Opening a gallery together: the partnership agreement that prevents disaster

01Why partner: the right reasons and the wrong ones

Partnership addresses objective needs. The cost of opening a gallery in a city like Paris, London or New York often exceeds a single person's investment capacity. Fixed costs — rent, staff, insurance, exhibition production — require a financial base that is easier to build together. Complementary skills are another sound argument: few individuals combine curatorial expertise, commercial competence, administrative management and an institutional network.

The wrong reasons for partnering are more insidious. Partnering out of lack of self-confidence, to dilute the emotional risk of a solo venture, or because a longstanding friendship seems to guarantee harmony: these motivations, understandable on a human level, are fragility factors for the project. Friendship is a necessary but insufficient condition: it does not always withstand the tensions generated by financial decisions, taste divergences and disagreements over programme direction.

Hauser & Wirth, founded by Iwan Wirth, Manuela Wirth and Ursula Hauser, illustrates a family partnership model that works because roles are clearly distributed and complementarities are genuine. In France, figures like Nathalie Obadia and Thaddaeus Ropac, each running their own gallery, show that strong personalities can coexist in the same milieu without necessarily sharing a roof.

02The partnership agreement: what it must contain

The partnership agreement is a contract between the founders that supplements the company's articles of association. The articles, filed with the commercial registry and therefore public, contain only the minimum information required by law. The partnership agreement, which remains confidential, governs the operational and strategic aspects of the relationship between the partners.

The agreement must first define each partner's roles. Who makes curatorial decisions? Who manages artist relations? Who is responsible for sales? Who handles administration and accounting? This allocation, which may seem obvious at inception, becomes a source of conflict as soon as one partner encroaches on the other's territory. A dealer whose partner renegotiates an agreement with an artist without consultation experiences this as a betrayal, especially if the artist relationship belongs to them.

The agreement must then set decision-making rules. Routine decisions (daily management, sales below a certain threshold, communications) may fall within each partner's domain. Strategic decisions (taking on a new artist, major fair participation, property investment, hiring) must require joint agreement. The agreement should provide a resolution mechanism for deadlocks: third-party mediation, casting vote, arbitration.

03The financial question: splitting contributions and profits

The financial split is the most sensitive subject in the partnership agreement. Partners must agree on initial contributions, which determine capital allocation and, unless otherwise provided, profit distribution. A partner who contributes sixty per cent of capital logically expects sixty per cent of profits, but this split can be modulated by an agreement that values the other partner's operational work.

Remuneration for partners' work deserves particular attention. If one partner works full-time in the gallery while the other maintains an outside activity, the first should be compensated for their work independently of their share of profits. This compensation, set in the agreement, prevents the resentment that arises when a partner feels they carry the operational burden without proportionate reward.

Partners' current accounts — sums lent by partners to the company in addition to capital — must be regulated by the agreement. The terms for remunerating these advances, repayment modalities and priorities in case of financial difficulty should be specified to prevent either partner from being trapped in a financial commitment they did not anticipate.

04The exit clause: planning the end from the start

The exit clause is the most important part of the partnership agreement, and paradoxically the most often neglected. Partners launching a project together dislike envisaging its end, but experience shows that most partnerships have a limited lifespan, and that poorly organised separations are the most destructive.

The agreement must provide for exit modalities under several scenarios: a partner's voluntary departure, death or incapacity, serious misconduct, irreconcilable disagreement. For each scenario, the agreement should fix the share valuation method (independent appraisal, calculation formula, remaining partner's pre-emption right) and payment timelines.

The buy-or-sell clause, common in the Anglo-Saxon world, is an elegant mechanism for resolving deadlocks. A partner wishing to exit proposes a price for the other's shares; the other partner can choose to sell their own shares at that price or buy the proposer's shares at the same price. This mechanism obliges the proposer to set a fair price, since they risk ending up as the buyer.

05Protecting artists in the separation

The most delicate point in a separation between gallery partners is the fate of represented artists. Each artist has a personal relationship with one or both partners, and the gallery's split places them in an uncomfortable position: whom do they stay with?

The partnership agreement must anticipate this question. The fairest method is to provide that each artist will be consulted and may freely choose to follow either partner or leave the gallery. The agreement can also provide for advance allocation: each partner identifies beforehand the artists they consider theirs, facilitating separation if it occurs.

Consigned stock must be treated with equal care. The works belong to the artist, not the gallery: they must be returned to the artist or entrusted to the partner the artist chooses to follow. Works purchased outright by the company form part of the assets to be divided between partners according to the agreement's rules.

06Classic mistakes to avoid

The most common error is not drafting a partnership agreement at all. Partners who trust each other consider the document superfluous, and bitterly regret this decision when the first disagreements arise. An agreement drafted in the enthusiasm of beginnings is always more balanced than one negotiated amid the tension of conflict.

The second mistake is drafting the agreement without a specialist lawyer's help. Company law is complex, and a poorly drafted agreement can be declared void by a court, leaving the partners unprotected. A lawyer specialising in art law or company law, familiar with the market's specificities, is an investment that fully justifies itself.

The third mistake is failing to update the agreement. The gallery evolves, roles change, financial balances shift. An agreement drafted at inception should be revised regularly — every three to five years, or upon any significant event (opening a new space, a third partner joining, a major programme change).

07The alternative to partnership: sole proprietorship with collaboration

Some dealers choose not to formally partner but to collaborate in more flexible ways. Co-representation of artists, shared exhibitions, joint fair stands: these arrangements capture the benefits of two galleries' complementarity without partnership constraints.

Galerie Chantal Crousel and Galerie Jocelyn Wolff have collaborated on occasional projects without ever merging. This model preserves each dealer's independence while enabling targeted synergies. It is particularly suited to dealers with strong curatorial visions who do not wish to dilute them in permanent compromise.

For galleries on Artedusa, the platform offers a shared visibility space that allows independent galleries to coexist and complement one another without the legal and relational risks of formal partnership.