Five Parties Limited Partnership Agreement (a general partnership) will be established under local law. It provides a basic Limited Partnership framework only. This agreement is drafted in favour of the General Partner.
LP1, LP2, LP3 and LP4 (each a "Limited Partner", together with the "Limited Partners”) wish to establish a partnership with the General Partner (each a “Partner”, together with the “Partners”) in [Territory] under the name of [name] (the Partnership) for the purpose of [business].
The Partners wish to regulate their relationship as partners in the Partnership and the management of the Partnership in accordance with the terms of this Agreement.
The Business shall be conducted in the best interests of the Partnership on sound commercial profit-making principles in accordance with the Business Plan. The Partners shall use all reasonable endeavours to procure its prompt and effective implementation.
The liabilities of the Partners under guarantees (so far as possible) shall be several and not joint and several. If a claim is made under any such guarantee against a Partner, it is entitled to such a contribution from the other Partner as will ensure that the aggregate liability is borne by the Partners in their respective Percentage Shares.
The number of profits and losses in respect of any Accounting Period shall be determined from the Accounts of the Partnership. All profits and losses of the Partnership for any Accounting Period shall be allocated to the Partners in proportion to their Percentage Shares unless the Partners agree otherwise.
All profits and losses allocated shall be respectively credited or debited to the Partners' current accounts.
Any cash available to the Partnership which the General Partner determines is surplus to the requirements of the Partnership shall, at the request of any Partner, be distributed to General Partner, LP1 and LP2 in accordance with their respective Percentage Shares.
Overall supervision of the Business is the responsibility of the General Partner. The General Partner has authority to act on behalf of the Partnership in all matters in connection with the Business and will carry out its duties in such manner as the General Partner considers to be in the best interests of the Partnership.
Subject to any other provision of this Agreement, a person may be admitted as a General Partner after the registration with the Companies House is filed only with the written consent of each General Partner and the vote or written consent of fifty-one percent (51%) of all Partners.
In the case where there is more than one General Partner, the General Partners shall meet quarterly. In addition, any General Partners has the right to convene a meeting of the General Partners at any time. Any meeting of the General Partners shall be called by the Chairperson and conducted.
The quorum for any meeting of the General Partner (other than an adjourned meeting) is at least one representative from each General Partner. If that quorum is not present within 30 minutes from the time appointed for the meeting or if during the meeting the quorum ceases to be present, the meeting shall be adjourned for seven (7) Business Days.
At least seven (7) Business Days' written notice shall be given of any meeting of the General Partners, provided that a shorter period of notice may be given with the written approval of all General Partners. Any such notice shall include an agenda identifying in reasonable detail the matters to be discussed and shall be accompanied by copies of any relevant papers to be discussed at the meeting and any resolutions to be tabled. A meeting of the General Partner may consist of a conference between General Partners who are not all in one place, but of whom each is able (directly or by telephonic communication) to speak to each of the others and to be heard by each of the others simultaneously; and the word meeting in this Agreement shall be construed accordingly.
Any General Partner can require the Chief Executive or any other Executive Manager to attend (but not vote at) all or part of any meeting of the General Partner in order to provide information or views. The General Partner must notify the relevant Executive Manager and the Chairperson and the other General Partners within five Business Days of receiving the notice of meeting that the Executive Manager's attendance is required and specify the items on which his information or views will be required.
Resolutions of the General Partner shall be passed as follows:
(a) Each General Partner has one vote. Any General Partner who is absent from the meeting may nominate any other General Partner who is present to act as his alternate and to vote in his place at the meeting.
(b) The General Partners present (if constituting a quorum) shall nominate a chairperson for that meeting; any General Partner acting as such a chairperson shall continue to have his vote.
(c) Resolutions of the General Partners are passed by a simple majority.
(d) Should the number of votes be identical under (c), the resolutions shall be passed by a majority of the shares (51%) of the General Partners.
In the event of deadlock on any vote taken which cannot be resolved after a further meeting of the General Partners, the matter shall be referred to the Chief Executives or other senior representatives of the Partners whose determination (if unanimous) shall bind the General Partners.
The following Reserved Matters shall, in any event, require approval by 75% in voting rights of the General Partners:
(a) any change in the nature or scope of the Business (including any material business acquisition or disposal exceeding [amount] in value or any material partnership or joint venture);
(b) any material change in the organisation of the Partnership;
(c) appointing or removing the Chief Executive or any material change in their respective employment terms;
(d) approving the Business Plan and Budget or any material deviation from the Business Plan or Budget;
(e) any expenditure on any particular item which is more than [amount] (except as provided for in the relevant Budget);
(f) disposing of (including the grant of any security interest or other encumbrance over) any Partnership property where the value of the property exceeds [amount] ;
(g) any transaction with a Partner or its Affiliate (or any material amendment to any contract with a Partner or its Affiliates);
(h) removing Auditors and appointing new Auditors;
(i) any change in the accounting policies of the Partnership;
(j) commencing, settling or ceasing any litigation or arbitration involving the Partnership other than any litigation or arbitration involving (i) a dispute pursuant to this Agreement or (ii) a claim of less than [amount];
(k) the borrowing or lending by the LLP or the giving of [amount];
(l) any guarantee or undertaking by the LLP of or in respect of any sum or connected sums being (in the aggregate where appropriate) in excess of [amount];
(m) any determination whether any cash available to the Partnership is surplus to the requirements of the Partnership.
7.14 Except as provided below, the Limited Partners shall not have either the obligation or the right to take part, directly or indirectly, in the active management or control of the business of the Partnership. The following Partnership actions may only be taken after approval by vote of the Partners:
(a) veto of a call for additional capital;
(b) admission of an additional General Partner;
(c) admission of an additional Limited Partner;
(d) admission of a Successor General Partner;
(e) amendment of the Partnership Agreement as provided in
(f) the sale or transfer of the Business;
(g) any loan by a Partner to the Partnership;
(h) consent to dissolution; and
(i) election of a new general partner.
The quorum for any meeting of the Partners (other than an adjourned meeting) is Partners holding more than 50% of the voting power shall be present in person or by proxy with at least one representative from each General Partner. If that quorum is not present within 30 minutes from the time appointed for the meeting or if during the meeting the quorum ceases to be present, the meeting shall be adjourned for seven (7) Business Days.
At least fourteen (14) Business Days' written notice shall be given of any meeting of the Partners, provided that a shorter period of notice may be given with the written approval of all Partners. Any such notice shall include an agenda identifying in reasonable detail the matters to be discussed and shall be accompanied by copies of any relevant papers to be discussed at the meeting and any resolutions to be tabled. A meeting of the Partners may consist of a conference between Partners who are not all in one place, but of whom each is able (directly or by telephonic communication) to speak to each of the others and to be heard by each of the others simultaneously; and the word meeting in this Agreement shall be construed accordingly.
Except where otherwise expressly set forth in this Agreement, all of the acts shall be approved by fifty-one percent (51%) vote of the interests of the Partners, each Partner having one vote for each one percent (1%) interest in profits and losses owned by that Partner with the General Partner having the same voting rights as a Limited Partner.
The Partners hereby acknowledge that any General Partner may be the Manager or General Partner of other partnerships and may continue to manage other partnerships, and may continue to engage in other related business, whether or not competitive with the business of the Partnership.
Unless fraud, deceit, or a wrongful taking is involved, the General Partner shall not be liable or obligated to the Limited Partners for any mistake of fact or judgment made by the General Partner in operating the business of the Partnership that results in any loss to the Partnership or its Partners. The General Partner does not, in any way, guarantee the return of the Limited Partners' capital or a profit from the operations of the Partnership. The General Partner shall not be responsible to any Limited Partner because of a loss of that Partner's investment or a loss in operations unless it has been occasioned by fraud, deceit, or a wrongful taking by the General Partner.