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Guide To Law Firm Partnership Agreements
Guide To Law Firm Partnership Agreements provides practical guidance for attorneys forming, operating and updating law firm partnerships. The 2026 Edition covers partnership structures, fee and compensation arrangements, financial management, governance, ethical considerations and planning for partner transitions and dissolution.
Publisher: Matthew Bender
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Guide To Law Firm Partnership Agreements is a practice-focused treatise for attorneys who are establishing a new firm, revising an existing partnership agreement or advising on partner admissions, exits and succession planning. Written by Mark Muntean, this single-volume resource blends partnership law, professional responsibility considerations and day-to-day operational guidance for law firm leadership.
The 2026 Edition addresses the full lifecycle of a law firm partnership agreement, including:
- Formation and structure considerations for law firm partnerships
- Selecting an entity structure, including partnerships, LLPs and LLCs
- Fee arrangements, profit sharing and partner compensation approaches
- Financial management, equity transactions and partner buyouts
- Admission, withdrawal and dissociation of partners
- Governance, voting, committees and decision-making procedures
- Dispute resolution planning, unfinished business issues and dissolution risks
- Ethics and professional conduct issues tied to client relationships, fees and funds
- Tax, regulatory and compliance considerations, including audit rules and employment taxes
- Ongoing review, revision and amended and restated agreement practices
In addition to detailed analysis supported by case law and professional conduct rules, the book includes practical tools to support drafting and negotiation. Appendices provide sample partnership agreements and dissolution materials to help practitioners document key terms and plan for change.
Updated annually, Guide To Law Firm Partnership Agreements helps law firms strengthen internal governance, reduce avoidable conflict and support long-term sustainability through well-structured agreements and clear partner expectations.
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Chapter 1— An Introduction to Law Firm Partnership Agreements
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§ 1.01 Background
§ 1.02 Formation and Structure of a Law Firm Partnership
§ 1.03 Legal Fees
§ 1.04 Financial Management
§ 1.05 Compensation and Benefits for Partners
§ 1.06 Admission and Withdrawal of Partners
§ 1.07 Management and Decision-Making Processes
§ 1.08 Dispute Resolution and Dissolution
§ 1.09 Ethical Considerations and Professional Conduct
§ 1.10 Tax and Regulatory Compliance
§ 1.11 Review and Revision of Partnership Agreements
Chapter 2— Partnership Types and Formation
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§ 2.01 Introduction
§ 2.02 General Partnership
§ 2.03 Limited Partnerships
§ 2.04 Limited Liability Partnerships
§ 2.05 Limited Liability Company
§ 2.06 Law Firm Partnership Formation
Chapter 3— Structure of a Law Firm Partnership
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§ 3.01 Structure of a Law Firm
§ 3.02 Formation of a Law Firm Partnership
§ 3.03 Identification of Law Firm Partners
§ 3.04 Structure of a Law Firm Partnership Absent a Partnership Agreement
§ 3.05 Adoption of Law Firm Partnership Agreements
§ 3.06 Common Law Firm Partner Classifications
§ 3.07 Non-Partner Firm Lawyers
§ 3.08 Roles and Responsibility of Partners in a Law Firm
Chapter 4— Law Firm Financial Management
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§ 4.01 Financial Management
§ 4.02 Partners Equity Transactions
§ 4.03 Admission of a Partner
§ 4.04 Buyout of Dissociating Partners
§ 4.05 Rights on Rescission of Partnership Agreement for Fraud or Misrepresentation
§ 4.06 Rights of Retiring Partner or Estate of Deceased Partner When Business Is Continued
Chapter 5— Profit Sharing, Compensation
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§ 5.01 What Constitutes Partnership Profit and Income
§ 5.02 Contributions of Property to Partnership
§ 5.03 Distribution of Profits and Partnership Income
§ 5.04 Partnership Distributions and Liquidation of Interests
§ 5.05 Sale of Partnership Interest
§ 5.06 Rights of Partnership
§ 5.07 Partners' Interest in Partnership
Chapter 6—Deferred Compensation
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§ 6.01 Generally
§ 6.02 Defined Benefit Plans
§ 6.03 Defined Contribution Plans
§ 6.04 Nondiscrimination Rules
§ 6.05 Limitations on Qualified Plans
§ 6.06 Uses of the Qualified Plan
§ 6.07 Plan Assets
§ 6.08 The Further Consolidated Appropriations Act, 2020 Including the Secure Act
§ 6.09 The Secure Act 2.0
§ 6.10 Nonqualified Compensation
§ 6.11 Section 409A Requirements
§ 6.12 Basic Unfunded, Unsecured Non-Qualified Deferred Compensation Plan
§ 6.13 Quasi-Funded Plans
§ 6.14 Commonly Used Types of Non-Qualified Deferred Compensation Plans
§ 6.15 Law Firm Tax Deduction
§ 6.16 Growth
§ 6.17 ERISA
§ 6.18 Payment of Benefits
§ 6.19 Other Considerations
Chapter 7— Other Benefits
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§ 7.01 Benefits Generally
§ 7.02 Working Condition Fringe
§ 7.03 Cafeteria Plans
§ 7.04 Health, Life-insurance, and Other Benefits Above Broad-Based Attorney Plans
§ 7.05 Law Firm Provided Continuing Education
Chapter 8— Admission and Withdrawal of Partners
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§ 8.01 Admission of Partners
§ 8.02 Admission, Powers, and Duties of Limited Partners
§ 8.03 Dissociation of Limited Partners
§ 8.04 Withdrawal and Termination
§ 8.05 Distinction Between Dissociation, Dissolution, Winding Up, and Termination in all Partnerships
§ 8.06 Events Causing Dissolution and Winding Up
§ 8.07 Rights of Partners on Dissociation or Dissolution
§ 8.08 Rights on Rescission of Partnership Agreement for Fraud or Misrepresentation
§ 8.09 Rights of Retiring Partner or Estate of Deceased Partner When Business Is Continued
§ 8.10 Liability of Partners and Partnership
§ 8.11 Winding Up Partnership Affairs
§ 8.12 Sale, Liquidation, Termination of a Partnership Interest
§ 8.13 Other Events Impacting Partnership Continuation
§ 8.14 Allocation of Fees from Unfinished Business in an Incorporated Law Firm
Chapter 9— Management and Decision-Making Processes
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§ 9.01 Background
§ 9.02 Management of Partnership Affairs
§ 9.03 Management of Limited Partnership's Activities
§ 9.04 Partnership Voting
§ 9.05 Law Firm Partnership Committees
Chapter 10— Partnership Dispute Resolution
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§ 10.01 Introduction
§ 10.02 Frequent Causes Of Partnership Disputes
§ 10.03 Breach of Partner Fiduciary Duties and Partnership Disputes
§ 10.04 Breach of Partnership Agreement
§ 10.05 Partner Fee Disputes
§ 10.06 Resolution of Disputes
§ 10.07 Unfinished Business
§ 10.08 Dissolution Actions and Issues
Chapter 11— Partnership Dissolution, Liquidation, and Winding Up
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§ 11.01 Introduction
§ 11.02 Dissolving the Partnership
§ 11.03 Process of Dissolution, Winding Up, and Cancellation
§ 11.04 Winding Up Partnership Activities
§ 11.05 Certificate of Cancellation
§ 11.06 Acts of Partner Binding Partnership after Dissolution
§ 11.07 Liability of General Partner after Dissolution
§ 11.08 Disposing of Claims Against a Partnership
§ 11.09 Notice of Dissolution
§ 11.10 Application of Assets to Satisfy Obligations to Creditors
§ 11.11 Allocation of Fees from Unfinished Business in the Law Firm
Chapter 12— Bankruptcy and the Failure of the Law Partnership
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§ 12.01 Introduction
§ 12.02 Chapter 7 Bankruptcy
§ 12.03 Chapter 11 Bankruptcy
§ 12.04 Other Issues in Bankruptcy
Chapter 13— Ethical Considerations and Professional Conduct
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§ 13.01 Introduction
§ 13.02 Attorney-Client Relationship
§ 13.03 Nature of Attorney-Client Relationship
§ 13.04 Scope of Attorney's Authority
§ 13.05 Business Transactions With Clients
§ 13.06 Sexual Relations With Client
§ 13.07 Fees
§ 13.08 Handling Clients' Funds
§ 13.09 Termination of Attorney-Client Relationship
§ 13.10 Dispute-Resolution Mechanisms
Chapter 14— Tax Matters, Regulatory, and Compliance
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§ 14.01 Background
§ 14.02 Federal Taxation of Partnership Income
§ 14.03 Substantial Economic Effect
§ 14.04 Limited Partnership Taxation
§ 14.05 Limited Liability Partnership Taxation
§ 14.06 Property With Built-In Gain or Loss
§ 14.07 Loss Allowance
§ 14.08 Tax Year of Partnership
§ 14.09 The New Partnership Audit Rules
§ 14.10 Liability for Sales Taxes on Termination
§ 14.11 Employment Taxes on Partnership Income
§ 14.12 Qualified Business Income Deduction
Chapter 15— Review and Revision of Partnership Agreements
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§ 15.01 Background
§ 15.02 Amended and Restated Partnership Agreement
§ 15.03 Partner Contributions and Profit Sharing
§ 15.04 Managing Partner and Decision-Making Authority
§ 15.05 Tax Revisions
§ 15.06 Changes in Partnership Law
§ 15.07 Succession - Retirements, Dissociation, New Partner Planning
Appendices
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Appendix 1—Sample General Partnership Agreement
Appendix 2—Sample Limited Partnership Agreement
Appendix 3—Sample Limited Liability Partnership Agreement
Appendix 4—Sample Dissolution And Termination Agreement
Index
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Table of Cases
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Table of Statutes
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