Four 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 Limited Partner.
LP1, LP2 and LP3 (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.
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.
Subject to the provisions governing transfers of Partnership interests, a person may acquire an interest in the Partnership directly from the Partnership and be admitted as an Additional Limited Partner only with the approval of the General Partner and fifty-one percent (51%) of all Partners. Each Partner's interest will be proportionally reduced to admit the new Limited Partner.
The Limited Partners shall not participate in the management or operation of the business of the Partnership. The General Partner may not be removed by the Limited Partners.
The Partnership shall pay reasonable fees to the General Partner for services rendered to the Partnership, as determined by the Partners
Other than his share of profits and losses, the General Partner shall not be entitled to any additional compensation for services rendered as General Partner.
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 in accordance with the provisions.
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 simple majority.
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 vote of the Partners whose determination shall bind the General Partners.
The following Reserved Matters shall, in any event, require unanimity 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 other Executive Member 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.
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 a 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;
(i) remuneration of the General Partner; and
(j) 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 thirty (30) 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 (in particular, of any matter, set out in clause 7.14) 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 General Partner shall devote such care, attention, and business capacity to the affairs of the Partnership as may be reasonably necessary and shall exercise reasonable business judgment in managing the affairs of the Partnership.
Any of the Partners may engage in or possess an interest in other business ventures of every nature and description independently or with others, and neither the Partnership nor the Partners shall have any right by virtue of this Agreement in and to any such independent ventures or to the income or profits derived therefrom.
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