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Partnership Agreement

Template for regulating a partnership, including contributions, profit sharing, management, and exit terms.

This Partnership Agreement (the "Agreement") is entered into on Date (the "Effective Date").

1. Unlimited Personal Liability of Partners

IMPORTANT — PLEASE READ BEFORE SIGNING. This Agreement establishes a general partnership (interessentskab, "I/S") governed by the Danish Act on Certain Commercial Undertakings (Erhvervsvirksomhedsloven). This structure carries the following consequences, which the Partners expressly acknowledge before entering into this Agreement:

1.1 Unless expressly and validly limited under applicable law (see Section 1.2), each Partner is personally, jointly and severally, and without limitation liable for all debts and obligations of the Partnership, whether arising in contract, tort, or otherwise, regardless of that Partner's ownership percentage, capital contribution, or degree of involvement in management. This liability is not capped at the amount of a Partner's contribution and extends to that Partner's personal, non-Partnership assets.

1.2 If the Partners intend to limit their personal liability, this Agreement is not the appropriate vehicle. The Partners should instead consider structuring the business as a limited partnership (kommanditselskab, "K/S"), in which at least one general partner (komplementar) retains unlimited liability while one or more limited partners (kommanditister) have liability capped at their registered contribution, or as a limited liability company (e.g., an anpartsselskab (ApS) or aktieselskab (A/S)) under the Danish Companies Act (Selskabsloven). By signing this Agreement, each Partner confirms that it has considered these alternative structures and has elected to proceed on an unlimited liability basis.

1.3 This Section 1 applies notwithstanding, and takes precedence over, any other provision of this Agreement, and operates together with (not instead of) the specific liability provisions in Section 8.2 (internal authority restrictions), Section 12.2 (admission of new Partners), Section 13.3 (withdrawal), Section 14.2 (death or incapacity), and Section 15.3 (dissolution shortfall).

2. Parties

The following persons/entities (each a "Partner" and together the "Partners"):

  • Company name, residing at / registered at Address, CPR/CVR No.: CVR
  • Company name, residing at / registered at Address, CPR/CVR No.: CVR

Additional Partners may be listed in Schedule 1.

3. Formation and Name

3.1 Formation

The Partners hereby form a partnership under the name Partnership name (the "Partnership").

3.2 Commencement

The Partnership shall commence on the Effective Date.

4. Purpose

The purpose of the Partnership is Business activities and related lawful activities.

5. Contributions

5.1 Contributions

Each Partner shall contribute the following:

  • Partner 1: Consideration type
  • Partner 2: Consideration type

5.2 Ownership

Contributions and ownership percentages are set out in Schedule 1.

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