Free Partnership Amendment

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Partnership Amendment

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PARTNERSHIP AMENDMENT AGREEMENT

THIS PARTNERSHIP AMENDMENT AGREEMENT (the "Amendment") made and entered into this ________ day of ________________, ________ (the "Execution Date"),

BETWEEN:

____________________ of _________________________, and
____________________ of _________________________
(individually the "Partner" and collectively the "Partners").

BACKGROUND:

  1. The parties to this Amendment are the Partners in a general partnership agreement (the "Partnership Agreement") formed on the 3rd day of December, 2022.
  2. The Partners desire to amend the current Partnership Agreement to reflect a new understanding.
  3. This is the second amendment to the Partnership Agreement.
  4. The partnership that forms the subject of this Amendment is called ____________________ of _________________________ It was formed for the purpose of: ___________________________________

IN CONSIDERATION OF and as a condition of the Partners entering into this Amendment and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Amendment agree as follows:

  1. Amendment
  2. ___________________________________________________________
    ___________________________________________________________
    ___________________________________________________________
    ___________________________________________________________

  3. Governing Law
  4. The Partnership Agreement will be governed by and construed in accordance with the laws of the Province of.
  5. Reaffirmation
  6. The Partnership Agreement in its original and amended form will remain in full force and effect except as expressly modified by this and all prior Amendments.
  7. Execution
  8. On and after the execution date of this Amendment, any reference in the original Partnership Agreement to "the Agreement" or any words of similar meaning will refer to the original Partnership Agreement as amended by this and all prior Amendments.
  9. Miscellaneous
  10. Time is of the essence in this Amendment.
  11. This Amendment may be executed in counterpart.
  12. This Amendment will not be assigned either in whole or in part by any party to this Amendment without the written consent of the other party.
  13. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Amendment. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  14. This Amendment and the terms and conditions contained in this Amendment apply to and are binding upon the Partners' successors, assigns, executors, administrators, beneficiaries, and representatives.
  15. If any term, covenant, condition or provision of this Amendment is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Amendment will in no way be affected, impaired or invalidated as a result.
  16. All negotiations and understandings intended to be included in this Amendment have been included in this final written Amendment. Statements or representations which may have been made by any party to this Amendment in the negotiation stages of this Amendment may in some way be inconsistent with this final written Amendment. All such statements are declared to be of no value in this Amendment. Only the written terms contained in this final written Amendment will bind the parties.
  17. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Amendment or as the parties may later designate in writing.
  18. All of the rights, remedies and benefits provided by this Amendment will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

 

_______________________________
______________________(Partner)

 

_______________________________
______________________(Partner)

Last updated November 1, 2022

What is a Partnership Amendment?

A Partnership Amendment is a document that allows you to modify, add, or remove terms in a Partnership Agreement. It’s often attached to an existing Partnership Agreement to reflect any changes.

A Partnership Amendment is also known as a Partnership Addendum.

When should I use a Partnership Amendment?

You can use a Partnership Amendment when a company’s partners want to change their current Partnership Agreement. Whether the amendment requires the approval of all the partners or a certain number of partners will depend on how your company makes decisions on the specific term or policy being modified, added or removed.

Some circumstances that can require a Partnership Amendment include the following:

  • Adding a partner
  • An existing partner exiting the partnership
  • Changing the company’s name
  • Changing the objectives of the business
  • Discovering errors in the Partnership Agreement
  • Updating any part of the Partnership Agreement

What if there have been previous amendments in the Partnership Agreement?

If your partnership has made amendments to its agreement in the past, you need to note the previous changes in the most recent addendum. Attach the amendments to the back of the Partnership Agreement with the most recent amendments at the front. Keeping them orderly helps ensure there’s no confusion over which changes are currently in effect.

If your partnership requires significant changes to multiple terms, consider creating a new Partnership Agreement.

How do I write a Partnership Amendment?

You can easily create a Partnership Amendment by completing LawDepot’s questionnaire. Using our template ensures you complete the following necessary steps.

Step 1: State if there have been previous amendments made to the Partnership Agreement

Your Partnership Amendment needs to state whether this is the first time you're making changes to your Partnership Agreement and how many times you've modified it.

If you’ve made more than five previous amendments, you might want to consider creating a whole new agreement. 

Step 2: Include where your partnership is based

Select the province in which your partnership operates. Each province has its own partnership act, and LawDepot will tailor your amendments to comply with your location's governing rules and regulations.

The partnership acts in force in each province and territory are linked below:

Step 3: Provide details about the partnership

So there’s no confusion over which Partnership Agreement you’re amending, your document needs to include key details about the partnership. Be sure you include the partnership’s:

  • Name
  • Address
  • Purpose
  • Start date

Step 4: Include details about the partners

Your document needs to include the names of all the partners. Each partner will be listed as a witness to the amendments and must provide their signature.

Include each partner’s name, address, and whether they’re an individual or business entity (e.g., a corporation or another general partnership).

Step 5: Describe the amendment(s) you’re making

Specify which clauses you're amending and what the changes are. When writing amendments, consider these tips:

  • Limit your clauses to one paragraph. If you need a second paragraph, add another clause.
  • Make a note of any defined terms in the Partnership Agreement (identified by capital initial letters) and use these consistently in the amending clauses.
  • Identify any clauses you are amending by referencing the clause number or section heading in the Partnership Agreement.
  • Don't use personal pronouns (e.g., we, you, they, our), as the meaning can be ambiguous. Instead, use defined terms when referring to the parties in the agreement.

Step 6: Include necessary additional clauses

You can also include additional clauses that aren’t amending existing clauses in your Partnership Agreement if necessary.

Step 7: Sign the document

Complete your amendments by having all the partners sign the document. 

Although witnesses aren’t required to make the changes legally binding, you can include them if you wish. 

Related Documents

  • Partnership Agreement: Outline the rules of a partnership and the rights and responsibilities of the partners.
  • Business Plan: Outline the goals, operations, and decision-making processes for a new or existing business. It can also be presented to investors as a business proposal to secure funding.
  • Notice of Withdrawal from Partnership: Inform the other party or parties in a business relationship that one or more partners is leaving.
  • Assignment of Partnership Interest: Allow a business partner to transfer their stake in a partnership to a third party.
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