What is a Partnership Amendment?
A Partnership Amendment is an internal written document detailing any changes to the terms of a partnership that were previously documented in a Partnership Agreement. A partnership is a business arrangement where two or more individuals share ownership in a company and agree to share in the profits and losses of their company. You should learn about the types of partnerships available and consider the advantages and disadvantages of a partnership before choosing or amending this business relationship.
A simple Amendment will identify the following basic elements:
- Partners: the name of each person who owns the company
- Partnership Name: the partnership’s name
- Agreement: the date of the original agreement
- Amended Sections: the specific sections of the agreement being changed
As a reference, a Partnership Amendment is known by other names:
- Partnership Addendum
- Amendment to Partnership Agreement
- General Partnership Amendment
- Business Partnership Amendment
- Amendment to Partnership Contract
- Amendment to Articles of Partnership
- 50/50 Partnership Amendment
When a Partnership Amendment is Needed
There can be multiple amendments to the original agreement. As a partnership grows and develops, the needs and circumstances of the partnership will naturally change. Sometimes these changes need to be documented in writing in an Amendment to Partnership Contract. The roles of the partners may change, additional investments may be made, or the partners may decide that they need new or more specific provisions to govern their partnership.
The Consequences of Not Using a Partnership Amendment Form
Without a written Partnership Amendment, either the original Agreement or your state’s default rules on partnerships will apply. For example, if the profits and losses of the partnership are currently shared equally, but a partner makes an additional capital contribution and wants to have a larger share of the profit, a written Partnership Amendment needs to be executed.
Or if interest were not discussed in the original agreement, the state may automatically provide for interest on that additional capital contribution. If the partners prefer not to pay interest, an addendum allows them to dictate how events not contemplated in the original agreement will be handled.
Nearly every state has adopted the Uniform Partnership Act (1914) or Revised Uniform Partnership Act (1997).
Most Common Amendment Situations
When is it commonly used?
A Partnership Amendment is used whenever there is a change to the original Partnership Agreement or new provisions need to be added to the original Agreement. Often this is used when:
- A partner leaves the partnership
- A new partner is added to the partnership
- To change the distribution of profits and losses
- A partner contributes additional capital
- The partners adopt new accounting and oversight policies
- The partnership changes its banking institution
An Amended and Restated Partnership Agreement is an agreement that has been changed one or more times (amended), but is now appearing in its entirety with the amendments incorporated (restated).
What Should Be Included?
A simple Partnership Amendment should generally have at least the following:
- Who are the original partners
- What provisions are being changed or amended
- Where is the partnership’s business located
- When will the amendment go into effect
- How many other amendments have there been
Here are some other useful details to include:
Counterparts: the amendment may be signed in one or more counterparts
Governing Law: which state’s laws will apply if there is a dispute
Original Agreement: unless otherwise modified, the original agreement remains in full force and effect
Be sure to attach or file any Partnership Amendments with the original agreement.
Partnership Amendment Template Sample
Partnership Agreement Amendment
| State of ______________ | |
| Amendment No. ________ to Partnership Agreement | |
This Amendment No. __________ to the Partnership Agreement (the “Amendment”) is made as of this ______ day of _______________, 20______, by and between:
________________________ [Partner], located at _______________________________________ and
________________________ [Partner], located at _______________________________________ and
________________________ [Partner], located at _______________________________________ and
________________________ [Partner], located at _______________________________________ (each, a “Partner” and collectively, the “Partners”).
WHEREAS, the Partners formed a partnership under the name ____________________________ _______________________ [Partnership name] pursuant to a Partnership Agreement dated as of __________________________ [Date], and any amendments thereto (the “Partnership Agreement”).
WHEREAS, the Partners now wish to amend certain provisions of the Partnership Agreement
( ☐ pursuant to Section __________ of the Partnership Agreement).
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Partners agree as follows:
Added Provisions
- _______________ [Article/Section number] is hereby added to the Partnership Agreement as follows:
____________________________________________________________________________________
____________________________________________________________________________________
- _______________ [Article/Section number] is hereby added to the Partnership Agreement as follows:
____________________________________________________________________________________
____________________________________________________________________________________
- _______________ [Article/Section number] is hereby added to the Partnership Agreement as follows:
____________________________________________________________________________________
____________________________________________________________________________________
Sentence Amendment
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended by replacing the sentence “________________________________________________________________” with the following sentence: _____________________________________________________________
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended by replacing the sentence “________________________________________________________________” with the following sentence: _____________________________________________________________
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended by replacing the sentence “________________________________________________________________” with the following sentence: _____________________________________________________________
Sentence Deletion
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended to delete the following sentence: _________________________________________________________________
____________________________________________________________________________________
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended to delete the following sentence: _________________________________________________________________
____________________________________________________________________________________
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended to delete the following sentence: _________________________________________________________________
____________________________________________________________________________________
Section Amendment and Restatement
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended and restated in its entirety as follows: _________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended and restated in its entirety as follows: _________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended and restated in its entirety as follows: _________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
Section Change
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended as follows: _____________________________________________________________________________
____________________________________________________________________________________
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended as follows: _____________________________________________________________________________
____________________________________________________________________________________
- _______________ [Article/Section number] of the Partnership Agreement is hereby amended as follows: _____________________________________________________________________________
____________________________________________________________________________________
Section Deletion
- _______________ [Article/Section number] of the Partnership Agreement is hereby deleted in its entirety.
- _______________ [Article/Section number] of the Partnership Agreement is hereby deleted in its entirety.
- _______________ [Article/Section number] of the Partnership Agreement is hereby deleted in its entirety.
- Additional Provisions: ______________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
- Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Partnership Agreement.
- This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
- The terms of this Amendment shall be governed by and construed in accordance with the laws of the State of _________________, not including its conflicts of law provisions.
- Except as otherwise modified and amended herein, the Partnership Agreement remains unchanged and continues in full force and effect.
IN WITNESS WHEREOF, this Amendment No. __________ to the Partnership Agreement has been executed and delivered as of the date first written above.
SIGNATURES
| Partner Signature | Partner Full Name |
| Representative Signature | Representative Name and Title |
| Partner Signature | Partner Full Name |
| Representative Signature | Representative Name and Title |
| Partner Signature | Partner Full Name |
| Representative Signature | Representative Name and Title |
| Partner Signature | Partner Full Name |
| Representative Signature | Representative Name and Title |