# Partnership agreement review
> Source: https://legalcode.md/skills/legalcode-partnership-agreement-review | [HTML version](https://legalcode.md/skills/legalcode-partnership-agreement-review)

Review partnership agreements — general partnerships (GP), limited partnerships (LP), and limited liability partnerships (LLP) — covering capital…

Review partnership agreements — general partnerships (GP), limited partnerships (LP), and limited liability partnerships (LLP) — covering capital contributions, profit/loss allocation and distribution waterfalls, management authority and reserved matters, partner fiduciary duties, non-compete and non-solicitation obligations, admission and withdrawal of partners, dissolution triggers and winding-up procedures, and tax allocation mechanics. Applies RUPA 1997/2013, ULPA 2001, and Delaware DRULPA for US analysis; Partnership Act 1890, Limited Partnership Act 1907, and LLP Act 2000 for UK analysis; and state-based Partnership Acts plus ITAA 1936 Division 5/5A for Australian analysis. Use when reviewing or negotiating any partnership agreement, joint venture structured as a partnership, fund limited partnership agreement (LPA), LLP members' agreement, family limited partnership (FLP), or professional partnership deed. Covers UK/US/AU with jurisdiction-agnostic markers for other common-law and civil-law systems. Identifies GREEN (acceptable), YELLOW (negotiate), RED (escalate), and STRUCTURAL (requires restructuring advice) findings. Produces confidence-scored analysis with redlines, negotiation priorities, and a Glass Box audit trail.

This skill reviews partnership agreements — general partnerships (GP), limited partnerships (LP), and limited liability partnerships (LLP) — against market-standard positions and applicable statutory frameworks. It identifies deviations, classifies their severity, generates actionable redlines, and produces a confidence-scored, auditable analysis. **Covers:** - Clause-by-clause analysis of any partnership agreement, LPA, members' agreement, or partnership deed - All partnership structures: GP, LP, LLP, PFLP (UK), DRULPA (Delaware), corporate LP (Australia) - Deviation classification (GREEN / YELLOW / RED / STRUCTURAL) - Redline generation with fallback positions - Missing clause detection - Tax allocation mechanics review (US §704(b), targeted allocations, §754) - Jurisdiction-specific statutory compliance checks - Quality-verified output with Glass Box audit trail **Does not:** - Draft new partnership agreements from scratch (see drafting-specific skills) - Provide legal or tax advice, or replace qualified counsel or tax advisers - Cover partnership structures in civil-law systems in depth (markers provided where relevant) - Apply exclusively to one jurisdiction — jurisdiction-agnostic with [JURISDICTION-SPECIFIC] markers for UK/US/AU variations and guidance on other systems This is a jurisdiction-agnostic skill. The agreement's own governing law clause determines which statutory framework applies. The review identifies the governing law early and adapts the analysis accordingly. **Primary Jurisdictions Supported:** | ...

## Jurisdictions

Global



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