General Partnership Agreement
(DE GP)

Summary

This is a partnership agreement (DE) in which a general partnership is formed for a defined business purpose. This agreement should be used only in situations where a general partnership for a limited purpose and defined duration is desired, such as to create a general partnership as a joint venture vehicle. This template includes practical guidance and drafting notes. Counsel should note that a general partnership is not an incorporated business entity, nor does it provide the limitations on partner liability that would be available to a limited partnership, limited liability company or corporation. Given the limited purpose of this partnership, and its potential use as a joint venture vehicle, the partnership business purpose has been narrowly defined to limit the scope of the partners' duties to the partnership. Agreements or documents of this type should be customized for each transaction or situation. For additional information on joint ventures organized by partnerships, see Key Provisions in Joint Venture Agreements — Parties, Scope, Purpose, Joint Venture Agreement (General Partnership). This template has been updated as needed to reflect the revised Internal Revenue Code provisions governing IRS tax audits of partnerships and other entities taxed as partnerships; these rules were passed in the Bipartisan Budget Act of 2015 and took effect on January 1, 2018. For further information, see Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015).