Partnership Amendment
Update the parts of your partnership agreement that no longer fit, such as ownership splits, partners or management rules, while leaving the rest of the agreement in force.
Includes 30 days of edits
- 5 to 20 minutes
- Print-ready PDF
What is a Partnership Amendment?
A partnership amendment is a short written agreement, signed by the partners, that changes specific provisions of an existing partnership agreement. Instead of drafting and signing a whole new agreement, the partners identify the sections that change, state the new wording, and confirm that everything else stays the same.
Partnerships evolve. Partners contribute more capital, ownership percentages shift, a new partner joins, the business moves, or the partners decide to change how decisions are made or how profits are shared. Recording those changes in a signed amendment keeps the written agreement in line with how the business actually runs and gives every partner the same record of what was agreed.
Most partnership agreements explain how they can be amended, often requiring the written consent of all partners or of partners holding a set percentage of the partnership interests. This amendment identifies the original agreement, records how the change was approved, sets out each change clause by clause, and can include an updated ownership table and a notary acknowledgment.
When to use it
- The partners have agreed to change profit and loss percentages or capital contributions.
- A partner is joining, and the agreement needs updated ownership or management terms.
- The partnership has changed its name, principal office or business purpose.
- The partners want to change voting rules, management duties or distribution timing.
- A clause in the original agreement is unclear or outdated and needs to be replaced or removed.
What is included
- Identification of the partnership and the original agreement
- Recitals explaining why the amendment is being made
- Clause-by-clause changes: replace, add or delete provisions
- Optional updated table of partnership percentages
- Record of how the partners approved the amendment
- Effective date and ratification of the unchanged terms
- Conflict rule giving the amendment priority over the original agreement
- Governing law, counterparts and electronic signatures
- Signature blocks for individual and business partners, with optional notary acknowledgment
How to make your Partnership Amendment
Answer the questions
Tell us about the parties and the terms you want. Most documents take about 5 to 20 minutes.
Review the preview
Check the draft as you go and change any answer. The document updates instantly.
Download, sign and keep a copy
Download a print-ready PDF, sign it with the other parties, and give everyone a copy.
Frequently asked questions
What is a partnership amendment?
It is a written document, signed by the partners, that changes one or more specific terms of an existing partnership agreement. The rest of the original agreement stays in effect unless the amendment says otherwise.
Do all partners have to sign the amendment?
It depends on what your partnership agreement says. Many agreements require unanimous written consent to amend; others allow amendments approved by partners holding a stated majority. If the agreement is silent, state partnership law usually supplies a default rule, and many states require the consent of all partners for changes outside the ordinary course of business. Having every partner sign avoids later disputes.
Is an amendment better than a new partnership agreement?
An amendment works well for targeted changes, such as new ownership percentages or a different meeting schedule. If the changes are extensive or the agreement has already been amended several times, the partners may find a restated agreement easier to read and rely on.
Does a partnership amendment need to be notarized?
Notarization is usually not required for an amendment to be valid between the partners. Some partners choose to notarize anyway for added proof of signing, and a notary may be needed if the amendment will be recorded or filed somewhere that requires it.
Do I need to file the amendment with the state?
A partnership agreement and its amendments are usually private documents and are not filed. However, if the change affects information in a public filing, such as a limited partnership certificate, a statement of partnership authority, or a registration as a limited liability partnership, the partnership may need to file an amendment to that filing with the state. Check with the state filing office.
Can an amendment change ownership percentages?
Yes. This form lets you include an updated table of each partner's percentage interest. Because ownership changes can have tax consequences, many partners review them with an accountant before signing.
What happens if the amendment conflicts with the original agreement?
This amendment states that its terms control if there is a conflict, and that all other terms of the original agreement remain in full force. That keeps the relationship between the two documents clear.
Can we sign the amendment electronically?
Generally yes. Federal and state electronic signature laws allow most business agreements, including partnership amendments, to be signed electronically, and the amendment allows signing in counterparts.
