of property, admitting a partner): written consent of all partners. 5.3 Bank account: [bank name and branch]; signatories: [signing rule]. 6. Drawings and accounts 6.1 Monthly drawing limit: BDT [drawing limit] (adjustable against profit). 6.2 Proper books shall be kept; financial year: [financial year]. 7. Admission, retirement and death 7.1 New partner: only with consent of all and re-fixed capital/shares. 7.2 Retirement: [retirement notice days] days’ written notice. 7.3 Death: heirs do not automatically become partners unless agreed. 7.4 Goodwill: valuation method [goodwill method]—appoint valuer/counsel if disputed. 8. Dissolution and application of assets 8.1 Dissolution: by consent, impossibility of business, or as provided by law. 8.2 Typical order of applying assets (subject to law/agreement): outside debts → partners’ advances → return of capital → surplus by profit shares. 9. Non-compete (caution) 9.1 Optional narrow restraint: for [noncompete months] months after retirement within [geography], not to compete in the same line. Public-policy and enforceability risks—do not finalise without counsel. 10. Registration recommendation 10.1 The partners shall endeavour to register the firm with the Registrar of Firms / relevant authority. 10.2 Under discussions of Partnership Act, 1932 section 69, unregistered firms may face disabilities in bringing certain suits—verify with an advocate. 11. Governing law 11.1 Laws of Bangladesh. Disputes: [forum]. Signatures and witnesses Partner 1: ____________________ Date: __________ Partner 2: ____________________ Date: __________ (Partner 3: ____________________ ) Witness 1: [witness 1] ____________ Witness 2: [witness 2] ____________
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