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Published by Enhelion, 2019-12-08 10:31:11

partnership[agreement]

partnership[agreement]

Partnership Agreement

DATED: [ ]200[ ]

PARTIES: ]; and
]; and
(1) [Name] of [address]; and ].

(2) [ ] of [

(3) [ ] of [

(4) [ ] of [

INTROUCTION:

(A) The Partners have decided to carry on the Business at [place] in [detail] under
the style of “[insert details]”.

(B) The Partners wish to record the terms of their partnership as set out in this
Deed.

OPERATIVE PROVISIONS:

1 Definitions and Interpretations

1.1 In this Deed (including the Introduction) unless the context otherwise requires

the following expressions shall have the following meanings:

“Accountants” means [ ] of [ ] or such other firm of chartered accountants

appointed from time to time by the Partners or Partnership;

“Accounting Period” means [ ];

“Bank” means [ ] plc;

“the Business” means the business or practice of [ ];

“Business Day” means [ ];

“Continuing Partners” means the Partners who remain Partners after an

Outgoing Partner shall have ceased to be a Partner, on the Succession Date;

“Commencement Date” means [ ];

“Partnership” means the partnership carried on by the Partners as constituted

by this Deed;

“Partners” means the parties to this Deed (and any other person who is

admitted to the Partnership and agrees to be bound by this Deed) and the

survivors or survivor of them or the person or persons who shall from time to

time and for the time being be partners in the Partnership and “Partner” shall

mean any one of the Partners;

“Net Profits” means the profits of the Partnership shown by the accounts

prepared by the Accountants in relation to an Accounting Period after charging

all expenses [(including any payment of interest on capital and undrawn profits

payable in accordance with provision of this Deed];

“Outgoing Partner” means a Partner who for any reason ceases to be a Partner;

“Partnership Assets” means all the assets of the Partnership from time to time;

“Partnership Name” means [ ];

“Succession Date” means the date on which the Outgoing Partner ceases or is

deemed to have ceased to be a partner under this Agreement;

“Taxation” means any income tax, corporation tax, capital gains tax, value added

tax, national insurance contributions (whether employer’s, employee’s or self-

employed) and all interest or other penalties levied or leviable thereon as well as

all other governmental levies or imposts in the nature of taxation and all

interests and penalties therein in every case where leviable on the Partners by

reference to the Partnership in respect of the Partnership business.

1.2 Any reference to a statue or statutory provision includes a reference to that

provision as amended, re-enacted or replaced from time to time whether

before or after the date of this Deed and any former statutory provision

replaced (with or without modification) by the provision referred to and any

subordinate legislation made under it.

1.3 In the case of an Outgoing Partner any such Partner who ceases to be a Partner

by reason of its insolvency, receivership or administrative receivership shall

except where the context otherwise requires include its administrator,

administrative receiver or liquidator (as appropriate).

1.4 The clause headings shall not in any way affect the construction of this Deed.

1.5 Except as otherwise specified in this Document, this Deed shall enure for the

benefit of and shall be binding upon the successors, executors, administrators

or other representatives, successors and assigns of the Partners.

2 Entire Partnership Agreement
2.1 This Deed contains the whole agreement between the Partners and

supersedes any prior written or oral agreement between the parties in relation
to the subject matter.
2.2 The parties confirm that they have not entered into this Deed on the basis of
any representations that are not expressly incorporated into this Deed.
2.3 No oral explanation or oral information given by any party shall alter or affect
the interpretation of this Deed.

3 Establishment of the Partnership and Business
3.1 The Partners shall become and be Partners with effect from the

Commencement Date in carrying on the Business.
3.2 The Partners shall at all times comply with the rules and regulations of [

].
3.3 The Partners hereby undertake to be responsible for and to bear all the

commitments of the Business from the Commencement Date.

4 Partnership name and place of business

4.1 The Partnership Business shall be carried on by the Partners under the name

and style of the Partnership Name or such other name or names as may be

agreed by the Partners.

4.2 The Partnership shall be known by and contract in the name of and conduct

the Business using only the Partnership Name from time to time.

4.3 Each of the Partners acknowledges that all proprietary and other rights in the

Partnership Name are vested exclusively in the Partnership.

4.4 The principal place of Business of the Partnership shall be [ ] and/or at

such other place or places as may from time to time be agreed between the

Partners.

5 Duration of Partnership
5.1 The Partnership shall continue during such period as two or more Partners

shall be carrying on the said Business in accordance with the terms and
provisions of this Deed.
5.2 The retirement or expulsion of any Partner or the admission of a New Partner
shall not dissolve the Partnership as regards the Continuing Partners.

6 Partnership Assets and Restrictions

6.1 All assets used in the Partnership Business shall be loans to the Partners in the

relevant proportions. The legal estate in all freehold or leasehold property

purchased for the Business and the Partnership shall be vested in [ ] as

trustee for all the Partners. The premises from which the Partnership Business

is carried on is a Partnership Asset and all rental, insurance, outgoing or

maintenance shall be borne by the Partnership.

6.2 No action shall be taken by or on behalf of any Partner in respect of the

consideration or implementation of any of the matters listed below unless such

matter shall have been approved by a majority at a meeting of the Partners or

each of the Partners shall have otherwise consented to:

6.2.1 the cessation of the Business or dissolution of the Partnership save

where it is insolvent;

6.2.2 the borrowing or raising of money whether or not on the security of

any property or assets of the Partnership or the creation of any

mortgage, charge or pledge upon or in respect of the business or the

assets of the Partnership or any part thereof;

6.2.3 the making or guaranteeing of any loan or advance whatsoever;

6.2.4 otherwise than in the normal course of business, the acquisition or

disposal by one or more transactions of any capital assets;

6.2.5 purchase, sale, taking or letting on lease or tenancy or other

acquisition or disposal by the Partnership of any real or leasehold

property;

6.2.6 any material change in the nature of the Business of the

establishment or acquisition of any new business;

6.2.7 the entry into any material or long term agreement or any agreement

with any person connected with either of the Partners;

6.2.8 the entry into any partnership or joint venture;

6.2.9 the initiation of any litigation or arbitration (other than the collection
6.2.10 of debts arising in the ordinary course of business);
6.2.11 the opening of further bank accounts or the variation of bank
6.2.12 mandates;
6.2.13 any act or thing outside the ordinary course of the Business or other
6.2.14 than on an arm’s length basis;
the making of any distribution or other payment or repayment of
capital;
the appointment or removal of Accountants or Bankers;
the entry into any contract of employment.

7 Bankers

7.1 The bankers of the Partnership shall be the [ ] Bank or such other bank

as the Partners may agree or appoint from time to time.

7.2 All monies belonging to the Partnership (except such monies as are required

for current expenses) shall be paid into and deposited with the Bank to the

credit of an account of the Partnership.

7.3 Unless all the Partners otherwise agree all Partnership cheques shall be signed

by any two Partners in accordance with the terms of any current bank mandate

executed by the Partnership in favour of the Bank.

8 Capital
8.1 The capital of the Partnership shall be the sum of [£ ] or such other sum as

the Partners may from time to time determine.
8.2 The Partnership Capital shall be contributed by and belong to the Partners in

the proportions in which they are or would have been entitled to share in the
Net Profits of the Partnership.
8.3 The initial contribution to the capital of the Partnership shall be transferred to
the capital account.
8.4 No Partner shall as long as it or he or she shall remain a Partner be entitled to
withdraw any of the amount of capital credited to it in the books of the
Partnership without first giving notice to the other Partners.
8.5 Each Partner shall be entitled to interest at the rate of [ ] per cent per annum
above the [ ] base rate of the Bank for the time being and from time to time
(or at such other rate as the Partners may from time to time determine) on the
amount of capital and undrawn profits for the time being standing in its credit
in the books of account of the Partnership.
8.6 Interest on capital and undrawn profits shall accrue on a monthly basis and
shall be paid or credited before any division of the Net Profits of the
Partnership is made.
8.7 Any profits or losses or liabilities of a capital nature shall belong to or be borne
by the Partners in the proportions in which they are or would have been
entitled to share in the Net Profits of the Partnership.
8.8 A Partner shall not be entitled to the return of capital contribution except upon
the termination of the Partnership unless the Partners otherwise stipulate.

9 Profits and Losses

9.1 The Partners shall share in the Net Profits of the Partnership in the following
proportions:
[ ] - [ ] per cent;
[ ] - [ ] per cent;
[ ] - [ ] per cent;
[ ] - [ ] per cent.

9.2 Any losses and liabilities shall be borne and paid by the Partners in the
proportions in which they are or would be entitled to share in the Net Profits
of the Partnership; [provided that any loss or liability incurred through the
wilful neglect or default of any Partner shall be borne and made good by that
Partner alone].

10 Advances and Drawing
10.1 Each of the Partners shall be entitled to an advance [monthly/quarterly] on the

last day of each [month/quarter] on account of his share of the Net Profits of
the Partnership an amount not exceeding [£ ] or such other sums as the
Partners may from time to time determine.
10.2 No sum shall be drawn unless there is money in the Partnership’s bank account
or there are banking overdraft facilities available.
10.3 After approval of the accounts of the Partnership the Partners shall in respect
of the relevant Accounting Period or other period to which such account
relates be entitled to draw such part of the amount which is equivalent to the
share of the Net Profits of the Partnership to which they are entitled as shown
by such accounts less the aggregate of the aggregate of their
[monthly/quarterly] advances together with any other amounts debited to
their capital account.
10.4 Any part of the balance of the Partner’s share remaining undrawn shall be
credited to its capital account.
10.5 Notwithstanding any provision to the contrary each Partner shall ensure that
its drawings are such that a credit balance on its capital account is maintained
at all times which is at least equal to its proportion of the capital of the
Partnership as from time to time determined.
10.6 If in any Accounting Period or other relevant financial period the total amount
of advances received by any Partner (together with all other sums debited to
its capital account for that year or other period) shall on approval of the
accounts be found to be in excess of its share as shown by such accounts, then
that Partner shall immediately upon the adoption of the accounts refund to the
Partnership the excess so advanced without interest.

11 Good Faith, Just and Faithful
11.1 Each Partner shall be just and faithful to the other Partners in all transactions

relating to the business or affairs of the Partnership.
11.2 Each Partner shall give to the other Partners full information and explanations

of all matters relating to the business or affairs of the Partnership when and so
often as the same shall be reasonably required.
11.3 Each Partner undertakes to and shall upon every reasonable request inform
the other Partners of all letters, accounts, writings and other things which shall

come into its possession or knowledge concerning the business or affairs of the
Partnership.
11.4 All Partners shall use their best endeavours to promote the Partnership
Business.

12 Negative Covenants
12.1 Each Partner undertakes, either while [it/he] it is a Partner or after ceasing to

be a Partner, not to use to the detriment or prejudice of the Partnership or
(except within its authority as a Partner) divulge to any person any trade secret
or any other confidential information concerning the business investments or
affairs of the Partnership which shall not have become public knowledge
(otherwise than through its default).
12.2 No Partner shall and shall procure that none of its officers, employees or
agents shall except with the prior consent of the other Partners:
12.2.1 assign mortgage or charge its share or interest in the capital or the

Net Profits of the Partnership or the property of the Partners or of any
part thereof;
12.2.2 become bail surety, guarantor or security for any person, firm or
company or do or knowingly permit anything to be done whereby the
property of the Partnership may be seized, attached or taken in
execution.
12.3 No Partner shall without the consent of a majority of the Partners compound,
release or discharge any debt which shall be due or owing to the Partnership
without receiving the full amount thereof or agree to make any variation for
any client or debtor of the Partnership of the normal scale of lease rentals,
interest or other normal terms of business of the Partnership.
12.4 No Partner shall draw, accept, endorse or sign any cheque or other bill of
exchange or promissory note or contract any debt on account of the
Partnership or employ any of the monies or effects of the Partnership or in any
manner pledge the credit of the Partnership except in the usual and regular
course of business.

13 Indemnity
Without prejudice to any powers of expulsion vested in the Partners by this
Deed or otherwise, if any Partner shall commit a breach of any of the obligations
set out in clauses [11] and [12] he shall indemnify and keep fully and effectively
indemnified the other Partners from and against all losses, damages, actions,
proceedings, costs and expenses arising directly or indirectly on account thereof.

14 Expulsion
14.1 If any Partner shall at any time during the continuance of the Partnership:

14.1.1 becomes the subject of a proceeding in winding-up, bankruptcy,
administration, receivership, insolvency or similar action;

14.1.2 permits his share of the property of the Partnership to be charged for
his separate debt; or

14.1.3 fails to account for money received by it in respect of any Partnership
transaction; or

14.1.4 commits any fundamental breach (other than as specified above) of
this Deed which (if capable of being remedied) is not remedied within
fourteen (14) days of a request from the other Partners to do so,

then and in any such case the other Partners (but only if they are more than
one) may (notwithstanding the provisions of this Deed in relation to the
duration of this Deed) at any time within three months after becoming aware
give notice in writing to that Partner (“the Defaulting Partner”) immediately to
terminate the Partnership so far as concerns the Defaulting Partner.
14.2 In such circumstances, the Partnership shall be terminated so far as regards the
Defaulting Partner but without prejudice to the remedies of the Continuing
Partners for any antecedent breach of any of the provisions of this Deed.
14.3 The Continuing Partners shall acquire the share of the Defaulting Partner
against whom the Partnership is terminated in the capital and assets of the
Partnership upon the terms set out in this Deed.

15 Management and Meetings
15.1 Unless otherwise provided in this Deed or agreed by the Parties, all matters

which may arise during the continuance of the Partnership relating to or
affecting the management or conduct of the affairs of the Partnership shall be
decided by a [majority of votes] of the Partners with each Partner having one
vote per percentage of profits that he is entitled to from time to time.
15.2 At a meeting of Partners at which a resolution for the expulsion of any Partner
is sought the Partner in question shall be entitled to be advised a reasonable
time before the meeting of the grounds of its proposed expulsion and shall be
entitled to attend the meeting and to be heard at that meeting.
15.3 No single resolution for expulsion shall relate to more than one Partner, and all
of the Partners other than the Partner whose expulsion is sought must vote in
favour of the expulsion resolution or ratify it in writing.
15.4 The day to day management of the Partnership shall be the responsibility of
the Managing Partner.

16 Books of Account

16.1 Proper books or records of account shall be kept by the Partners and entries

made of all such matters and transactions.

16.2 The books or records of accounts shall not be removed from the Partnership

premises, and each Partner may (by duly authorised representative) at any

reasonable time within normal business hours inspect the books of account of

the Partnership and examine the details or prospects of the Partnership

business.

16.3 As soon as reasonably practicable but not later than [ ] in each year (or

on such other date as the Partners may agree) the Partnership shall instruct

the Accountants to prepare an account of the assets and liabilities and all

dealings and transactions of the Partnership during the then preceding

Accounting Period or other period and of all matters and things usually

included in accounts of a like nature (including without limitation due

provisions for Taxation) and in taking such account a fair valuation shall be

made of all things requiring valuation.

16.4 The Accountants shall prepare the partnership accounts for approval by all of

the Partners within [ ( )] months of the end of the financial year or other

Accounting Period to which the accounts relate.

16.5 The Partnership accounts shall be signed by a duly authorised representative

on behalf of all the Partners and when so signed shall be binding on all of them

except that if any manifest error shall be found in the accounts and signed by

any Partner to the other Partners within [ ( )] months after such

signature then such error shall be rectified.

16.6 In the event that the accounts are not approved by all of the Partners within [

] months of the date on which they are submitted to them by the Accountants,

the Partners shall refer the matter(s) in dispute to an independent chartered

accountant (“the Independent Accountant”), who shall act as an expert and

not as an arbitrator, to be appointed for the purpose in default of agreement

between the Partners by the President for the time being of the Institute of

Chartered Accountants in England and Wales, whose determination of the

matter(s) in dispute shall be conclusive and binding on all of the Partners (in

the absence of manifest error).

16.7 The costs of the Independent Accountant referred to above shall be borne by

the Partnership unless it otherwise directs. The Partners shall (and shall

procure that the Accountants shall) make available to the Independent

Accountant such working papers, documents and other information in their

possession or control in order to enable the Independent Accountant to settle

the matter(s) in dispute.

17 Outgoing Partner
17.1 Without prejudice to any powers of expulsion vested in the Partners by this

Deed or otherwise during the continuance of that notice), any Partner shall be
entitled to retire from the Partnership at any time on giving not less than [ (
)] months’ notice in writing in that regard.
17.2 In the event of any of the Partners ceasing to be a Partner for any reason the
following provisions of this clause shall have effect.
17.3 Following the Succession Date, the Accountant shall prepare accounts with the
resulting profit or loss shown to be attributable to the Outgoing Partner as
reduced by the relevant proportion.
17.4 The amount in the accounts which appear to be due to the Outgoing Partner in
respect of interest on capital and undrawn profits in accordance with this Deed
and in respect of the proportion of his share of the Net Profits of the
Partnership down to the date of his ceasing to be a Partner calculated in
accordance with this Deed shall with all convenient speed but in any event
within [ ( )] months of the end of the accounting period during which such
cessation takes place be paid to the Outgoing Partner but without interest.
17.5 The share of the Outgoing Partner in the Net Profits of the Partnership accruing
after the date of such cessation shall be eliminated and the Continuing
Partners shall be entitled to such profit in the proportions shown opposite
their names in this Deed (adjusted to exclude the Outgoing Partner for this
purpose) without the Outgoing Partner or their estate or any person being
entitled to any part or to any payment.

17.6 The amount credited to the capital account of the Outgoing Partner in the

books of the Partnership as shown upon preparation of the accounts shall be

paid to the Outgoing Partner and the Outgoing Partner shall from the

Succession Date have no interest in the assets or the Business of the

Partnership which shall accrue to vest in and belong to the Continuing Partners

in the proportions specified in this Deed.

17.7 The amount to be paid to the Outgoing Partner shall be paid in four equal

annual instalments the first instalment in every case being paid within [ (

)] months of the end of the Accounting Period during which the Succession

Date falls and the remaining instalment being paid within [ ( )] months on

the following dates:

17.7.1 [ ];

17.7.2 [ ].

17.8 Interest shall be paid at the rate which is [ ] per cent per annum above the

Bank’s base rate for the time being and from time to time on the whole or any

part of the said capital sum unpaid from the date on which the Outgoing

Partner ceases to be a Partner.

17.9 If the said instalments or interest on any part the Instalment shall be in arrears

and unpaid for [ ] days after the time appointed for payment then the whole

balance of the said capital sum then remaining unpaid shall become payable

immediately and shall carry interest at the rate which is [ ] per cent per

annum above the Bank’s base rate for the time being and from time to time

until paid.

17.10 The Continuing Partners may at any time pay in advance or make payments on

account of any of the unpaid sums or instalments referred to in this clause.

17.11 The liability of the Continuing Partners for any payment to be made under this

Deed to the Ongoing Partner shall be joint and several but as between

themselves shall be borne in the proportions specified in this Deed as

Continuing Partners.

17.12 During the period of [ ] ([ ]) months following the date on which the

Outgoing Partner ceases to be a Partner the Outgoing Partner or its

professional advisers shall be permitted upon reasonable advance notice in

writing to inspect the books of account, records, letters and other documents

of the Partnership during normal business hours so far as they relate to any

period preceding the Succession Date on which the Outgoing Partner ceases to

be a partner provided that all information so obtained shall be kept strictly

confidential by the Outgoing Partner or its duly authorised agent.

17.13 The Outgoing Partner shall execute and do all such documents, deeds, acts and

things as the Continuing Partners may reasonably request for the purpose of

enabling the Continuing Partners to recover, collect and enforce the book

debts and the other assets of the Partnership or for the purpose of conveying,

assigning or transferring to the Continuing Partners any of the Partnership

property which immediately prior to the date on which the Outgoing Partner

ceases to be a Partner was vested in the Outgoing Partner as one of the

Partners or in trust for the Partnership.

17.14 Upon the retirement or expulsion of any of the Partners, all Partnership

property, lists of clients, tapes, disks, letters and other documents relating to

the business of the Partnership shall remain in the hands of or be delivered by
the Outgoing Partner to the Continuing Partners and the Outgoing Partner shall
not retain copies of any of them. Title in and copyright in all such documents
shall vest in the Partnership absolutely.

18 Appointment of Attorney
18.1 Each Partner irrevocably appoints every other Partner and the person deriving

title under the last surviving or Continuing Partner to be its attorney in the
event of the Partnership being dissolved, only for the purposes of getting any
assets and completing payment of any debts of the Partnership and of giving
notice to any clients or suppliers of the Partnership and for these purposes, the
attorney may make or execute any relevant deed or instrument.
18.2 In consideration of the covenants by the other Partners contained in this Deed
each of the Partners irrevocably appoints each and any of the other Partners as
its attorney for the purpose of signing executing and doing all notices,
documents, deeds, acts and things which in accordance with the provisions set
out in this Deed in relation to an Ongoing Partner are or may be at any time
required to be signed, executed or done by it.

19 Admission of New Partners
19.1 In the event that any Partner wishes to invite a new Partner into the

Partnership, that Partner must obtain the unanimous consent of the other
Partners.
19.2 In the event that any person is invited to become a new Partner in the
Partnership, the proportion in which such person will be entitled to share in
the Net Profits of the Partnership will commence at such level as may be
determined by the Partners at that time.

20 Notices
20.1 Any notice given in connection with this Deed must be in writing and may be

served by hand or by leaving it at or sending it by registered recorded delivery
or courier to the party at the addresses set out at the beginning of this Deed
(or to such other address as the recipient may notify to the other parties for
the purpose of the service of notices).
20.2 Such notice will be effectively served:
20.2.1 on the day of receipt, where any hand delivered letter or fax message

is received on any Business Day before or during normal working
hours;
20.2.2 on the following Business Day where any hand delivered letter or fax
message is received either on any Business Day after normal working
hours or on any day which is not a Business Day; or
20.2.3 on the second Business Day following the day of posting of any
registered recorded delivery or certified letter sent postage prepaid.

21 Dissolution
On any dissolution of the Partnership its affairs shall be wound up in accordance
with the Partnership Act 1890; provided that the ultimate residue (if any) of the

Partnership’s assets or the apportionment of any losses shall be divided or
attributed between the Partners in the proportions in which they are entitled to
share in the Net Profits of the Partnership for the time being.

22 Governing Law and Jurisdiction
22.1 The parties submit to the exclusive jurisdiction of the Courts of England.
22.2 This Deed shall be governed by the laws of England.

EXECUTED as a DEED by
[]
in the presence of:

EXECUTED as a DEED by
[]
in the presence of


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