What is the difference between a partnership and a registered company?

In a partnership, partners are personally liable for all the debts of the business, jointly and severally. In a registered company (Pvt Ltd or PBC under the Companies and Other Business Entities Act [Chapter 24:31]), the owners' liability is limited to what they invested. A company is also easier to sell, transfer, bank, and raise finance for. This is why most advisors recommend registering a company rather than running a bare partnership.

Partnership Agreement Template Zimbabwe (2026) — Free + How to Use It

Q: What is a partnership agreement?

A partnership agreement (also called a partnership deed) is a written contract between two or more people who agree to carry on a business together with a view to profit. It records each partner's capital contribution, how profits and losses are shared, how the business is managed, and what happens when a partner joins, leaves, dies, or the partnership is dissolved.

Q: Is a partnership agreement legally binding in Zimbabwe?

Yes. A partnership agreement is a binding contract enforceable under Zimbabwe's Roman-Dutch common law once the partners sign it. There is no specific Partnership Act in Zimbabwe, so the agreement itself governs the relationship. Where the agreement is silent, common-law defaults apply (equal profit sharing, equal management, joint and several liability). Signing before two witnesses is recommended for evidential strength.

Q: Do I need a lawyer for a partnership agreement?

Not necessarily. For a straightforward partnership between people who trust each other, a clear written agreement using a good template is usually sufficient. You should involve a lawyer where there is significant capital, property, third-party investors, or complex profit-sharing or exit arrangements. Many businesses skip the partnership entirely and register a private company for around USD $150 to gain limited liability.

Q: Where can I get a free partnership agreement template for Zimbabwe?

You can download a free, editable partnership agreement template for Zimbabwe from ZimDocs.co.zw at zimdocs.co.zw/downloads/partnership-agreement-zimbabwe.docx, or copy the ready-to-use template on this page. Replace every [bracketed] field with your own details and sign before two witnesses.

Q: Do partnerships need to be registered in Zimbabwe?

A general partnership does not need to be registered with the Registrar of Companies. However, if the partnership trades under a name that is not simply the surnames of the partners, that business name should be registered. Partners must also register with ZIMRA for tax. Limited (en commandite) partnerships should be properly documented. Many partners choose instead to register a Private Limited Company or PBC for limited liability.

Updated 2026 · Last reviewed 11 June 2026

In short: A partnership agreement is a written contract between two or more people who run a business together for profit. It records each partner's capital, profit share, duties, and how to handle a partner leaving, dying, or the partnership ending. You need one the moment you start a business with someone else and want to avoid disputes. In Zimbabwe it is binding under common law once signed.

What Is a Partnership Agreement?

A partnership agreement (also called a partnership deed) is a legally binding contract between two or more persons who agree to carry on a business together with a view to making a profit. It sets out each partner's capital contribution, how profits and losses are shared, how decisions are made, and what happens when a partner joins, retires, dies, or the partnership is dissolved.

Partnerships in Zimbabwe are governed by Roman-Dutch common law — there is no specific Partnership Act. That makes the written agreement critically important: it is the main document a court will look to if partners fall out. Where the agreement is silent, common-law defaults take over, and those defaults rarely match what partners actually intended.

Importantly, partners in a general partnership carry unlimited personal liability for the debts of the business. If the partnership cannot pay, creditors can pursue the partners' personal assets — houses, cars, savings. This single fact is why so many businesses choose to register a company instead (more on that below).

Consider a registered company first. For most ventures, forming a Private Limited Company (Pvt Ltd) or Private Business Corporation (PBC) under the Companies and Other Business Entities Act [Chapter 24:31] is safer than a bare partnership. A company limits your personal liability, is easier to sell or transfer, opens bank accounts and finance more easily, and survives the exit of any one owner. You can register one online for a flat $150 at RegisterCompany.co.zw.

When & Why You Need One in Zimbabwe

Starting a business with one or more partners — sign before you trade or take any money
Pooling capital, equipment, or property — to record who contributed what and who owns it
Unequal contributions — where partners put in different amounts of cash, assets, or effort
Bringing in a working vs a silent (en commandite) partner — to define management rights and liability
Protecting against disputes — an agreement is far cheaper than litigation when partners disagree
Planning for exit or death — to decide whether the business continues and how a leaving partner is paid out
Opening a bank account or applying for finance — banks routinely ask to see the partnership deed

Partnership, Company or Shareholder Agreement?

Structure	Liability	Best for
General Partnership	Unlimited — partners' personal assets at risk	Simple, low-risk ventures between trusted people
Limited / En Commandite Partnership	Silent partners limited to their investment	One active partner plus passive investors
Private Limited Company (Pvt Ltd)	Limited to shares subscribed	Growth businesses, multiple owners, raising finance
Private Business Corporation (PBC)	Limited to members' contributions	Small businesses wanting limited liability simply

If you incorporate, the company equivalent of a partnership agreement is a shareholder agreement. For a PBC, the member relationship is set out in the PBC's documents issued on registration.

Key Clauses in a Partnership Agreement

Clause	What it covers
Partnership Name & Purpose	The trading name and the business the partnership will carry on
Commencement & Duration	When the partnership starts and whether it is for a fixed term or at will
Capital Contributions	How much each partner contributes — cash, assets, property, or skills
Profit & Loss Sharing	How profits and losses are divided (equal, proportional to capital, or agreed ratios)
Management & Decisions	Who manages, and whether decisions are unanimous, by majority, or delegated
Drawings & Salaries	How much each partner may withdraw and any partner salaries
Banking & Accounts	Signing authority, bookkeeping, and the financial year-end
Admission of New Partners	The process and consent required to bring in a new partner
Retirement & Exit	Notice periods and how a leaving partner's share is valued and paid out
Death or Incapacity	Whether the partnership dissolves or continues with the remaining partners
Restraint of Trade	Non-compete and confidentiality obligations
Dispute Resolution	Mediation then arbitration under the Arbitration Act [Chapter 7:15]
Dissolution	How and when the partnership is wound up and assets distributed

What Happens Without a Written Agreement

If partners have no written agreement, Roman-Dutch common-law defaults apply, and they are rarely what anyone wanted:

Profits and losses are shared equally, regardless of who contributed more capital
All partners have equal management rights, regardless of involvement
Any partner can dissolve the partnership at any time by giving notice
Partners are jointly and severally liable for every partnership debt

Registering a company in Zimbabwe?

A partnership leaves your personal assets exposed. A registered company protects them. Instead of a bare partnership, formalise it as a registered company — we do it 100% online for a flat $150 (pay by card or EcoCash / OneMoney) and hand you your certificate of incorporation plus your statutory documents.

Documents like share certificates, the register of members, and the first directors' resolution are issued as part of registration — you do not have to draft them yourself.

Register your company for $150 →

Free Partnership Agreement Template (Zimbabwe)

Copy the template below, or download the editable Word version. Replace every [bracketed] field with your details and sign before two witnesses.

Partnership Agreement

Governed by the common law of Zimbabwe

ENTERED INTO BY AND BETWEEN:

PARTNER 1: [Full Name] ID No: [______________]
Address: [_________________________________]
Contact: [Phone] Email: [______________]

AND

PARTNER 2: [Full Name] ID No: [______________]
Address: [_________________________________]
Contact: [Phone] Email: [______________]

(add further partners as required)

1. FORMATION AND NAME
The parties hereby agree to carry on business together in partnership under the name “[PARTNERSHIP NAME]” (“the Partnership”).

2. BUSINESS AND PURPOSE
The business of the Partnership shall be: [describe the business activity, e.g., general trading / consulting / retail].
The principal place of business shall be: [_________________________________].

3. COMMENCEMENT AND DURATION
(a) The Partnership commences on [DATE].
(b) The Partnership shall continue [indefinitely until dissolved / for a fixed term of [NUMBER] years].

4. CAPITAL CONTRIBUTIONS
Each partner shall contribute capital as follows:
Partner 1: USD [AMOUNT] [cash / assets described: ___]
Partner 2: USD [AMOUNT] [cash / assets described: ___]
Additional capital shall only be required by unanimous written agreement of all partners.

5. PROFIT AND LOSS SHARING
(a) Net profits and losses shall be shared in the following proportions:
Partner 1: [___]% Partner 2: [___]%
(b) Profits shall be determined after preparation of annual financial statements as at [YEAR-END DATE].

6. DRAWINGS
Each partner may draw USD [AMOUNT] per month against their profit share. Drawings in excess of a partner's profit share shall be repaid.

7. BANKING
(a) A bank account shall be opened in the name of the Partnership at [BANK].
(b) Cheques and payments require the signature of [any one partner / any two partners].

8. MANAGEMENT AND DECISIONS
(a) Each partner shall devote [full time / [NUMBER] hours per week] to the business.
(b) Ordinary decisions shall be taken by [majority]; the following require unanimous consent: admitting a new partner, borrowing above USD [AMOUNT], disposing of partnership assets, and changing the nature of the business.

9. BOOKS AND ACCOUNTS
Proper books of account shall be kept at the principal place of business and shall be open to inspection by every partner at all reasonable times. Annual financial statements shall be prepared within [3] months of each year-end.

10. ADMISSION OF NEW PARTNERS
No person shall be admitted as a partner except with the unanimous written consent of all existing partners and on signing a deed of adherence to this Agreement.

11. RETIREMENT AND EXPULSION
(a) A partner may retire on giving [3] months' written notice.
(b) A partner's share shall be valued as at the date of retirement based on the latest financial statements [plus / less] [agreed adjustments] and paid out over [PERIOD].
(c) A partner who commits a serious breach may be expelled by the unanimous decision of the other partners.

12. DEATH OR INCAPACITY OF A PARTNER
On the death or permanent incapacity of a partner, the Partnership shall [continue between the remaining partners / dissolve]. The outgoing partner's share shall be paid to [the partner / their estate] in accordance with clause 11.

13. RESTRAINT OF TRADE AND CONFIDENTIALITY
During the Partnership and for [12] months after leaving, no partner shall carry on a competing business within [AREA], nor disclose confidential information of the Partnership.

14. DISPUTE RESOLUTION
(a) Disputes shall first be referred to mediation by a mutually agreed mediator.
(b) Failing settlement within [30] days, the dispute shall be referred to arbitration under the Arbitration Act [Chapter 7:15].

15. DISSOLUTION
On dissolution, the assets of the Partnership shall be applied first to pay debts and liabilities, then to repay partners' capital, and the balance distributed in the profit-sharing proportions in clause 5.

16. GENERAL
(a) This Agreement constitutes the entire agreement between the partners.
(b) Any amendment must be in writing and signed by all partners.
(c) This Agreement is governed by the laws of Zimbabwe.

SIGNED at [PLACE] on this [DAY] day of [MONTH], [YEAR].

____________________________
Partner 1
Name: _______________
Date: _______________

____________________________
Partner 2
Name: _______________
Date: _______________

WITNESS 1: Name: _______________ ID: _______________ Signature: _______________

WITNESS 2: Name: _______________ ID: _______________ Signature: _______________

Download Free Partnership Agreement Template

Editable Word version — fill in the [bracketed] fields with your details

⬇ Download Free Template

Free editable template — sign before two witnesses.

Or register a company for $150 →

Common Mistakes to Avoid

1. Trading on a Handshake

The single biggest mistake is starting a business with a partner and never writing anything down. When money starts coming in — or running out — memories of “what we agreed” diverge fast. Put it in writing before you trade.

2. Ignoring Unlimited Liability

Many partners do not realise that in a general partnership their personal assets are on the line for the whole of the business's debts. If limiting your risk matters, register a Pvt Ltd or PBC instead.

3. No Exit or Death Clause

Failing to say what happens when a partner wants out, falls ill, or dies is a recipe for a frozen business and a dispute with an estate. Always include valuation and buy-out terms.

4. Vague Profit-Sharing

“We'll split it fairly” is not a clause. State the exact percentages and the year-end on which profit is calculated.

5. No Decision-Making Rules

Without rules on what needs unanimous versus majority consent, one partner can bind the others to debts and contracts. Define decision thresholds clearly.

6. Forgetting ZIMRA

Partnerships are tax-transparent — each partner declares their share of profit personally — but partners must still register with ZIMRA and file returns.

Frequently Asked Questions

What is a partnership agreement?

A written contract (partnership deed) between two or more people who carry on a business together for profit. It records each partner's capital, profit share, duties, and what happens when a partner joins, leaves, dies, or the partnership is dissolved.

Is a partnership agreement legally binding in Zimbabwe?

Yes. It is a binding contract enforceable under Roman-Dutch common law once signed. There is no Partnership Act, so the agreement itself governs the relationship; where it is silent, common-law defaults apply. Sign before two witnesses for evidential strength.

Do I need a lawyer for a partnership agreement?

Not always. A clear written agreement from a good template is usually enough for a simple partnership. Use a lawyer where there is significant capital, property, outside investors, or complex exit terms. Many businesses instead register a company for around $150 to get limited liability.

Where can I get a free partnership agreement template?

Download a free editable template from zimdocs.co.zw/downloads/partnership-agreement-zimbabwe.docx, or copy the ready-to-use template on this page. Replace every [bracketed] field and sign before two witnesses.

Do partnerships need to be registered in Zimbabwe?

A general partnership does not need company registration, but should register its business name if it differs from the partners' surnames, and must register with ZIMRA for tax. Many partners instead register a Pvt Ltd or PBC for limited liability.

Partnership vs registered company?

Partners have unlimited personal liability for all business debts. In a registered company under the Companies and Other Business Entities Act [Chapter 24:31], owners' liability is limited to what they invested, and the business is easier to sell, bank, and finance. Incorporation is usually recommended.