Operating Agreement for General Partnership

Operating Agreement for General Partnership: Why You Need One and What to Include

If you are planning to start a general partnership with one or more people, it is important to have an operating agreement in place to establish the rules and expectations for the business. An operating agreement is a legal document that outlines the structure, responsibilities, and procedures of your partnership, helping you to avoid disputes and misunderstandings down the road.

In this article, we will discuss why you need an operating agreement for your general partnership and what to include in it.

Why You Need an Operating Agreement

The main reason why you need an operating agreement for your general partnership is to protect your business and your partnership. Without an operating agreement, you run the risk of disputes arising between partners over various issues like decision-making, profit distribution, and management responsibilities. An operating agreement helps you avoid these problems by providing clear guidelines for how the partnership will be run and how disputes will be resolved.

Another advantage of having an operating agreement is that it can help you secure financing or attract new partners. Most lenders and potential partners will want to see an operating agreement before they invest in your partnership. An operating agreement can give them the confidence that your business is structured properly and that they will be protected if they decide to invest.

What to Include in Your Operating Agreement

Your operating agreement should be tailored to the specific needs of your partnership, but here are some key elements that should be included:

1. Partnership structure: This section should describe how your partnership is structured, including the names and roles of each partner, the capital contributions made by each partner, and how profits and losses will be distributed.

2. Management responsibilities: This section should outline the roles and responsibilities of each partner and how decisions will be made. You should specify whether decision-making will be unanimous or if certain decisions can be made by a majority vote.

3. Financial provisions: This section should include information about how the partnership will be financed, how profits will be distributed, and how expenses will be managed.

4. Dispute resolution: This section should outline the procedures for resolving disputes between partners. You could specify mediation or arbitration as the methods for resolving disputes.

5. Termination provisions: This section should describe the circumstances that would lead to the termination of the partnership and how assets will be distributed if the partnership is dissolved.


An operating agreement is a critical document for any general partnership. It helps you to establish clear guidelines for how your partnership will be run, how decisions will be made, and how disputes will be resolved. By taking the time to create a comprehensive operating agreement, you can ensure that your partnership is structured properly and that your interests are protected.

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