Your LLC has an operating agreement. Your partnership doesn't.

You formed the LLC. You signed the operating agreement. And you've been doing business with someone, a co-venturer, another company, or the person who has worked beside you since before any of this was formal, with nothing in writing about how that deal works.

That's the gap a partnership agreement fills.

Two documents, two jobs. An operating agreement looks inward. It governs the company and its owners: who owns what, who votes, who manages, what happens when an owner leaves. A partnership agreement looks outward, at the deal itself: what the venture is, who does which work, whose money is at risk, how revenue is split, and who answers when something goes wrong. Your operating agreement can be flawless and still leave you with nothing to point to when your collaborator says the split was sixty-forty.

The same gap shows up inside a single LLC. Members often have a complete operating agreement and no written understanding of who handles which function, what happens if one of them stops producing, or how the money on a particular project works. The operating agreement answers governance questions. It was never built to answer operational ones. The three questions your operating agreement probably doesn't answer covers the overlap.

The default you may already have. In nearly every state, a partnership forms when two or more people carry on a business for profit as co-owners, whether or not they meant to form one and whether or not anything was signed. If that has happened, rules apply that almost nobody would choose:

Profits split equally, regardless of who brought more money, work, or clients. Each partner can bind the others in the apparent ordinary course of business. Liability is joint and several, so each partner is exposed to the full amount, not a share. And partners owe each other fiduciary duties whether or not anyone knew they existed.

The consequence that matters most: a default partnership sits outside your LLC. If the venture you've been running with someone was never placed inside a written structure, your LLC's liability shield may not stand between you and it.

What the agreement has to settle. The parties, named as entities if the entities are the ones doing the deal, signed by someone with authority to sign. The scope, including what each side keeps for itself. Who does what, with a consequence when someone doesn't perform. The money: what counts as revenue, what comes off the top, the split, whose account it lands in, and the right to see the books. Who bears which risk, and a plain statement that neither party can bind the other. Who owns the work product and the client relationships. And how it ends, including who gets revenue that keeps arriving after it does.

You're not starting fresh. Most of these agreements paper a deal that's already running. A good one uses an effective date that reaches back to when the deal began, reconciles the money already moved, and settles the disagreement you've both been avoiding rather than signing around it. One partner does all the work and Your business partner stopped showing up cover two of the fights a written agreement prevents.

Why it gets skipped. Because the relationship is going well. That's exactly when to write it down, because it's the only time both sides will agree on what they meant.

A partnership agreement among members, or between your company and a co-venturer, is a drafting service I offer, listed on the services page as Partnership Agreement, from $1,850.

Book a consultation if you want to talk through your arrangement first.

This is general information, not legal advice for your situation. If you want an answer for your situation, book a consultation.