Partnership Agreement in New Zealand: Template and Key Clauses (2026)

A partnership agreement in New Zealand is the contract between two or more people who run a business together and share its profits. It sets out how much each partner contributes, how profits and losses are shared, how decisions are made, and what happens when a partner joins, leaves or dies. Without a written agreement, the default rules in the Partnership Law Act 2019 fill the gaps, and those defaults may not suit the partners. This is general information, not legal advice. The law and tax treatment change, and every partnership differs, so confirm the current position before relying on any clause. ## How New Zealand law shapes a partnership agreement The main law is the Partnership Law Act 2019, which replaced the older Partnership Act 1908. It defines partnership, sets out the relationship between partners and with outsiders, and provides default rules that apply where the partners have not agreed otherwise. For example, in the absence of agreement, partners generally share profits equally, and a partnership can be ended by a partner giving notice. A written agreement lets the partners change these defaults to fit their business. Partners are generally jointly liable for the firm's debts, which is a key reason many businesses choose a company or a limited partnership instead. <!-- [VERIFY] exact Partnership Law Act 2019 section numbers for the default profit-sharing and dissolution rules before citing them --> Tax matters too, as a partnership is generally not taxed as a separate entity; each partner is taxed on their share. ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` PARTNERSHIP AGREEMENT Parties: [Partners] Date: [date] 1. THE PARTNERSHIP The name of the firm, its business and the start date. 2. CAPITAL What each partner contributes and how capital accounts work. 3. PROFIT AND LOSS How profits and losses are shared, and how and when drawings are taken. 4. MANAGEMENT AND DECISIONS How the firm is run day to day, and which decisions need a majority or unanimous agreement. 5. PARTNERS' DUTIES The duties partners owe the firm and each other, including good faith and not competing. 6. BANKING AND ACCOUNTS How money is handled, who can sign, and how accounts are kept and audited. 7. ADMITTING A PARTNER How a new partner joins and on what terms. 8. RETIREMENT AND EXPULSION How a partner leaves, notice required, and the limited grounds for expulsion. 9. DEATH OR INCAPACITY What happens to a partner's share if they die or cannot continue. 10. VALUATION AND PAYOUT How a leaving partner's share is valued and paid. 11. DISSOLUTION How the partnership is wound up and assets distributed. 12. DISPUTES AND GOVERNING LAW Governed by New Zealand law; disputes by [mediation / arbitration / courts]. Schedule 1: Capital Contributions Schedule 2: Profit Shares

- **Joint liability.** Partners are generally liable for the firm's debts, which is why some choose a company or limited partnership instead.
- **Tax flows to partners.** A partnership is generally not taxed as a separate entity; each partner is taxed on their share.
- **Limited partnership option.** A separate limited partnership regime exists for investment-style structures, which is different from an ordinary partnership. ## Common mistakes to avoid - No written agreement, so the Act's default rules apply and may not suit the partners.
- Sharing profits equally by default when contributions are very unequal.
- No mechanism for a partner to leave, so a departure can dissolve the whole firm.
- No agreed valuation method, leading to a fight over the price of a leaving partner's share.
- Ignoring that partners are personally exposed to the firm's debts. ## Keeping partnership documents in one place A partnership accumulates documents over time: the original agreement, admissions of new partners, variations to profit shares, retirements and the records behind them. When these live across email and folders, it is hard to know which version is current, what each partner's share is now, and what was agreed about a past change. Drafting a partnership agreement, reviewing a profit-share or exit clause, editing a definition in plain language and holding every version with its dates in one view can live in a single AI workspace tuned to how your firm contracts. Adira is built around that workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can read more at [adiralaw.com](https://adiralaw.com). For a simple two-person partnership the skeleton above is a solid start. The point worth keeping is that a partnership is easier to govern when the agreement and every change to it stay together and current.