This partnership agreement can be used to draft for establishing a general partnership for five parties under the law of a specified jurisdiction. This agreement is drafted to impose neutral obligations on the parties.

This agreement provides a basic partnership framework only.

If a Partner considers that a fundamental deadlock or difference in relation to the conduct or development of the Business is arising between the Partners, it shall give as early an indication as practicable to the other Partner of that concern so that orderly arrangements for the continuation of the Business can, if possible, be agreed on an amicable basis.

If the Partners agree that the financial results of the Business are substantially lower than contemplated or that the Business is no longer viable, then the partnership board may decide that the Business should be terminated. In the event of termination, the Partners shall consult and use all reasonable endeavours to agree on an orderly programme for the winding up of the business of the Partnership and realising and distributing its assets; while the assets of the Partnership shall upon termination be realised and distributed to the Partners in the manner agreed between them or, failing agreement, pro-rata to their Percentage Shares (subject to the payment of the debts and liabilities of the Partnership).

Upon termination, the Partners shall prepare a balance sheet relating to the Partnership as at the termination date and a profit and loss account for the period from the end of the last Accounting Period up to the date of such termination. Such accounts shall be audited. The provisions of clause 6.1 shall apply to any profits and losses of the Partnership shown in the profit and loss account for the period up to the termination date as if that period were an Accounting Period.

How to use this Document?

This document should be carefully read by the Partners in the proposed partnership.

Partners who wish to establish the partnership should complete their personal and business information as much as they could.

Please provide the territory/jurisdiction where the partnership will be formed, the name of the partnership, and the purpose of the business of the partnership in creating this agreement. The initial capital contribution from each partner and property and assets initially owned by the partnership should also be indicated.