Silent Partner Agreement Template – US

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Updated: 2026


Disclaimer

The information provided here is intended solely as a general example related to partnership agreements involving silent investors in the United States. It does not constitute legal advice and should not be relied upon as a substitute for consulting a qualified attorney specializing in business law or contractual agreements. Laws and regulations may vary based on jurisdiction, and modifications may be necessary to ensure compliance with local requirements. The use of this example is at the user’s own risk, and we disclaim any liability for errors, omissions, or consequences resulting from its use without professional legal review.


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Please note: This is a sample Silent Partner Agreement template for the US, provided for illustrative purposes only. Actual terms may differ based on specific arrangements and applicable laws.

Silent Partner Agreement Sample (US)

Parties Involved:

Partner A: XYZ Investments LLC
Address: 123 Main Street, New York, NY 10001

Partner B: John Doe
Address: 456 Elm Avenue, New York, NY 10002

Purpose of Agreement:

This agreement establishes the terms under which Partner B will act as a silent partner in the investment venture managed by Partner A, without participating in daily management or operations.

Investment Contribution:

Partner B shall contribute an amount of $50,000 toward the total investment capital. The contribution shall be made by [date] and documented accordingly.

Profit and Loss Sharing:

Partner B shall receive a 20% share of the net profits generated from the investment, and shall bear 20% of any losses incurred, in accordance with their contribution.

Partner B Responsibilities:

Partner B shall not participate in day-to-day operations or decision-making processes but shall receive regular updates on the status of the investments. Partner A shall manage all activities related to the investment.

Governing Law:

This agreement shall be governed by the laws of the State of New York. Disputes shall be resolved within the courts of New York County.

Additional Provisions:

  • Partner B’s role is strictly as a silent investor, with no management authority.
  • This agreement can only be amended through a written document signed by both partners.
  • All distributions and reporting shall be conducted quarterly.

Effective Date: ______________________

________________________
Partner A (Manager)
________________________
Partner B (Silent Partner)