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The Partnership Deed is a legal document that establishes a partnership between Party 1 and Party 2 for the purpose of conducting business. It regulates the relationship between the partners and outlines the management of the partnership. The deed contains various definitions to clarify the terms used throughout the document. It also includes clauses and headings for convenience, which do not affect the interpretation of the deed. The deed specifies the commencement date and the business of the partnership, which should be conducted in the best interests of the partnership and in accordance with the business plan. The name of the partnership is also mentioned. The deed outlines the capital contributions of each partner and the percentage shares of the partners. It further explains the obligations of the partners to contribute additional funding if required. The allocation of profits and losses is determined based on the percentage shares of the partners. The deed establishes the Partnership Board, which is responsible for the overall supervision of the business. The board is composed of directors appointed by each partner. The chairperson and chief executive are also mentioned. The partnership board holds regular meetings and resolutions are passed by a simple majority, except for certain reserved matters that require unanimity. The deed delegates the day-to-day executive management of the business to the chief executive, who is responsible for implementing the business plan and budget. The other executive managers assist the chief executive. The deed clarifies that the property and assets of the partnership are owned by the partners in proportion to their percentage shares. It also includes undertakings by the partners, such as not engaging in competing businesses and promoting the best interests of the partnership. The deed allows for the reimbursement of expenses incurred by the partners in the performance of their obligations. It outlines the requirements for maintaining proper accounting records and preparing audited accounts. The chief executive is responsible for producing a draft budget and management accounts for each accounting period. The deed includes provisions for indemnities, default, assignments, confidentiality, termination, and dispute resolution. It also specifies that notices and communications should be in writing and provides the governing law and jurisdiction. The deed can be executed in multiple counterparts.
To use the Partnership Deed, follow these steps:
1. Review the entire document to understand the terms and obligations of the partnership.
2. Ensure that both parties agree to establish a partnership and are willing to abide by the terms of the deed.
3. Enter the names and principal places of business of Party 1 and Party 2 in the designated sections of the deed.
4. Specify the purpose of the partnership and the name under which it will operate.
5. Clarify the definitions of terms used in the deed to avoid any misunderstandings.
6. Determine the initial capital contributions of each partner and credit their respective capital accounts accordingly.
7. Agree on the percentage shares of the partners based on their capital accounts.
8. Discuss and agree on the additional funding requirements of the partnership and the obligations of each partner to contribute.
9. Allocate profits and losses in proportion to the percentage shares of the partners.
10. Establish the Partnership Board and appoint directors from each party.
11. Determine the roles and responsibilities of the chief executive and other executive managers.
12. Clarify the ownership of partnership property and the obligations of partners in relation to it.
13. Ensure that both parties understand and agree to the undertakings outlined in the deed.
14. Discuss and agree on the reimbursement of expenses incurred by the partners.
15. Establish procedures for maintaining proper accounting records and preparing audited accounts.
16. Prepare a draft budget and business plan for each accounting period and obtain approval from the Partnership Board.
17. Discuss and agree on any indemnities, default provisions, assignments, confidentiality requirements, and termination procedures.
18. Ensure that both parties understand the dispute resolution process and the governing law.
19. Sign and execute the deed in multiple counterparts.
20. Keep a copy of the executed deed for future reference and legal purposes.