Our Partnerships Agreement Service
What Is a Partnership?
A partnership is a relationship which exists between persons carrying on a business with a view to profit.
The following organisations usually or traditionally operate by way of partnerships:
- Property Investors
- Solicitors
- Accountants
- Medical Professionals
- Architects
Myerson has been recognised as a Top 200 UK Law Firm.
We advise partners and partnerships on all aspects of the partnership life-cycle: u
Key Features of a Partnership
It has no separate legal personality. This means the partnership cannot own assets or property, grant security or contract with third parties in its own right.
Each partner is an agent of the partnership for the purposes of the partnership business. The firm is therefore liable as the principal for agreements entered into by each partner in the course of the partnership business.
Furthermore, partners are essentially jointly and severally liable for the liabilities of the partnership.
For example:
- Partners are jointly and severally responsible for the contractual debts of a partnership
- Wrongful acts or omissions of any partner acting in the ordinary course of the business with the authority of the other partners, also gives rise to joint and several liability
Partnerships are treated as transparent for most tax purposes, meaning that the activities of the partnership are treated as carried on by individual partners and not by the partnership as a body. As such, it is the individual partners who are liable to pay tax on their share of the profits or losses.
Partnership property is property brought into the partnership for the purposes and in the course of the partnership business.
As a partnership cannot own property in its own right, individual partners will own property on behalf of the partnership.
It is important to clearly set out which property is owned by individual partners on behalf of the partnership and which belongs to individual partners personally.
This will be important in valuing the share of a partner on retirement or their exit, the dissolution of the partnership, in the event of insolvency of the partnership and/or the bankruptcy of individual partners.
Partners owe fiduciary duties to each other, including a duty to act in the utmost good faith and with honesty towards each other, and not to put themselves into a position where their duty to the partnership and their own interests conflict.
Setting up a Partnership Agreement
Although it is not mandatory, we advise that a partnership agreement be entered into between the partners; otherwise, default provisions of the Partnership Act 1890 will apply. Set out below are a number of areas which we recommend be dealt with when creating a partnership agreement:
- The amount of each partner’s fixed capital (i.e. the amount introduced by each partner)
- Unless the partnership agreement says otherwise, all partners share equally in the profits and must contribute equally towards the losses, whether capital or income. It is usual for the partnership agreement to set out how income and capital profits are to be distributed
- Although accounts are not specifically required by the legislation, it is usual for the partnership agreement to require the balance sheet and profit and loss account to be drawn up for each accounting period.
- In the partnership agreement, the firm should indemnify each partner in respect of payments made, and liabilities incurred by him, in the course of the firm’s business or in preserving the business or property of the firm
- The partnership agreement should specify how a new partner may be admitted; otherwise, admission will require unanimous consent. At law, an incoming partner does not acquire liability for anything done before admission, but it is not uncommon for new partners to agree to assume the firm's existing liabilities
- A partner has no right to retire from the partnership unless the partnership agreement allows for retirement, it is with the unanimous consent of all partners or, for partnerships at will, by giving notice. The partnership agreement should set out how a partner may retire, what happens on a partner's death, and how a partner may be expelled from the partnership
- It is usual for accounts to be prepared on the partner’s leaving date, and the outgoing partner is then entitled to be paid the amount due to him as shown on the current and capital accounts. Alternatively, the payment can be calculated by reference to the accounts prepared for the accounting period during which the outgoing partner leaves and may also be adjusted for the manner in which they leave (for example, as a good leaver or bad leaver)
- It is important that a partnership agreement also address post-termination restrictions preventing an outgoing partner from competing with the firm's business within a defined geographical area for a set period of time
Our Approach to Partnership Agreements
We provide practical, commercial and coherent legal advice to achieve the best outcomes for our clients.
As an all-services law firm, we can deliver a complete service, supported by our Employment, Commercial, Dispute Resolution, and Private Client teams.
We work closely with our clients to ensure we provide a service that meets their expectations, both in terms of their objectives and costs.
Why Work With Our Corporate Lawyers?
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- Price transparency - we provide our clients with an estimate at the outset of any piece of work, with ongoing updates throughout the matter.
- Our Corporate Partner-led service ensures you receive the very best legal advice and commercially minded support.
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Testimonials
Mr Preston
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Mr. Maitland, VendiTech
Myerson has been exceptional to work with, combining a high level of professionalism with a pragmatic, commercially minded approach. Communication is always clear, timely, and responsive, which gives us real confidence when navigating complex decisions. Chris, Charlotte and Richard provided invaluable support across multiple areas of our business. Their guidance has been instrumental to our continued success and has played a key role in giving us strong confidence around compliance as we scale and evolve.
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Tim Webb, RTA Claim Solutions
Myerson have been hugely professional and supportive in providing expert legal advice to the business. For us, their quality of service and expert knowledge of commercial business was equally as important as their undoubted legal capabilities. We hope to be able to continue to work with them over the long term.
Tony Sampson , J2 Retail Ltd
Unphased by the ‘big names’ and frequently head to head with much larger firms, they have always worked effectively on our behalf as both a business and as shareholders, and have represented us extremely well in many complex and difficult situations. Myerson partners and lawyers have an excellent grasp of the commercial realities of our business – something that is equally as important as their undoubted capabilities as lawyers.
David Hibbert, Stax Trade Centres PLC
We were introduced to Myerson back in 1986 with a view to them advising us on our MBO. Myerson have always been there with clear, easily presented counsel as to how to deal with every aspect of business life. We respect their honesty and integrity and have no qualms in recommending them to any up and coming entrepreneurs.
Mr. Roberts, Communications Plus Ltd.
Chris Moss, Melisa Chaplow and Charlotte Peers have been exceptional. Thank you.
Mike Forsyth - Founder and Chairman, Safer Sphere
Myerson Solicitors acted for us in a complicated Management Buy-Out transaction. Akeel, Palma, Simon, Andrew, and the team supported completion in a tight time frame with the utmost professionalism and diligence. They coordinated and cooperated seamlessly with the wider advisors and stakeholders, ensuring full protection and compliance with the transaction. We have worked with Myerson on a number of legal aspects for over 5 years, and would highly recommend their services.
Colin
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Chambers UK Guide 2026
The Corporate team at Myerson is the perfect size for a balance between expertise and personal service.
Chambers UK Guide 2026
Myerson's Corporate team is attentive, available and technically knowledgeable.
Chambers UK Guide 2026
Myerson's Corporate Team were good to deal with and we worked well together.
Legal 500, 2024
Responsive, always willing to provide some direction, guidance and support, even at short notice, and, due to the familiarity of the business across the team, there are multiple contact points which means there is always somebody to speak to who understands our company and objectives.
Legal 500, 2024
The whole team is responsive and highly approachable, taking time to understand the business and framing legal matters in a manner understandable to the audience – working with a range of people across our business.
Legal 500, 2024
They have always looked at the whole picture and taken time to understand my business, so advice is tailored. No time-wasting and treated like I am their only client.
Legal 500, 2024
Well resourced and able team that expertly and adequately handle whatever we throw at them as our retained commercial lawyers.
Legal 500, 2024
Smaller boutique corporate team who are very responsive, professional and add value to corporate transactions.
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