Partnership Deed of Variation

Our Partnership Deed of Variation template is for use where you want to vary the terms of an existing written partnership agreement. With it you can vary just the terms you wish to, and leave the remainder of the agreement unchanged.

Take care when varying a deed

Whenever a written agreement is to be varied, ideally you would vary it in writing. Then you will have a clear record of the change going forward. This will avoid the risk of disputes later on when someone forgets or wrongly remembers what was agreed. If it is a partnership deed, rather than a simple contract, then it needs to be varied in writing and by a deed. Our partnership deed of variation covers both possibilities.

We have set it up for a partnership with 3 partners. However, you can easily adapt it for any number of partners. Just copy and paste in the additional signature clauses, etc that you need. Below you can read a preview of our guide that comes with the partnership deed of variation template when you buy it. NB here we are just showing an abbreviated version, highlighting the key points for your convenience.

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Clauses in this Partnership Deed of Variation

Party clauses – You will need to insert the names and addresses of all partners. If there are more or less than 3 partners, then add or delete the appropriate number of party clauses. Then fill in the names and addresses of all partners. Also add further signature clauses (or delete one if there are only 2 partners) at the end of the deed.

Background – In clause A, fill in the date of the original written partnership agreement. If the agreement has been varied in the past, then fill in the details of when and the relevant document(s). This should include any partnership deed of adherence or partnership deed of retirement under which new partners have been admitted to the partnership or partners have retired from the partnership.  If none of this applies, then delete the words in square brackets in this clause. Clause B simply says the partnership agreement is being varied now.

Numbered clauses in the Partnership Deed of Variation

1. Interpretation

This clause sets some basic rules of interpretation of the deed by referring to the interpretation clause of the original partnership agreement. If that clause was very brief, then you can include any of the clauses from 1.2 to 1.9 that you wish or delete them if you don’t want or need them. If you are deleting the schedule to this deed of variation (see the note on clause 3 below), then you should delete the words in square brackets in clause 1.3.

2. Variation

This clause is the main part of the deed, and effects the variation of the partnership agreement. In clause 2.1, fill in the date the variation takes effect. Alternatively state that it is to be on “this Deed’s date”. Complete or delete the remaining sub-clauses of clause 2.1 as appropriate, depending on what terms are being varied.

3. Conformed copy

A “conformed copy” is a rewritten version of the partnership agreement including all variations made before the date of this deed (if any) and also any alterations made by this deed. As such, the idea behind a conformed copy is that it is easier to read in the future than trying to read the original agreement and keep referring to the deed(s) of variation (or clause 2.1 of this deed) to check if certain clauses still apply or not. If you don’t wish to include a conformed copy, then delete the whole of clause 3 and also schedule 1.

Schedule to the Partnership Deed of Variation

As noted above in relation to clause 3, if you are keeping clause 3, then insert the “conformed” version of the partnership agreement here, as a “clean version”, i.e. not showing wording struck out (for deleted words) or underlined (for new words). If not, then delete the schedule.