Partnership Agreement in Singapore: Template and Key Clauses (2026)

A partnership agreement in Singapore is the contract between two or more people who carry on a business together to share the profits. It sets out what each partner puts in, how profits and losses are split, who decides what, and what happens when a partner joins, leaves or the partnership ends. If partners do not write one, the Partnership Act fills the gaps with default rules that are often not what the partners would have chosen, which is the main reason to have an agreement. This is general information, not legal advice. The enforceability of specific terms and the choice of structure depend on your facts and can change, so confirm the current position before relying on a clause. ## The default rules you are overriding A general partnership in Singapore is governed by the Partnership Act. If there is no agreement, the Act applies default rules: profits and losses are shared equally regardless of what each partner contributed, every partner may take part in management, no partner is entitled to a salary, and, crucially, the death or departure of a partner can dissolve the whole partnership. These defaults rarely match a real business where one partner put in more capital or does more work. A written agreement replaces them with terms the partners actually agree. Remember too that in a general partnership the partners have unlimited personal liability for the firm's debts, and each partner can bind the others. That liability risk is why many businesses choose a limited liability partnership (LLP) under the LLP Act instead, which is a separate legal entity giving partners limited liability while keeping much of the flexibility. ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` PARTNERSHIP AGREEMENT Parties: [each Partner] Date: [date] 1. THE PARTNERSHIP The Partners carry on the business of [description] under the name [firm name], registered as required with ACRA. 2. CAPITAL Each Partner contributes capital as set out in Schedule 1. [Interest on capital is / is not paid.] 3. PROFITS AND LOSSES Profits and losses are shared [in the proportions in Schedule 1 / equally]. Drawings are allowed up to [amount] per [period]. 4. MANAGEMENT AND DECISIONS Each Partner may take part in management. Day to day decisions are made by [method]. The following decisions need [unanimous / majority] consent: taking on debt above [amount], admitting a partner, selling assets, changing the business, [others]. 5. ROLES AND TIME Each Partner will devote [full time / agreed time] to the business and may [not] carry on a competing business. 6. BANKING AND ACCOUNTS The firm keeps proper accounts, audited or reviewed [annually]. Cheques and payments above [amount] need [number] signatures. 7. ADMISSION OF A NEW PARTNER A new partner is admitted only with the [unanimous] consent of the existing Partners, on agreed terms. 8. RETIREMENT, EXPULSION AND DEATH A Partner may retire on [notice]. A Partner may be expelled for [defined grounds]. On retirement, expulsion or death, the continuing Partners may buy out that Partner's share, valued as set out in clause [x], and the partnership continues. 9. DISSOLUTION The partnership is dissolved only as set out in clause [x]. On dissolution, assets are applied to debts, then to repay capital, then shared in profit proportions. 10. RESTRICTIVE COVENANTS A departing Partner will not compete or solicit for [period] within [area], so far as enforceable. 11. DISPUTES AND GOVERNING LAW Governed by Singapore law. Disputes resolved by [mediation then arbitration / the courts of Singapore]. Schedule 1: Capital and profit shares

- Ignoring unlimited personal liability in a general partnership when an LLP would have protected the partners.
- No buy-out clause, so one partner leaving or dying can dissolve the whole business.
- Vague decision-making, so it is unclear whether one partner can take on debt or admit a new partner alone.
- Forgetting to register the business name with ACRA, a separate step from the agreement itself. ## General partnership or LLP? For many businesses the real choice is between a general partnership and an LLP. A general partnership is simple but exposes each partner's personal assets to the firm's debts. An LLP is a separate legal entity, giving limited liability and continuing to exist despite changes in partners, at the cost of more formality and filing. Decide the structure before drafting, because the agreement differs. <!-- [VERIFY] current ACRA registration and filing requirements for general partnerships versus LLPs before stating specifics --> ## Keeping the agreement and the firm's records together A partnership agreement changes as partners join and leave, capital shifts and the business grows. The signed agreement, the capital schedule, the admission and retirement deeds, the ACRA records and any variation need to stay consistent, or it becomes unclear who is a partner and on what terms. Drafting an agreement like this, checking a buy-out or non-compete clause for enforceability, editing a term in plain language and holding every version with its date can live in one AI workspace tuned to how your company contracts. Adira is built around that single 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 see more at [its site](https://adiralaw.com). For a simple two-partner firm the skeleton above is enough on its own. The point worth taking is that the agreement and the firm's records are easier to trust when they stay in one place and in step.