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Document Description
This New Partnership Admission Agreement is designed to formalize the admission of a new partner into an existing partnership, particularly where the new partner brings a previous business to the partnership. It establishes the terms under which the new partner joins, including the effective date of admission, duration of partnership, capital contributions, asset transfers, and profit-sharing arrangements. The agreement ensures continuity of the existing partnership while clearly documenting changes arising from the inclusion of the new partner.
The template covers key areas of partnership administration. The Admission and Duration section confirms the new partner’s start date and the conditions under which the partnership continues, including provisions for death, retirement, or expulsion. The Profits and Loss Share section sets out how the new partner’s share of profits and losses will be calculated and details the drawings the new partner is entitled to take.
The Capital Contribution section is central to integrating the new partner’s previous business into the partnership. It requires the transfer of goodwill, assets, and ongoing business matters, ensuring that these are free from liens or encumbrances and credited to the new partner’s capital account. Warranties from the new partner safeguard the partnership by confirming that intellectual property, restrictive covenants, and outstanding claims have been disclosed, and that invoicing prior to the admission date is controlled. The agreement also provides for any cash capital contribution the new partner must make.
The Governing Law and Further Assurance sections clarify that the partnership remains subject to existing agreements, while obligating all partners to take necessary actions to implement the agreement.
How to use this template:
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Insert the full names, addresses, and business details of existing and new partners.
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Specify the nature of the previous business, capital contributions, and valuation of assets being transferred.
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Complete Schedules 1–3 to set out profit shares, assets, and ongoing matters.
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Review warranties and obligations to ensure all disclosures are accurate.
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Execute the agreement with all partners’ signatures, ensuring a witness if required by local law.
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