Operating Agreement VS Partnership Agreement: Pros, Cons, and Things You Should Know

Operating Agreement VS Partnership Agreement: Pros, Cons, and Things You Should Know

50 50 partnership pros and cons
sba partnership agreement template

50 50 partnership pros and cons

Knowing the difference between an operating and partnership agreement is crucial if you wish to start a business partnership. An operating agreement is used by limited liability corporations, generally known as LLCs, to implement how a partnership would work. Without this, businesses operating jointly are likely to collapse since the parties’ expectations do not meet and their aims are not realized.

This blog post will discuss aspects of operating agreement vs partnership agreement you need to know.

Why Is a Detailed Operating Agreement for a Partnership Important?

An operating agreement provides for things like: 

  • Who is the company’s owner
  • How many employees does the company have
  • How operations should be conducted
  • How to resolve disputes

An unambiguous operating agreement for a partnership acts as a buffer against disputes and misconceptions. Disputes are almost certain to arise in the absence of guidance and established operating procedures. Do I Need a Lawyer To Start an LLC?

What Distinguishes Operating Agreements from Partnership Agreements?

Business Licensing A partnership agreement is fairly flexible in terms of how you and your partner wish to operate your partnership, much like an LLC operating agreement. Along with the responsibilities and obligations of each partner, profits and losses are outlined. 

The laws that govern partnerships in every state, with the exception of Louisiana, are the Uniform Partnership Act (UPA) and/or the Revised Uniform Partnership Act (RPA). These agreements specify what occurs when partnerships don’t implement a partnership agreement. If you are looking to get into an agreement and seek support, then you should get an online SBA partnership agreement template.

What Exactly is a Partnership Contract?

A partnership agreement is a legal contract that specifies how two or more persons will run a small for-profit company. The partnership agreement specifies each partner’s roles within the company, their respective ownership stakes, and their share of profits and losses. A partner’s death or how a partner can leave the company are just a few examples of probable circumstances that could have an impact on the business. It also includes guidelines about how you’ll run the organization. 

A partnership agreement’s goal is to put typical business questions in writing so that you and your partner(s) won’t later find themselves at odds with one another.

Is a Partnership Agreement Better Than an Operating Agreement Really Necessary?

Absolutely. It’s crucial to have an agreement that outlines the laws and regulations applicable to the business, whether you’re starting your first business with your best friend or buying an LLC that includes a board.

It not only makes sure everything goes well on an operational level, but the important clauses in the operating agreement also help you be ready in case anything unforeseen occurs, such as when a partner dies, someone wants to purchase another’s ownership position in the business, or even when the business expands quickly or collapses. A legal contract can give safeguards. Get the link to know more information.

50 50 Partnership Pros and Cons


In a 50/50 partnerships, two equal partners benefit from the following:

  • Diversity of perspectives and abilities
  • Greater consistency in the energy of the business (partners feed off of each other’s energy)
  • Another team member’s ability to provide operational flexibility (their complementary abilities complete the management/leadership team)
  • Shared initial expenses
  • Shared risks and obligations at work, along with mutual inspiration and support.


The drawbacks of cofounder relationships that are 50/50 are as follows:

  • Having to divide the profits (again, this applies whenever you have a cofounder, regardless of the exact ownership split)
  • Employees and vendors are uncertain about who is in control
  • Persisting disputes and impasses when the founders cannot come to a consensus
  • To maintain the equitable balance functioning successfully, ongoing work and discussions are crucial

Elimination of the Distribution Important Clauses in Operating Agreement

An obligatory distribution clause, which requires the manager or member to distribute profits at certain regular periods, is a common feature of LLC operating agreements. The management or member can make discretionary distributions that function like those made by a spendthrift trust by having a condition that eliminates mandated distributions. Please contact the LegalRegistration.com team if you have any questions.

Transfer of Membership Interests is Restricted

Restricting the transfer of LLC membership interests by members will prevent any non-current individuals who are not a suitable fit for the business from subsequently joining the LLC. Existing members can still sell their membership interests, despite this. Instead, current members would be able to continue being members while having the option to either have the LLC redeem their membership interest or have the other current members perform a cross-purchase.