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VirginiaBuilt for Virginia
Different states have different rules and regulations. Your Partnership Amendment will be customized for Virginia.

Frequently Asked Questions

Why is location important?The laws of the state you select will be used to govern and enforce this agreement and will be used to help resolve any disputes.

Typically, you would select the state in which the partnership will primarily do business.

Partnership Info

Frequently Asked Questions

What is a partnership?A partnership is a form of business organization in which two or more parties manage and operate the business with a view to making a profit. Each partner shares a fixed proportion of the partnership profits and losses. In a General Partnership, each partner will be personally liable for the debts and obligations of the company.

Amendment Count

Frequently Asked Questions

Why is the amendment count important?It is very important that the amendments be applied against the original Partnership Agreement in the order that they occurred. An incorrect timeline could alter the meaning of the final Partnership Agreement in a way that was not intended.

Partner Info

First Partner Info

Second Partner Info

Frequently Asked Questions

What is meant by partner type?A Partner can be an individual, or a business entity such as a corporation, an LLC or another general partnership.


(e.g. The Partnership Agreement will be amended by deleting Clause 31.)

Frequently Asked Questions

I need help writing my amendments.Use complete sentences when writing your amendments. Accurately describe the issue that you want to change. If you are changing an existing clause, then refer to the specific clause number that you want to change. Here are a few examples:
Example 1:
The definition of "Capital Contribution" as described in "Clause 27" will be amended by deleting the amount "$5,000 USD" and inserting the amount $10,000 USD in place of the deleted text.
Example 2:
The Partnership Agreement will be amended by adding the following term:
a) The Managing Partner will not be liable to the remaining Partners for any action or failure to act resulting in loss or harm to the Partnership
Example 3:
The existing Partners agree to the removal of Tom Smith as a partner in the Partnership. Consideration in the amount of $10,000 USD will be provided to Tom Smith constituting the current balance of the Capital Account of the dissociated Partner. The Partnership will continue in full force and effect.

Additional Clauses

No additional clauses are needed for most agreements.

Frequently Asked Questions

When should I include an additional clause?Include an additional clause if you wish to include terms that are not already addressed in any of the previous questions.Write using language that is simple and conveys ideas with the greatest possible clarity and avoids using legalese.

Legalistic StylePlain English
at the present time now
due to the fact that because; since
during such time aswhile
for the duration ofduring
inasmuch asbecause; since
in the event thatif
notwithstanding the fact that although; even if
prior to before
pursuant to under; in accordance with
subsequent toafter
that certaina
with reference toabout

Do not use several names or words to refer to the same person or thing as it could cause confusion and ambiguity by appearing to introduce new or different people or items.

Certain words were capitalized and defined already in this Agreement. For example, a partner is called the "Partner". Use the same predefined terms in your additional clauses.

Do not use pronouns such as: they, us, we, our, you, or me. Pronouns may be ambiguous and can cause confusion. e.g.:
  • Wrong: If someone's ownership interest becomes available for sale, we have a right to first purchase:
  • Right: If a Partner's ownership interest becomes available for sale, the remaining Partners have a right to first purchase.
Do not abbreviate words.

Use numerals, not words, to denote amounts.

Try not to repeat or contradict what has already been stated in the Agreement.

Only put one paragraph per additional clause.

Order your additional clauses in a logical sequence.

Make sure your meaning is clear.

Spell-check your clause.

Signing Details

Frequently Asked Questions

Does my document need to be witnessed?Most documents and contracts do not require a witness for them to be legally valid. However, many banks and other institutions have their own internal policies about signing requirements, and may refuse to accept documents that are not witnessed regardless of whether they are legally correct.

If there is a posibility of misunderstandings in the future, or if you are concerned about bureaucratic hold-ups, it may be a good idea to have your document witnessed.
Who can be a witness?Generally, the person you choose to witness a document should have no financial or other interest in the agreement. A neutral third party is the best choice. A neutral third party is someone not related to either party and who does not benefit from the contract.

Ideally a witness will observe the parties signing the document and then the witness will sign the document as proof that they witnessed the parties signing. The witness is not usually required to know or understand the contents of the document.

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