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The Partnership Deed is a legal document that establishes a partnership between Party 1, Party 2, Party 3, Party 4, and Party 5. The purpose of this partnership is to conduct business in a specific territory under the name of the partnership. The document regulates the relationship between the partners and outlines the management of the partnership.
The interpretation section of the deed provides definitions for various terms used throughout the document. These definitions ensure clarity and understanding of the terms used.
The deed specifies the commencement date of the partnership and states that it will continue until terminated in accordance with the terms of the deed.
The document outlines the business of the partnership, which is to be conducted in the best interests of the partnership and in accordance with the business plan. The name of the partnership is also specified.
Partnership capital is addressed in the deed, with each partner making initial contributions to the capital of the partnership. The capital accounts of each partner are credited with the respective sums contributed.
Further finance may be required during the term of the partnership, and each partner undertakes to contribute their percentage share of the funding required. These contributions are treated as capital contributions and credited to the respective partner's capital account.
The allocation of profits and losses is determined from the partnership's accounts, with all profits and losses allocated to the partners in proportion to their percentage shares. Cash available to the partnership may be distributed to the partners in accordance with their respective percentage shares.
The partnership board is responsible for the overall supervision of the business and has the authority to act on behalf of the partnership. The board is composed of directors appointed by each partner. The chairperson and chief executive are also specified.
The partnership board meets quarterly, and any partner has the right to convene a meeting. The quorum for a meeting is a majority of the directors, including at least one director appointed by each partner. Resolutions of the partnership board are passed by a simple majority, except for certain reserved matters that require unanimity.
The chief executive is responsible for the day-to-day executive management of the business, with assistance from other executive managers. The appointment and terms of reference of the other executive managers are subject to the approval of the partnership board.
The partnership's property and assets are beneficially owned by the partners in proportion to their respective percentage shares. Any property held by a partner on behalf of the partnership is held on trust for the partnership.
Undertakings by the partners include not engaging in any competing business during the term of the partnership, promoting the best interests of the partnership, and acting in good faith towards each other.
Expenses incurred by a partner in the performance of their obligations as a partner may be reimbursed by the partnership, subject to approved arrangements and procedures.
The partnership's accounts are audited by the auditors, and management accounts and information relating to the partnership's affairs are prepared and provided as required.
Indemnities are provided by each partner to the other partner, ensuring that the indemnifying partner will indemnify and keep the other partner indemnified against any losses or liabilities arising from the indemnifying partner's failure to perform its obligations or any actions taken outside the scope of its authority.
The deed addresses default and termination, allowing for the sale of a defaulting partner's partnership interest and the winding up of the partnership's business in the event of termination.
Provisions regarding waivers and amendments, severability, entire deed, notices, confidentiality, announcements, governing law, and dispute resolution are included in the deed.
The deed concludes with provisions for counterparts and states that the document has been executed, signed, sealed, and delivered as a deed on the specified date.
To use the Partnership Deed, follow these steps:
1. Review the document to ensure that all parties' names and addresses are correctly stated.
2. Make sure that the purpose of the partnership and the management structure outlined in the deed align with the intended business arrangement.
3. Determine the initial contributions to the partnership capital and ensure that they are accurately reflected in the deed.
4. Understand the obligations regarding further finance and the contributions required from each partner.
5. Familiarize yourself with the allocation of profits and losses and the distribution of cash available to the partnership.
6. Appoint directors to the partnership board, ensuring representation from each partner.
7. Establish the roles and responsibilities of the chief executive and other executive managers.
8. Understand the provisions regarding partnership property and the restrictions on engaging in competing businesses.
9. Determine the expenses that may be reimbursed by the partnership and the approved arrangements and procedures for reimbursement.
10. Ensure that the indemnities provided by each partner adequately protect the other partner.
11. Familiarize yourself with the provisions regarding default and termination, including the process for selling a defaulting partner's partnership interest.
12. Understand the requirements for notices, confidentiality, announcements, governing law, and dispute resolution.
13. Execute the deed by signing, sealing, and delivering it as a deed.
It is recommended to seek legal advice before entering into a partnership and using this Partnership Deed to ensure compliance with applicable laws and regulations.