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Partnership Agreement Template
A partnership agreement documents the rights and obligations of partners carrying on a business in common with a view to profit. Use our free New Zealand template to clearly record capital contributions, profit shares, management, and dissolution under the Partnership Law Act 2019.
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PARTNERSHIP AGREEMENT
General Partnership · New Zealand
PARTNER 1
Sarah K. Henare
88 Symonds Street, Auckland CBD, Auckland 1010
Phone: +64 21 555 0101
Phone: +64 21 555 0101
By: sarah.henare@email.co.nz
PARTNER 2
Oliver T. MacDonald
34 Courtenay Place, Te Aro, Wellington 6011
Phone: +64 21 555 0202
Phone: +64 21 555 0202
By: oliver.macdonald@email.co.nz
Henare and MacDonald Partners
Effective: 1 July 2026 – Ongoing
This Partnership Agreement (this "Agreement") is entered into as of 1 July 2026 by and between Sarah K. Henare ("Partner 1") and Oliver T. MacDonald ("Partner 2"; together the "Partners") to form and operate a general partnership under the name Henare and MacDonald Partners (the "Partnership") under the Partnership Law Act 2019 (PLA 2019, in force 5 April 2020, replacing the Partnership Act 1908), the Contract and Commercial Law Act 2017, and the laws of New Zealand. The Partners agree as follows:
1.
PARTNERSHIP NAME AND PURPOSE
The Partnership shall be conducted under the name Henare and MacDonald Partners. The principal place of business shall be 88 Symonds Street, Auckland CBD, Auckland 1010. The purpose of the Partnership is: To carry on the business of landscape architecture, urban design consultancy, and related professional services throughout New Zealand. The Partnership shall be registered in New Zealand as required by applicable law, including the Partnership Law Act 2019 (PLA 2019) and, where applicable, the Limited Partnerships Act 2008 (LPA 2008) for limited partnerships.
2.
TERM
The Partnership shall commence on 1 July 2026 and continue for an indefinite period until dissolved in accordance with this Agreement or as required by the Partnership Law Act 2019 (PLA 2019).
3.
CAPITAL CONTRIBUTIONS
Each Partner shall contribute the following initial capital to the Partnership: Partner 1 shall contribute $50,000.00 NZD and Partner 2 shall contribute $50,000.00 NZD. No Partner shall withdraw any portion of their capital contribution without the prior written consent of the other Partner(s). Additional contributions may be made only by unanimous written agreement. Capital accounts shall be maintained for each Partner in accordance with generally accepted accounting principles (GAAP).
4.
PROFIT AND LOSS ALLOCATION
Net profits and net losses of the Partnership are allocated among the Partners as follows: Partner 1 receives 50% and Partner 2 receives 50%. Distributions are made at such times and in such amounts as the Partners unanimously agree, but no less frequently than annually. The Partnership's fiscal year ends on 31 March. No distribution may be made if it would render the Partnership unable to satisfy its obligations as they fall due. Tax — flow-through entity. The Partnership is a flow-through entity for income tax purposes under subpart HG of the Income Tax Act 2007; each Partner is responsible for the income tax on its share of Partnership income at its own marginal rate and shall include that share in its own NZ tax return. The Partnership is responsible for its own GST registration (if and when taxable supplies exceed NZD 60,000 under s 51 of the Goods and Services Tax Act 1985) and for any PAYE/KiwiSaver/ACC obligations in respect of its employees.
5.
MANAGEMENT AND AUTHORITY
The Partnership shall be managed jointly by all Partners with equal authority. Each Partner shall have the right to participate in the day-to-day management of the Partnership business and may bind the Partnership within the ordinary course of business under the Partnership Law Act 2019 (PLA 2019, s 9). The Partners agree to the following responsibilities: Partner 1: Business development, client relationships, Auckland region projects. Partner 2: Project delivery, technical design, Wellington region projects, finance.
6.
DECISION MAKING
All major decisions — including incurring debt exceeding NZD 10,000, acquiring or disposing of Partnership assets, admitting new partners, entering into contracts with a term exceeding one year, or amending this Agreement — shall require the unanimous written consent of all Partners. Day-to-day operational decisions may be taken by any Partner acting within the ordinary course of business.
7.
BANKING AND ACCOUNTING
The Partnership shall maintain one or more business bank accounts at a New Zealand registered bank designated by the Partners. All Partnership funds shall be deposited into such accounts and shall not be commingled with the personal funds of any Partner. The Partnership shall maintain accurate books and records in accordance with GAAP. Each Partner shall have full access to inspect and audit the Partnership's books and records at any reasonable time. Annual financial statements shall be prepared within ninety (90) days of the end of each fiscal year.
8.
GOOD FAITH AND FIDUCIARY DUTIES
Each Partner owes fiduciary duties to the Partnership and to the other Partners — including duties of utmost good faith (uberrimae fidei), loyalty, candour and to account for benefits derived from any transaction concerning the Partnership — codified in sections 35-37 of the Partnership Law Act 2019. No Partner shall: (a) engage in any business or activity that competes with the Partnership without the prior written consent of the other Partners (PLA 2019, s 37 — duty not to compete with firm); (b) make any secret profit from the Partnership's business (PLA 2019, s 36 — duty to account for benefits); (c) use the Partnership's assets or opportunities for personal benefit without consent; or (d) act in a manner that materially damages the Partnership's reputation or business.
9.
HEALTH AND SAFETY AND PRIVACY
Health and safety. The Partnership is a Person Conducting a Business or Undertaking (PCBU) under the Health and Safety at Work Act 2015 (HSWA 2015) and owes the primary duty of care to workers and others under s 36 HSWA 2015. Each Partner who is involved in management is also an "officer" under HSWA 2015 with the due-diligence duty in s 44. Privacy. Where the Partnership collects, holds or uses personal information, it shall comply with the Privacy Act 2020 and the thirteen Information Privacy Principles, and shall notify any actual or suspected notifiable privacy breach under Part 6 of that Act within 72 hours.
10.
WITHDRAWAL AND DISSOLUTION
A Partner may voluntarily withdraw from the Partnership upon providing 60 days' written notice to the other Partner(s). The Partnership shall be dissolved upon: (a) the unanimous written agreement of all Partners; (b) the death, incapacity, bankruptcy, or insolvency of any Partner, unless the remaining Partner(s) elect in writing to continue within thirty (30) days; (c) the completion of the fixed term, if any; (d) a court order under the Partnership Law Act 2019 (PLA 2019, s 41); or (e) any event making it unlawful to continue the Partnership. Upon dissolution, the Partnership's assets shall be applied first to pay creditors, then to repay capital contributions pro rata, and then to distribute any surplus in accordance with profit-sharing percentages.
11.
BUYOUT MECHANISM AND VALUATION
Upon a Partner's withdrawal or dissolution, the departing Partner's interest shall be valued using fair market value assessed by a registered valuer as at the date of departure or dissolution. The remaining Partner(s) shall have a right of first refusal to purchase the departing Partner's interest at the determined value. If no agreement is reached on price within thirty (30) days of the valuation date, the valuation shall be determined by an independent chartered accountant appointed by the Chairperson of the New Zealand Institute of Chartered Accountants. Payment shall be made within ninety (90) days of the final valuation, unless otherwise agreed in writing. Any dispute regarding valuation may be referred to arbitration under the Arbitration Act 1996 (ArA 1996).
12.
DISPUTE RESOLUTION AND DEADLOCK
Any dispute arising out of or in connection with this Agreement — including any question regarding its existence, validity, or termination — shall first be submitted to mediation through a mutually agreed mediator. If the dispute is not resolved within thirty (30) days of referral to mediation, either party may commence legal proceedings in the courts of Auckland, New Zealand.
13.
NON-COMPETITION AFTER DEPARTURE
For a period of 1 year following a Partner's departure from the Partnership, the departing Partner shall not, directly or indirectly, engage in, own, manage, or consult for any business that is substantially similar to and in direct competition with the Partnership within the geographic area where the Partnership primarily conducts business. The Partners acknowledge that New Zealand courts enforce restraints only to the extent they are reasonable in scope, duration, and geographic reach and protect a legitimate proprietary interest. If any part of this clause is found unreasonable, it shall be modified to the minimum extent necessary to render it enforceable.
14.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of New Zealand, including the Partnership Law Act 2019 (PLA 2019) and the Contract and Commercial Law Act 2017 (CCLA 2017). Any dispute not resolved under this Agreement shall be subject to the exclusive jurisdiction of the courts of Auckland, New Zealand.
15.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes all prior discussions and understandings. Amendment: This Agreement may only be amended by written instrument signed by all Partners. Severability: If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force. Notices: All notices shall be in writing delivered personally, by registered post, or by email to the addresses set out herein. Electronic Execution: This Agreement may be executed electronically under the Contract and Commercial Law Act 2017 (CCLA 2017, Part 4).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
PARTNER 1
Sarah K. Henare
Date: ____________________
PARTNER 2
Oliver T. MacDonald
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Partnership Agreement?
A partnership agreement is a contract between two or more persons carrying on a business in common with a view to profit — the statutory definition of a partnership under section 8 of the Partnership Law Act 2019. While partnerships can arise by conduct without any written document, a written agreement is strongly recommended to override the default rules in the Act and to reflect the commercial deal the partners have actually struck.
Without a written agreement, the default position under the Partnership Law Act 2019 applies: partners share profits and losses equally, no partner receives a salary, any partner can bind the partnership, and the partnership dissolves on the death or withdrawal of any partner. These defaults rarely reflect partners’ actual intentions, which is why a tailored agreement is essential.
A partnership agreement addresses profit and loss sharing, capital contributions, management authority, admission and retirement of partners, treatment of goodwill on exit, restrictions on competing activities, and dispute resolution. It is the operating manual for the partnership and the foundation for any future accounting, tax, and dissolution matters.
What's Covered in This Template
Our partnership agreement captures the governance, financial, and exit provisions needed for a New Zealand general partnership.
Partners and Business
Identification of all partners with NZBNs, the partnership name, and the nature and scope of the business.
Capital Contributions
Initial cash, asset, and in-kind contributions by each partner, and rules for future capital calls.
Profit and Loss Allocation
How profits and losses are shared, whether equally, in proportion to capital, or under a custom formula.
Partner Drawings and Salaries
Entitlement to regular drawings and any salary or service fee payable to working partners.
Management and Decision-Making
Day-to-day management, ordinary decisions, and reserved matters requiring unanimous or supermajority consent.
Banking and Financial Records
Partnership bank account, accounting method, financial year, and audit requirements.
Admission and Retirement
Procedures for admitting new partners and for retiring, withdrawing, or being removed from the partnership.
Goodwill and Valuation on Exit
How a departing partner’s share is valued and paid out, including any goodwill component.
Restraint of Trade
Reasonable restrictions on former partners competing with, or soliciting clients or staff from, the partnership.
Insolvency and Dissolution
Events triggering dissolution and the process for winding up the partnership’s affairs.
Tax and GST
Partnership’s IRD number, GST registration, and the responsibility of each partner for income tax on their share.
Dispute Resolution
Escalation, mediation, and jurisdiction in the District Court or High Court for unresolved disputes.
How to Create a Partnership Agreement
Complete the steps below to generate a tailored partnership agreement for New Zealand.
- 1
Enter Partner and Business Details
Provide each partner’s name, NZBN (if any), address, and the partnership’s trading name and nature.
- 2
Set Capital Contributions
Specify each partner’s initial contribution and the rules for additional capital calls.
- 3
Agree Profit Sharing and Drawings
Choose profit-sharing ratios and the monthly drawings or salary (if any) for each partner.
- 4
Configure Management and Voting
Decide on day-to-day authority, reserved matters, and thresholds for major decisions.
- 5
Review Exit and Download
Confirm the exit mechanics, restraint terms, and dispute resolution, then download the PDF.
Why Doxuno documents are different
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Always current
Always current with the law
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Free PDF
Print-ready PDF
Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.
Word · .docx
Editable Word (.docx)
Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.
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Legal Considerations
Partnerships in New Zealand carry unlimited joint and several liability for partners and require careful documentation.
This template is for informational purposes only and does not constitute legal or tax advice. Partnerships involving significant capital should be reviewed by a New Zealand lawyer and chartered accountant.
Reviewed for New Zealand law
Liability of Partners
Under sections 13–15 of the Partnership Law Act 2019, every partner is an agent of the firm and the other partners, and partners are jointly liable for debts and obligations of the firm incurred while they are partners. For wrongful acts or omissions, liability is joint and several. This unlimited personal liability is the principal reason many NZ businesses prefer a company structure; partners should consider limited partnerships under the Limited Partnerships Act 2008 if limited liability is important.
Displacing the Default Rules
Sections 31–44 of the Partnership Law Act 2019 set out default rules covering profit sharing, indemnities, partner salaries, dissolution, and majority decision-making. These apply only in the absence of a written agreement. A comprehensive partnership agreement displaces the defaults and records what the partners have actually agreed.
Tax and the Partnership
A partnership is not a separate taxpayer. Each partner returns their share of partnership income or loss in their own income tax return under subpart HG of the Income Tax Act 2007. The partnership itself may still need to register for GST and obtain its own IRD number for administrative purposes. The agreement should address how tax is allocated between partners and how ACC levies and KiwiSaver are handled.
Restraint of Trade on Retirement
A restraint of trade binding a retiring partner is enforceable only to the extent reasonable. In partnership contexts, courts have historically been more willing to enforce restraints because partners have access to the firm’s goodwill and client relationships. Section 83 of the Contract and Commercial Law Act 2017 permits courts to modify unreasonable restraints rather than void them entirely.
Frequently Asked Questions
Build a Strong Partnership Foundation
Create a clear, tailored New Zealand partnership agreement that protects every partner and prevents disputes down the track.
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