Partnership Deed

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 Partnership Deed regulates the relationship between the partners and the management of the partnership.

 

The document begins with an interpretation section, which defines various terms used throughout the deed. It includes definitions for accounting period, affiliate, accounts, auditors, budget, business day, business plan, director, effective date, executive manager, partners, partnership board, partnership interest, partnership, percentage share, and more.

 

The deed then covers the commencement of the partnership, stating that it is effective from the effective date and will continue until terminated in accordance with the terms of the deed.

 

The business of the partnership is described in detail, including the type of business, the best interests of the partnership, and the implementation of the business plan. The name of the partnership is also specified.

 

The partnership capital section outlines the initial contributions that each partner must make to the capital of the partnership. It states that each partner's capital account will be credited with the respective sum of capital contributed. The percentage shares of the partners are determined based on their capital accounts.

 

Further finance may be required during the term of the deed, and each partner undertakes to contribute their percentage share of any additional funding required. All sums contributed are credited to the relevant partner's capital account.

 

The profits and losses of the partnership are allocated to the partners in proportion to their percentage shares. Any cash available to the partnership that is surplus to requirements may be distributed to the partners based on their respective percentage shares.

 

The partnership board is responsible for the overall supervision of the business. It is composed of non-executive 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. Resolutions of the partnership board are passed by a simple majority, except for certain reserved matters that require unanimity.

 

The executive management of the partnership is delegated to the chief executive, who is responsible for day-to-day operations. The chief executive is assisted by other executive managers, whose appointment and terms of reference are subject to the approval of the partnership board.

 

The partnership property consists of all assets owned or acquired by the partners in the course of the partnership. 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 deed and promoting the best interests of the partnership.

 

Expenses incurred by a partner in the performance of their obligations may be reimbursed by the partnership, subject to approval.

 

The accounts of the partnership are audited by the auditors, and a budget and business plan are prepared for each accounting period. The chief executive is responsible for producing these documents.

 

Indemnities are provided by each partner to keep the other partner indemnified against any losses or liabilities arising from a breach of obligations or actions outside the scope of authority.

 

The deed includes provisions for default, assignments, confidentiality, termination, waivers and amendments, notices, governing law, dispute resolution, counterparts, and no rights for third parties.

 

This deed is executed as a deed on the specified date, with signatures, seals, and delivery by all parties.

How to use this document?

To use this Partnership Deed, follow these steps:

1. Review the entire document to understand its contents and implications.

2. Enter the names and addresses of the parties involved in the partnership, as well as the name of the partnership.

3. Familiarize yourself with the definitions provided in the interpretation section.

4. Ensure that all partners agree to the terms and conditions outlined in the deed.

5. Make the initial contributions to the partnership capital as specified in the deed.

6. Determine the percentage shares of the partners based on their capital accounts.

7. Contribute additional funding as required by the partnership board.

8. Allocate profits and losses to the partners based on their percentage shares.

9. Distribute any surplus cash to the partners according to their respective percentage shares.

10. Establish the partnership board and appoint non-executive directors.

11. Delegate day-to-day executive management to the chief executive.

12. Hold regular partnership board meetings and make decisions by a simple majority, except for reserved matters that require unanimity.

13. Maintain proper accounting records and prepare audited accounts.

14. Develop a budget and business plan for each accounting period.

15. Reimburse partners for expenses incurred in the performance of their obligations.

16. Provide indemnities to protect partners against losses or liabilities.

17. Follow the procedures for default, assignments, confidentiality, termination, waivers and amendments, notices, governing law, dispute resolution, counterparts, and no rights for third parties.

18. Keep all parties informed of any changes to names, addresses, or contact details.

19. Seek legal advice if necessary to ensure compliance with applicable laws and regulations.

Please note that this guidance is a summary and does not constitute legal advice. It is important to consult with a legal professional to ensure that the Partnership Deed is properly executed and meets the specific requirements of the partners and the jurisdiction in which the partnership operates.