Getting an AI-drafted partnership agreement checked

A partnership agreement produced with an AI drafting tool may be written for a US general partnership, an LLC or a limited partnership, with capital accounts, managing partners and dissolution provisions from those models. In England and Wales a general partnership is governed by the Partnership Act 1890, which fills every gap the agreement leaves with rules the partners may not want, and an LLP is a different structure under a different Act. I review the agreement against the Act and the structure the partners intend, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Partners in professional practices, trades, agencies, consultancies and family businesses in England and Wales who have drafted a partnership agreement using an AI tool, whether for a new partnership, the admission of a partner or the formalisation of an existing one, and want it checked and corrected before it is signed. The review is of the client's own document.

What the review checks in an AI-drafted partnership agreement

Partnership, LLP or company: what the draft describes and what the partners intend

Two or more persons carrying on a business in common with a view of profit are partners under section 1 of the Partnership Act 1890, and a general partnership has no separate legal personality and no limited liability. A limited liability partnership is a body corporate incorporated under the Limited Liability Partnerships Act 2000, with members rather than partners and a members' agreement rather than a partnership agreement. An AI draft may describe an LLP's protections for a general partnership, or an LLC's structure for either. The review identifies which structure the partners have or intend and drafts for it.

The default rules the Act applies where the agreement is silent

Where the agreement says nothing, section 24 of the Partnership Act 1890 provides that partners share profits and losses equally, that every partner may take part in management, that decisions are by majority except for a change in the nature of the business, and that no partner is entitled to remuneration for acting in the business. Under section 26 a partnership at will can be dissolved by any partner giving notice, and under section 33 the death or bankruptcy of a partner dissolves the partnership unless the agreement provides otherwise. The review checks every point on which the draft is silent and states the partners' own rule so that the defaults do not apply by accident.

Joint liability and the partner who binds the firm

Every partner is liable jointly with the other partners for the firm's debts under section 9 of the Partnership Act 1890, and each partner is the agent of the firm for the purposes of its business, so that a partner acting in the ordinary course binds the others. An AI draft may state that partners are liable only to the extent of their capital, which is not the law for a general partnership. The review states the position accurately, adds authority limits between the partners with an indemnity for a partner who exceeds them, and advises on an LLP or a company where limited liability is what the partners want.

Capital, profit shares, drawings and accounts

The review checks the capital each partner contributes and whether it carries interest, the profit-sharing ratio and whether it differs from the capital ratio, drawings and their reconciliation to profit, the treatment of losses, the accounting date and the accountants, and the partners' rights to inspect the books. An AI draft's capital accounts and allocation provisions may be built on US tax rules, and the review restates them for a UK partnership, whose tax position is a matter for the partners' accountant.

Decisions, duties, disputes and restrictive covenants

The agreement should set the decisions that need unanimity, those that need a majority and those a managing partner may take, the partners' duties of good faith and disclosure to each other, restrictions on competing with the firm, and a dispute procedure, since the Act's answer to an unresolvable dispute is dissolution. Restrictive covenants on an outgoing partner must protect a legitimate interest and go no further than reasonable, applying Tillman v Egon Zehnder Ltd [2019] UKSC 32 on severance, and the review drafts them for the firm's clients and staff, and drafts the confidentiality provisions to the standard of the Trade Secrets (Enforcement, etc.) Regulations 2018.

Leaving, expulsion, death and the continuing firm

The provisions that matter most are those for a partner leaving: retirement on notice, expulsion for defined grounds, death or incapacity, the valuation and payment of the outgoing partner's share, the continuing partners' right to carry on the business and use its name, and the indemnity to the outgoing partner for the firm's debts. Without them, the Act dissolves the partnership, and the review adds a continuation clause, a valuation mechanism, payment terms with interest under the Late Payment of Commercial Debts (Interest) Act 1998, and the notice to be given to clients and suppliers so that the outgoing partner is not held liable for debts incurred afterwards.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted agreement says each partner's liability is limited to their capital. Is that right?

Not for a general partnership, where every partner is jointly liable for the firm's debts under the Partnership Act 1890. Limited liability needs an LLP or a company. The review states the position accurately and advises on the structure if limited liability is what you want.

We have not said what happens if a partner dies. What does the law do?

Under the Act the death of a partner dissolves the partnership unless the agreement provides otherwise, which leaves the survivors winding up the business rather than continuing it. The review adds a continuation clause with a valuation and payment mechanism for the deceased partner's share.

Should we be an LLP instead?

That depends on whether limited liability matters more than the simplicity of a general partnership, and on tax, which is for your accountant. The review identifies which structure the draft describes and what each would mean, and drafts the agreement for the one you choose.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Shareholders agreement, £995
• Getting an AI-drafted shareholders agreement checked
• Getting an AI-drafted joint venture agreement checked

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.