Read this before using it. A general partnership has **no separate legal personality and no limited liability**. Each partner is personally liable for the whole of the partnership’s debts, and is bound by the acts of every other partner in the ordinary course of business. For most situations an LLP or a company is the better answer.
Partnership Agreement
General partnership — [PARTNERSHIP NAME]
Read this before using it. A general partnership has no separate legal personality and no limited liability. Each partner is personally liable for the whole of the partnership’s debts, and is bound by the acts of every other partner in the ordinary course of business. For most situations an LLP or a company is the better answer.
| Item | Detail |
|---|---|
| Partnership name | [NAME] |
| Business registration number | [UEN] |
| Place of business | [ADDRESS] |
| Business | [DESCRIPTION] |
| Partners | [NAMES] — maximum 20 |
| Manager, where any partner is foreign | [NAME] — ordinarily resident in Singapore |
| Commencement | [DATE] |
| Financial year end | [DATE] |
| Liability | Unlimited and joint — see Clause 1 |
1. Nature and Liability — Read First
1.1A general partnership is not a separate legal entity. It cannot own property or contract in its own name; the partners do so jointly.
1.2Each partner is personally liable, without limit, for the debts and obligations of the partnership. A creditor may pursue any partner for the whole amount, regardless of that partner’s share.
1.3Each partner is an agent of the partnership and of the other partners for the purpose of its business. An act done by one partner in the ordinary course binds all the others, whether or not they knew of it.
1.4A new partner is generally not liable for obligations incurred before joining. A retiring partner remains liable for obligations incurred while a partner, and may continue to be liable to a person dealing with the firm who has no notice of the retirement.
1.5If the partners want protection from each other’s acts, this is the wrong structure. Consider an LLP or a company before signing.
2. Capital and Shares
| Partner | Capital (S$) | Non-cash contribution | Profit share | Loss share |
|---|---|---|---|---|
| [NAME] | [AMOUNT] | [DESCRIBE] | [%] | [%] |
| [NAME] | [AMOUNT] | [DESCRIBE] | [%] | [%] |
| [NAME] | [AMOUNT] | [DESCRIBE] | [%] | [%] |
| Total | [AMOUNT] | 100% | 100% |
2.1Where this agreement is silent, the default rules under the Partnership Act apply — including equal sharing of profits and losses regardless of capital contributed. Complete the table above rather than relying on that default.
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Unlimited joint liability means each partner’s personal assets stand behind the whole of the firm’s debts, including debts incurred by another partner without their knowledge. The compliance saving over an LLP is modest. Annexure A is placed at the front of the annexures deliberately — work through it before signing.
A partner acting in the ordinary course of the business binds the firm and every other partner, whether or not they were consulted. Clause 4.3 restricts what partners may do internally, but that restriction does not protect the firm against a third party who had no notice of it.
Absent agreement, profits and losses are shared equally regardless of capital contributed, and the partnership dissolves on the death, bankruptcy or retirement of any partner. Both defaults surprise people. Clauses 2.1 and 5.1 displace them, and the table in Section 2 must actually be completed.
The Act gives no right to expel a partner. Without an express provision, a partnership with an impossible partner has no mechanism short of dissolution. Clause 5.3 supplies one, and the grounds should be specific rather than discretionary.
A former partner remains liable for obligations incurred while a partner, and may continue to be liable to anyone dealing with the firm who has no notice of the retirement. Notifying the Registrar, customers, suppliers and the bank is what ends the ongoing exposure. Clause 5.5 flags it; it is the most important practical step on a departure.
The partnership pays no tax; each partner is taxed on their share at their own rate, whether or not it is distributed. A partner who leaves profits in the business is still taxed on them. Partners frequently discover this in their first assessment.
Partners are not employees. The partnership makes no contributions for them, and citizens and permanent residents handle their own as self-employed persons where required. Where the firm has employees, full employer obligations apply to those employees.
A general partnership is limited to twenty partners, with limited exceptions for certain professions. Beyond that the structure must change, which is another reason growing practices move to an LLP.
Where all the partners are ordinarily resident outside Singapore, a manager ordinarily resident in Singapore must be appointed. That person carries responsibility for the firm’s compliance.
With no liability shield, professional indemnity and public liability insurance are the only meaningful protection the partners have. Review the levels annually and against the actual exposure, not against the premium.
Capital account settlement, valuation basis and payment timing should be agreed at the outset in Schedule 2. Departures in partnerships are frequently acrimonious, and a formula agreed while everyone is content is worth a great deal later.
Restraints are enforceable only so far as reasonable, and an over-broad covenant fails entirely rather than being read down. Match the restricted business and the area to what the partner actually did and where the firm actually operates.
The filing burden is light, which leads partnerships to keep almost nothing. Decisions above the agreed thresholds should be recorded, and accounting records must be sufficient to compute each partner’s share. The absence of records is what makes partnership disputes so difficult to resolve.
Item 11 of the calendar asks whether the partnership should convert. Businesses grow into liability exposure gradually, and the point at which a partnership stopped being appropriate is usually visible only in hindsight.
Reflects Singapore law current as of {{DATE OF USE}}. The Partnership Act defaults, business registration and notification requirements, and the tax treatment of partnership income all change — take legal advice before forming a general partnership, and specifically on whether an LLP or company would serve better.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.