Partnership Agreement
Template for New Zealand

PARTNERSHIP AGREEMENT New Zealand Agreement date: [date]. Partner 1: [full name and residential address]. Partner 2: [full name and residential address]. Both parties are adults contracting on their own behalf. 1. Our partnership The parties will carry on [business activity] in common with a view to profit from [start date], using the name [trading name] and principal address [New Zealand address]. They form an ordinary partnership governed by the Partnership Law Act 2019. The partnership has no fixed end date and is not a limited partnership or company. 2. Funding and returns Partner 1 will pay NZ$[amount] and Partner 2 NZ$[amount] into the partnership bank account by [date]. NZ$ means New Zealand dollars. These are cash capital contributions; this agreement does not convey land or other existing property. Assets subsequently bought for the partnership with its funds belong to the partnership. The partners share profits and losses equally. No salary or interest on capital is payable. A further capital contribution needs the contributing partner's written agreement. The partners must agree in writing on any loan by a partner, including its repayment date and interest; without an agreed interest rate, that loan is interest-free. The partnership will indemnify a partner for payments and liabilities properly incurred for its business or necessarily incurred to preserve its business or property. Drawings and profit distributions require both partners' approval and sufficient provision for partnership liabilities. Record all capital, loans and drawings separately for each partner. 3. Running the business Partner 1 is responsible for [operational responsibilities]; Partner 2 for [operational responsibilities]. Each may participate in management and bind the partnership in the ordinary course within those responsibilities. Both must approve borrowing, security, expenditure outside the ordinary course, a change of business, admission of a partner and changes to this agreement. If they disagree, the proposal is not approved. Internal restrictions do not displace the rights of third parties under the Partnership Law Act 2019. Maintain a bank account in the trading name with an operating mandate approved by both. Keep complete accounting records at the principal address, open to either partner for inspection and copying. Prepare annual accounts for the year ending [day and month] and give each partner a copy. 4. Accountability Each partner must give the other true accounts and full information about the partnership. A partner must disclose any personal interest in a proposed transaction and obtain the other's informed consent before proceeding. Without that consent, benefits obtained from partnership transactions or use of its property, name or business connections must be accounted for to the partnership. The same applies to profits from a competing business carried on without the other's consent. 5. Ending and winding up Either partner may end the partnership by signed written notice delivered to the other at their stated address or another address notified in writing. It ends on the date stated, no earlier than receipt, or on receipt if no date is stated. It also ends on either partner's death or bankruptcy, or when dissolution is required by law. Neither partner may expel the other. The partners or their representatives must collect and realise the assets, including goodwill, settle the liabilities and prepare final accounts. Authority after dissolution is limited to winding up and completing unfinished transactions. Give notice to existing counterparties and publish notice of dissolution in the New Zealand Gazette; obtain creditor releases where a release from existing liability is sought. Subject to insolvency law, meet losses from profits, then capital, then equally from the partners. Apply available assets first to outside creditors and winding-up costs, then partner loans proportionately, then unpaid capital proportionately, and divide the remaining surplus equally. Preserve accrued claims and avoid double counting. 6. Governing law New Zealand law applies. Disputes may be brought before the New Zealand courts with jurisdiction. SIGNATURES Partner 1: [signature and date]. Partner 2: [signature and date].