Name of Business

  • Will all of the partners’ names be used?
  • Will a fictitious business name be used?
  • If one or more partners withdraw and the business continues, what name will be used?


Identity of Partners

  • Will there be both general and limited partners?
  • Will some participants be nonpartner employees?
  • Will there be any partners that are corporations or partnerships? If so, who will be those partners’ agents for purposes of participating in partnership affairs and for service of notice or process?
  • What is the address and county of residence of each general partner?


Term of Partnership

  • What is the specified term of the partnership
  • What specific events will cause termination?


Profits and Losses

  • What will be each partner’s distributive share of profits and losses, and special allocations?
  • Will these ratios change during the life of the partnership? If so, how?
  • Will any partner receive guaranteed payments?



  • On what grounds can a partner be expelled?
  • What notice is required?
  • What vote is required?
  • On what terms will the expelled partner’s interest in the partnership be liquidated?


Buy-Out Agreements

  • Will the partners enter into a buy-out agreement or an agreement to compensate retiring or withdrawing partners?
  • What are the terms and conditions?
  • How will the agreement be funded?


Limited Liability Partnerships

  • Are existing practices being merged? If so, on what terms?
  • What licenses are needed for the proposed practice? Who must hold a license?
  • How are fees to be set?
  • How will clients and duties to clients be allocated?
  • Will there be nonpartner associates? If so, can they eventually become partners? What are the requirements or procedures.