When several people open a shop together, put capital, profit splits, who decides, who draws wages, and how to exit into a written agreement before opening

Without an agreement, the law sets default rules for you. Decisions need unanimous consent; profits follow each person's actual capital paid in; the person who watches the shop every day draws no wage by default. With no partnership term agreed, anyone may exit after reasonable advance notice to the others. Changing those defaults only works if written into the agreement in advance.

Cost

No money. Sit down once or twice with the partners, write about ten items clearly, and each sign. Partnership-agreement templates are online; fill the ten items listed in the Partnership Enterprise Law one by one. The hard part is acquaintances feeling that «talking money hurts the relationship» and not wanting to start.

Benefit

Partnership Enterprise Law Article 4: the partnership agreement is made in writing by unanimous negotiation of all partners. Article 18 lists ten items the agreement should cover—including capital contribution form, amount, and payment deadline; profit distribution and loss sharing; who executes partnership affairs; admission and withdrawal; dispute resolution; dissolution and liquidation; and breach liability. Partners who don't form a partnership enterprise and only work together under a Civil Code partnership contract follow that contract; where the contract is silent, Civil Code defaults apply. Partnership decisions, unless the contract says otherwise, need unanimous partner consent. A partner who executes partnership affairs may not claim pay for that alone, unless the contract says otherwise. Profits and losses follow the contract. If silent: negotiate first; if negotiation fails, by actual capital ratios; if ratios can't be figured, equal shares. Partners bear joint liability for partnership debts; anyone who pays more may seek contribution from the others. With no partnership term agreed, it is an open-ended partnership—a partner may terminate at any time with reasonable advance notice to the others. For a partnership enterprise with no term agreed, a partner may withdraw with 30 days' notice to the others. The agreement also may not assign all profits to only some partners, or dump all losses on only some (nationwide).

Notes

The most common fight is how capital and labor split. One puts in money and does nothing; one puts in no money and watches the shop every day—under defaults the shop-watcher gets a smaller share and no wage. So write the labor partner's wage or equity clearly. The agreement only governs partners among themselves. Outward debts: general partners still pay to the end—see item 3. Red lines for pulling in more investors: item 26. Statutory parts were verified at source; «a written agreement reduces fights» is experience without statistics, hence grade C. Beneficiaries: you and your partners.

Sources · 1

1. 全国人大常委会 (2006). 合伙企业法（2006 年修订，第四、十八、三十三、四十六条）. flk.npc.gov.cn/detail?id=2c909fdd678bf1790167…（国家法律法规数据库）；全国人大 (2020). 民法典（第九百六十七、九百七十、九百七十一、九百七十二、九百七十三、九百七十六条）. spp.gov.cn/spp/fl/202006/t20200602_463888.shtml