Service · Business Formation
Written terms let partners work
without the weight of the unspoken.
Agreements between business partners that address contribution, decision-making, exit and the situations nobody raises in the first conversation — because those are precisely the ones that matter later.
Back to Home Speak with UsWhat a well-prepared partnership agreement provides
A partnership agreement does not anticipate every difficulty — no document could. What it does is establish, in advance and in writing, how certain situations would be handled: who makes which decisions, what happens when one partner wants to leave, how profits are distributed, what a deadlock looks like and how it is resolved.
Raising these questions before they arise is easier than addressing them once a disagreement has already begun. This service provides a structured way to have those conversations and turn the outcomes into a document that holds.
The agreement is drafted and each clause is explained in plain terms — so both parties understand what they are signing, not just that they have signed something.
Where appropriate, we speak with each party separately — so that each has a space to raise concerns or questions they might not raise jointly.
We advise each party to obtain independent legal review before signing. This is stated plainly, not glossed over.
When partners begin without written terms
Business partners often begin their arrangements on a basis of mutual trust and enthusiasm — which is reasonable. The early phase of a venture is not a natural moment to raise questions about what would happen if one party wanted out, or how a disagreement about direction would be resolved.
But those questions do not go away. They arrive later, when the relationship is under strain and the absence of written terms has become a source of uncertainty rather than a background assumption.
This service is suited to partners beginning a new venture and to those in an existing arrangement who have been operating without written terms and would like to put that right.
Plain language pair
Deadlock provision
A clause in a partnership agreement that sets out what happens if the partners reach an impasse they cannot resolve — equal votes on both sides, no agreement possible. Options include a casting procedure, an external determination, or a mechanism to separate the business.
Plain language pair
Exit clause
A term describing what happens when one party wants to leave the partnership — how their share is valued, who may buy it, over what period payment may be made, and whether the remaining partners have the option to continue.
How the agreement is prepared
The process takes three to five weeks, including separate discussions with each party where that is useful. We begin by understanding the shape of the arrangement: what each party contributes, how decisions are made, how profits are currently distributed and how each party would prefer to handle a departure.
We raise the situations partners tend not to raise voluntarily — not to create concern, but because these are precisely the situations an agreement is designed to address. A question avoided in preparation becomes a dispute in practice.
The drafted agreement is provided with each clause explained. Both parties are advised to take independent legal review before signing. We make that recommendation plainly and without qualification.
Matters the agreement addresses
Contribution by each party — financial, operational, time
Decision-making — which decisions require both parties and which can be made by one
Profit and loss distribution
What happens when one partner wishes to leave
Deadlock resolution mechanism
How the preparation proceeds
Initial discussion
Both parties, together or separately, describe the arrangement and what each brings to it. There is no requirement to have thought everything through at this stage.
Separate conversations
Where useful, we speak with each party individually. Questions that might be difficult to raise jointly are raised here instead.
Draft and explanation
The agreement is drafted and shared with each clause explained. Questions on the draft are answered before it is finalised.
Independent review
Each party is advised to obtain independent legal review before signing. We state this plainly and allow time for it.
A single fixed fee for the full preparation
The service is priced at ¥36,000. This covers all discussions with the parties — jointly and separately where appropriate — the drafted agreement, clause-by-clause explanation and the time to answer questions on the draft.
The process takes three to five weeks from first contact to a finalised draft ready for independent review. Revisions based on questions raised during that process are included within the fee.
Substantial changes of direction after the draft is produced — if the nature of the arrangement changes materially — would be discussed separately. This situation is unusual in practice.
What is included at ¥36,000
Joint and separate discussions with each party
Structured discussion of situations partners tend not to raise voluntarily
Drafted agreement with each clause explained in plain terms
Questions on the draft answered before finalisation
Advice to each party on obtaining independent review
What a prepared agreement provides over time
A partnership agreement does not prevent disagreements. What it does is provide a basis on which disagreements can be managed — a shared reference point that both parties have already agreed to, at a time when they were not in dispute.
The questions raised during preparation are sometimes more valuable than the document itself. The process of discussing contribution, exit and decision-making often surfaces assumptions that the partners held differently — and that is considerably easier to address before the arrangement begins than during it.
The agreement can be updated as the arrangement evolves. That is a separate conversation, handled in the same way as the original — with the same care and the same recommendation for independent review.
Timing reference
Timeline is indicative. Matters involving more complex arrangements or material that requires additional discussion may take longer.
What this service commits to
The preparation process is designed to produce a document that both parties actually understand — not one that covers every eventuality in language that neither can follow. Where legal terminology is necessary, an ordinary-language explanation accompanies it.
Each party is given the opportunity to raise concerns separately. We do not assume that everything relevant will be said when both parties are in the same conversation.
We recommend independent legal review for each party before signing, and state this clearly. An initial enquiry about this service carries no fee and no obligation.
What we commit to
Each clause drafted in plain language and explained
Opportunity for separate conversations with each party
Independent review recommended and time allowed for it
Initial enquiry carries no fee and no obligation
How to begin
Write to us
Describe the nature of the arrangement and where it currently stands — new venture, or an existing partnership without written terms. Either party may make the first contact.
Initial conversations
We speak with both parties — jointly and, where useful, separately — to understand the arrangement fully before any drafting begins.
Draft and finalise
The agreement is drafted, explained, and refined in response to questions. Each party is then advised to seek independent review before signing.
Would a partnership agreement suit your current situation?
Write to us with a description of the arrangement — what each party brings, how it currently operates, and whether it is new or established. Either partner may make the first contact.
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