If you are entering into a business partnership, reviewing an existing partnership agreement, bringing in a new partner or dealing with a partnership exit, our lawyers can help you structure the arrangement properly.
Our experienced business structure lawyers provide practical advice on partnership structures, partnership agreements, partner rights and obligations, partnership exits, partner admissions, partnership disputes, business sales, restructuring and succession planning.
A partnership is a relationship between people or entities carrying on business together with a view to profit.
Partnerships are often used by professional services firms, family businesses, consultants, small businesses, investors and business owners who want a relatively simple structure for working together.
A partnership is not the same as a company. In a company, the company is a separate legal entity. In a partnership, the partners are generally the people or entities carrying on the business, and they may be personally responsible for partnership obligations.
This means a partnership can be flexible, but it can also create risk if the arrangement is not properly documented. A well-drafted partnership agreement can help manage that risk by clearly recording how the partnership operates.
A partnership may be suitable where two or more parties want to carry on business together without incorporating a company or establishing a trust structure.
It may be appropriate where you want to:
However, a partnership is not always the best structure. Depending on your circumstances, a company, discretionary trust, unit trust or fixed unit trust may provide better asset protection, governance, tax planning or investment flexibility.
Our lawyers can help you decide whether a partnership is suitable and how it should fit within your broader business structure.
Each state and territory has its own legislation that governs partnerships. In New South Wales, partnerships are governed by the Partnership Act 1892 (NSW).
However, legislation does not comprehensively deal with every aspect of a partnership relationship. It may not reflect what the partners have commercially agreed about control, capital contributions, profit sharing, authority, exits, restraints, valuation, succession or dispute resolution.
As such, a partnership agreement is one of the most important documents for any partnership. It sets out how the business will be owned, managed and operated, and what happens if circumstances change.
A partnership agreement can deal with:
Without a partnership agreement, the partners may be forced to rely on default legal rules that may not reflect their commercial expectations. This can make disputes more expensive, disruptive and difficult to resolve.
Partnerships can create significant legal and commercial risk if they are not properly structured.
Common risks include:
These risks can often be reduced by choosing the right structure, preparing a proper partnership agreement and ensuring the partners understand their rights and obligations before the business relationship begins.
A partnership agreement should be reviewed whenever the partnership changes or the existing agreement no longer reflects how the business operates.
You should consider reviewing your partnership agreement if:
We can review your partnership agreement, identify key risks and advise on whether amendments or a new agreement are required.
Partnerships require clear documents, practical governance arrangements and proper planning for change. We assist with the establishment, review, variation, administration and resolution of issues involving partnerships.
We help establish partnerships and prepare the documents needed to set them up properly, including advice on structure, profit sharing, partner contributions and governance.
We prepare and review partnership agreements that clearly record the commercial arrangement, including decision-making, profit sharing, expenses, authority, exits, restraints and disputes.
We assist with admitting new partners, including reviewing the existing agreement, preparing admission documents and recording updated rights, obligations and profit-sharing arrangements.
We advise on partner exits, retirements and buy-outs, including exit rights, valuation, payment terms, restraints, releases and handover arrangements.
We advise on dissolving partnerships and winding up affairs, including assets and liabilities, partner accounts, dissolution documents and releases.
We act in partnership disputes involving control, money, workload, profit sharing, access to records, authority, misconduct, exclusion, dissolution or buy-out rights.
A partnership can be simple to start, but difficult to unwind if the arrangement is unclear.
Getting legal advice early helps ensure the partnership is properly documented, commercially workable and structured to reduce future disputes.
A partnership should clearly record what each partner contributes, receives and controls. We help document profit sharing, capital contributions, decision-making, drawings, expenses and partner authority.
Partnership disputes often arise because decision-making powers were never properly agreed. We help clarify voting rights, reserved matters, approval thresholds and limits on authority.
Every partnership should deal with what happens when a partner leaves. We advise on retirement rights, buy-out processes, valuation mechanisms, restraint obligations and release documents.
A partnership can expose partners to legal and financial risk. We help identify those risks and consider whether the partnership agreement or alternative structures can reduce exposure.
We make the partnership setup process simple and transparent. Here’s what to expect:
Call us on (02) 8287 3118 or email us at enquiries@axelegal.com.au to get started.
We will ask about the proposed partnership, the partners involved, business activities, contributions, profit-sharing arrangements, decision-making needs and whether you are setting up a new partnership or reviewing an existing arrangement.
During our initial consultation, we will outline our recommendations, explain the likely documents required and provide an estimate of costs.
We consider whether a partnership is appropriate for your circumstances.
This may include advice about whether a partnership, company, trust or another structure would better suit your objectives. We also consider liability, control, ownership, tax coordination, succession, asset protection and the commercial relationship between the partners.
Our focus is to ensure the structure reflects how the business will actually operate.
Once the structure is settled, we help prepare or review the documents required to establish or update the partnership properly.
This may include the partnership agreement, admission documents, retirement documents, dissolution documents, partner resolutions, business sale documents, restraint provisions and related commercial agreements.
We ensure the documents are practical, clear and aligned with the agreed commercial arrangement.
After your partnership is established, we can continue to assist as the business changes.
We advise on partner admissions, partner exits, amendments to partnership agreements, business sales, restructures, disputes, dissolution, governance issues and coordination with companies, trusts or other entities in your broader structure.
Our goal is to help your partnership operate with clarity, certainty and proper legal foundations.
We’re here to bring clarity
to partnerships
Our lawyers help business owners, professional practices, investors and partners establish, review and amend partnership arrangements with clarity, confidence and commercial purpose.
Our lawyers provide practical advice, tailored documents and commercially focused support for business owners, professional practices, investors and partners involved in partnership arrangements.
We consider whether a partnership is the right structure before preparing documents. This helps ensure the structure suits the business, not just the immediate relationship between the parties.
Partnership issues can become emotional and commercially sensitive. We explain your options clearly so you understand your rights, obligations and risks.
We prepare and review partnership documents that reflect the actual arrangement between the parties. Proper documents reduce uncertainty and make future changes easier to manage.
We understand how partnership disputes usually arise and how disruptive they can be. Our focus is to protect your position while identifying a practical pathway to resolution.
