Corporate Advisory · Partnership Agreements
Shared terms, written down — before the situations that test them arise.
Business partnerships work well when the terms are understood by both sides. They work better when those terms are written down and each clause is explained before anyone signs.
← Back to Home Arrange a ConsultationWhat this engagement delivers
An agreement that reflects what was actually discussed
Most partnership difficulties do not begin with disagreement. They begin with two people who each understood the arrangement differently, and who had no written record to refer to when that difference became apparent. The contribution each party makes, how decisions are reached, what happens when one person wants to leave, how a deadlock is resolved — these are the things that need to be discussed and recorded before the venture begins.
This engagement produces a drafted agreement that covers those provisions, with each clause explained so that both parties understand what they are agreeing to. Where separate discussions with each party are appropriate, those take place before the drafting begins.
Structured discussion of the situations partners avoid raising
The questions that partners tend not to raise voluntarily — exit, deadlock, what happens if the venture fails — are raised here, where they can be addressed without pressure.
Drafted agreement with each clause explained
The agreement is drafted and then explained, clause by clause, so that both parties understand what each provision does and why it is there.
Separate discussions where appropriate
Where it is useful to speak with each party separately before drafting, those conversations take place — so that the agreement reflects considerations that might not emerge in a shared setting.
Advice on obtaining independent review
Each party receives guidance on how to obtain independent review of the agreement before signing — and why that step is worth taking.
The situation many ventures find themselves in
Operating without written terms
A significant number of business partnerships — including those that have been operating for years — have no written agreement. The arrangement between the parties exists in a series of conversations, some emails, and a shared understanding that has never been tested in writing. This is not unusual, and it is not a criticism. Partnerships often begin in conditions where the relationship is strong and the future looks straightforward.
The difficulty is that the situations a partnership agreement is designed to address are precisely the ones that are hard to discuss once the relationship becomes strained. By the time a partner wishes to exit, or a decision becomes contested, or profit distribution becomes a source of friction, the window for reaching a considered written agreement has usually closed.
New ventures face a version of the same problem. The early period of a partnership — when enthusiasm is high and goodwill is strong — is also the period when it feels least necessary to address what happens if things go wrong. Terms that seem obvious to both parties at the start often turn out to have been understood differently once something tests them.
This engagement is appropriate for new ventures who want to begin on a clear footing, and for existing partnerships whose arrangement has never been reduced to writing. Both situations benefit from the same structured process.
The advisory approach
How the agreement is prepared
The engagement begins with a structured discussion that covers the principal provisions of any partnership agreement: what each party contributes, how day-to-day decisions are made, how significant decisions are made, how profits are distributed, and what each party's obligations are to the venture.
The discussion then moves to the provisions that partners tend not to raise voluntarily — what happens when one party wishes to leave, whether the remaining party has a right to acquire the departing party's share, how the value of that share is calculated, and how a deadlock would be resolved if the partners reach an impasse on a significant decision.
Where it is useful to speak with each party separately — because one party has a concern that is difficult to raise in a shared setting, or because their understanding of the arrangement differs in a way that needs to be understood before drafting begins — those separate discussions take place as part of the process. The agreement is then drafted, with each clause accompanied by an explanation in plain terms.
Structured discussion with the partners
The principal provisions and the difficult ones are both addressed — in a structured setting where the questions are asked directly.
Separate discussions where appropriate
Where useful, each party is spoken to separately before drafting — so that the agreement reflects the full picture.
Drafting with clause explanations
The agreement is drafted and each clause is explained in plain terms, so both parties understand what they are signing.
Guidance on independent review
Each party receives advice on obtaining independent review before signing — the step that completes the process properly.
Working together
What the process looks like from your side
Discussion
Structured conversations with the partners — and where appropriate, separately with each — cover all the provisions the agreement needs to address.
Drafting
The agreement is drafted and returned with a clause-by-clause explanation. Both parties can review what each provision means before any further step.
Independent review
Each party receives guidance on obtaining independent review. The agreement takes effect once both parties have had that opportunity and are satisfied with the terms.
The engagement runs three to five weeks, depending on the complexity of the arrangement and whether separate discussions with each party are required. The timeline is agreed at the outset.
Advisory fee
The Investment
¥37,000
Fixed fee · No surprises
Structured discussion of all principal partnership provisions
Coverage of exit provisions, deadlock resolution, and valuation
Separate discussions with each party where appropriate
Drafted agreement with each clause explained in plain terms
Advice to each party on obtaining independent review
Three to five week engagement with agreed timeline
The fee covers the complete engagement from initial discussion through to delivery of the drafted agreement and clause explanations. The fee is agreed at the outset and does not change during the engagement.
Approach and framework
What the agreement covers and why
A partnership agreement is not designed for the situations the partners are currently imagining. It is designed for the situations they are not. The provisions that matter most — exit, deadlock, what happens if one partner's circumstances change significantly — are rarely relevant in the early period of a venture. They become relevant precisely when the relationship between the partners makes them difficult to discuss.
The process here is structured to surface those provisions in a context where they can be addressed clearly. The questions are asked directly. Where an answer reveals that the partners have understood something differently, that is identified and worked through before the drafting begins.
The drafted agreement and its accompanying explanations serve as the record of what was agreed. The guidance on independent review is provided so that each party can satisfy themselves — separately — that the agreement reflects what they intended before it takes effect.
Contribution and decision-making
What each party contributes — capital, labour, intellectual property — and how decisions are made at both routine and significant levels are addressed clearly and recorded in the agreement.
Profit distribution
How profits are distributed, on what basis, and at what intervals — including what happens to profits that are reinvested rather than distributed.
Exit provisions
What happens when one party wishes to leave, whether the remaining partner has a right to acquire their share, and how the value of that share is determined.
Deadlock resolution
How a genuine impasse — where the partners cannot agree on a significant matter — is resolved without the venture being paralysed or forced into dissolution.
Commitment and approach
What you can rely on
The fee is fixed
The quoted fee covers the full engagement — discussions, separate conversations where appropriate, drafting, and clause explanations. It does not change during the engagement.
The difficult questions are asked
The provisions that partners tend to avoid — exit, deadlock, failure — are raised here, where they can be addressed without the pressure of an existing dispute.
Each party is considered separately
Where separate discussions would produce a more complete picture, they take place. The agreement reflects what each party actually intends, not only what both were willing to say in a shared setting.
No obligation on initial enquiry
Describing your situation through the contact form carries no obligation. The initial exchange is to understand the nature of the arrangement and whether this engagement is appropriate for it.
How to proceed
The path from here
Send an enquiry
Describe the arrangement briefly — whether it is a new venture or an existing partnership, how many parties are involved, and what the principal activity of the venture is.
Confirm the engagement
A response follows within two working days with a confirmed scope, fixed fee, and proposed timeline of three to five weeks. The engagement begins on written confirmation.
Receive your agreement
You receive the drafted agreement with full clause explanations, and guidance for each party on obtaining independent review before signing.
Both new ventures and existing partnerships benefit from starting with a description of the arrangement as it currently stands — what each party does, what they contribute, and what has been understood between them, however informally.
Partnership Agreement Preparation · ¥37,000
Put the arrangement into writing while it is still easy to do so
Describe your situation through the contact form. A response follows within two working days, and the initial exchange carries no obligation.
Send an EnquiryOther advisory services
Explore other areas of focus
Civil
Debt Recovery Advisory
For companies with unpaid commercial invoices. Documentation review, limitation period analysis, and an honest assessment of recovery prospects — including where the cost may outweigh the sum.
Consumer
Consumer Contract Advice
For individuals uncertain whether an agreement binds them as the other party asserts. Covers cancellation rights, potentially unenforceable terms, and routes through consumer affairs bodies.