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The Partnership Deed is a legal document that establishes a partnership between Party 1, Party 2, and Party 3. It outlines the purpose of the partnership and regulates the relationship between the partners. The document begins with an interpretation section, defining key terms used throughout the deed. It also includes clauses and headings for convenience. The deed specifies the commencement date and the business of the partnership, which should be conducted in the best interests of the partnership on sound commercial profit-making principles. The name of the partnership is also mentioned.
The deed further outlines the partnership capital, with each partner making initial contributions to the capital. The partners' capital accounts are credited accordingly, and their percentage shares are determined. The partners also undertake to contribute their percentage share of all funding required by the partnership's budget or as agreed by the partnership board.
The deed addresses the allocation of profits and losses, with the amounts determined from the partnership's accounts. The profits and losses are allocated to the partners in proportion to their percentage shares. Any surplus cash available to the partnership can be distributed to the partners based on their respective percentage shares.
The partnership board is responsible for the overall supervision of the business. It consists of non-executive directors appointed by each partner. The chairperson and chief executive are also appointed. The partnership board meets quarterly, and resolutions are passed by a simple majority, except for reserved matters that require a majority of not less than seventy-five percent of the partnership board.
The deed delegates the responsibility for day-to-day executive management of the business to the chief executive, who is assisted by other executive managers. The partnership's property and assets are beneficially owned by the partners in proportion to their percentage shares.
The partners have undertakings to promote the best interests of the partnership, act in good faith towards each other, and bear their expenses incurred in the performance of their obligations as partners. The deed also addresses claims by partners, default events, assignments, confidentiality, termination, and dispute resolution.
The deed concludes with provisions regarding waivers and amendments, severability, notices, governing law, counterparts, and the absence of rights for third parties. It is executed as a deed by all parties involved.
To use the Partnership Deed effectively, follow these steps:
1. Understand the purpose: Familiarize yourself with the importance of the Partnership Deed, which establishes a legal partnership between the parties involved.
2. Interpretation: Review the definitions provided in the deed to understand the meaning of key terms used throughout the document.
3. Partnership capital: Ensure that each partner makes the required initial contributions to the partnership's capital as specified in the deed. Credit the partners' capital accounts accordingly and determine their percentage shares.
4. Funding obligations: Each partner should commit to contributing their percentage share of funding required by the partnership's budget or as agreed by the partnership board.
5. Allocation of profits and losses: Understand how profits and losses will be allocated among the partners based on their percentage shares. Ensure that the partners' current accounts reflect the allocated amounts.
6. Partnership board: Establish the partnership board consisting of non-executive directors appointed by each partner. Appoint a chairperson and chief executive to oversee the business's overall supervision and day-to-day executive management.
7. Executive management: Delegate responsibility for day-to-day executive management to the chief executive, who will be assisted by other executive managers.
8. Partnership property: Understand that the partnership's property and assets are beneficially owned by the partners in proportion to their percentage shares.
9. Undertakings by partners: Ensure that each partner promotes the partnership's best interests, acts in good faith towards the other partners, and bears their expenses incurred in fulfilling their obligations.
10. Claims and default: Be aware of the provisions regarding claims by partners and default events, and ensure that the partners comply with their obligations.
11. Confidentiality and announcements: Maintain confidentiality regarding commercial and technical information and seek approval for any announcements related to the partnership.
12. Termination and dispute resolution: Understand the conditions under which the partnership may be terminated and the process for resolving disputes. Attempt to resolve any disputes amicably before resorting to formal dispute resolution.
13. Waivers and amendments: Any amendments or variations to the deed must be made in writing and signed by authorized representatives of all partners.
14. Notices and governing law: Ensure that all notices under the deed are in writing and comply with the specified methods of delivery. The deed is governed by the laws of the applicable territory.
15. Counterparts and third-party rights: The deed may be executed in multiple counterparts, and no rights are granted to third parties under this deed.
By following these steps, you can effectively use the Partnership Deed to establish and manage your partnership in accordance with the terms outlined in the document.