All templatesPARTNERSHIP DEED
THIS DEED OF PARTNERSHIP is made on 1 October 2026.
BETWEEN
(1) ANN WANJIKU NJERI;
(2) BRIAN OTIENO OMONDI;
(3) CATHERINE MAKENA GITONGA;
(together the Partners and each a Partner).
RECITALS
(A) The Partners have agreed to carry on business together in partnership under the business name Jasiri Architects Partnership.
(B) They wish to record the terms of their partnership in this Deed.
NOW THIS DEED WITNESSES as follows:
1. Definitions
In this Deed, unless the context otherwise requires:
1.1 "Act" means the Partnerships Act (Cap. 29) of the laws of Kenya.
1.2 "Business" means the business of architectural design and project management services carried on by the Partnership.
1.3 "Partnership" means the partnership constituted by this Deed.
1.4 "Capital Contribution" means, in relation to a Partner, the amount that Partner has contributed or agreed to contribute to the capital of the Partnership.
1.5 "Profit Share" means, in relation to a Partner, the proportion of the profits of the Partnership that Partner is entitled to receive under this Deed.
2. The Partnership
2.1 The Partners shall carry on the Business in partnership under the business name Jasiri Architects Partnership.
2.2 The Partnership shall commence on the date of this Deed and shall continue until it is broken up in accordance with this Deed or the Act. The Partnership is not for a fixed term.
2.3 Each Partner shall act in good faith towards the Partnership and towards the other Partners in all matters connected with the Business.
3. Capital
3.1 The Capital Contribution of each Partner is as follows:
Partner Capital Contribution
Ann Wanjiku Njeri KES 2,000,000
Brian Otieno Omondi KES 2,000,000
Catherine Makena Gitonga KES 1,000,000
3.2 The Partnership shall keep a capital account for each Partner, credited with that Partner's Capital Contribution.
3.3 No interest is payable on capital.
3.4 No Partner may add to, withdraw or vary their capital except with the agreement of all the Partners.
4. Profits and Losses
4.1 The Partners' Profit Shares are as follows:
Partner Profit Share
Ann Wanjiku Njeri 40%
Brian Otieno Omondi 40%
Catherine Makena Gitonga 20%
4.2 The Partners shall share the profits of the Partnership in the proportions set out in clause 4.1 and shall bear the losses of the Partnership in the same proportions.
4.3 No Partner is entitled to remuneration for acting in the Business unless all the Partners agree in writing.
5. Management and Decisions
5.1 All Partners may participate in management; day-to-day operations are delegated to Ann Wanjiku Njeri as Managing Partner.
5.2 A difference arising out of an ordinary matter connected with the Business shall be decided by the vote of a majority of the Partners, and a difference arising out of any other matter by the unanimous decision of all the Partners; whether the Partnership should bring or defend legal or arbitral proceedings is an ordinary matter.
5.3 Subject to clause 5.2, the Partners have agreed as follows:
(a) Ordinary decisions shall be made by simple majority.
(b) The admission of new partners shall require unanimity.
(c) Borrowing above KES 5,000,000 shall require unanimity.
(d) The sale of partnership assets shall require unanimity.
5.4 Each Partner shall give the time and attention the Business reasonably requires.
5.5 No Partner shall, without the consent the threshold in clause 5.3 requires, bind the Partnership outside the ordinary course of the Business.
6. Accounts and Records
6.1 Proper accounting records of the Partnership's transactions shall be kept, and those records shall be available to every Partner on request.
6.2 Every Partner shall co-operate with the person keeping those records or drawing up the accounts.
6.3 Accounts of the Partnership shall be drawn up once in every year, and a copy shall be given to each Partner.
7. Liability of the Partners
7.1 Each Partner acknowledges that this is a general partnership, that each Partner has unlimited liability, and that a Partner is personally liable for the whole amount of any obligation incurred by the Partnership while he or she is a Partner.
7.2 The Partnership shall indemnify a Partner for payments properly made by that Partner in the ordinary and proper conduct of the Business.
7.3 As between themselves, the Partners shall bear any liability of the Partnership in the proportions in which they bear losses.
8. Admission, Resignation and Expulsion
8.1 A person may be admitted as a Partner only with the consent of all the existing Partners.
8.2 A Partner may resign by giving the other Partners not less than three months' written notice.
8.3 A Partner may be expelled only in the circumstances and in the manner the Act allows.
8.4 A person who ceases to be a Partner remains liable for obligations the Partnership incurred while he or she was a Partner.
9. Break-up and Winding Up
Business and deals
Partnership agreement template (Kenya)
Also called: Partnership Deed
What it is for
Starting a business with partners and agreeing who owns and decides what.
The Kenyan law it follows
- Partnerships Act (Cap. 29) — s.12 (equal shares unless agreed), s.13(1) (no remuneration), s.14 (capital varied only if all agree; no interest on capital), s.15 (majority on ordinary matters, unanimity on others — s.15(5): cannot be varied by agreement), s.16 (records), s.22 (unlimited liability), s.26 (admission with consent of all), s.28 (resignation on not less than three months' notice), s.29 (expulsion), s.35 (break up), s.41 (order of distribution on winding up)
- Business Registration Service Act 2015
Who prepares it
You can prepare this yourself. It is still wise to have an advocate read it before you sign, especially where a lot of money or a long commitment is involved.
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Sample partnership agreement
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This is a sample for general information. It is not legal advice and may not suit your situation. Laws change, and a document has to fit your own facts; have an advocate check it before you rely on it.