Three 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 and LP2 (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 Partners shall respectively make initial contributions to the capital of the Partnership as follows:
(a) General Partner: [describe or refer to a commitment to providing initial contribution: cash, assets, transfer of property etc.]
(b) LP1: [describe or refer to a commitment to providing initial contribution: cash, assets, transfer of property etc.]
(c) LP2: [describe or refer to a commitment to providing initial contribution: cash, assets, transfer of property etc.]
The Partners acknowledge and agree that following the initial contributions:
(a) General Partner's Capital Account shall be credited ;
(b) LP1's Capital Account shall be credited ;
(c) LP2's Capital Account shall be credited ;
The Percentage Shares of the Partners shall accordingly be X per cent for General Partner, Y per cent for LP1 and Z per cent for LP2 (or such other percentages as may from time to time be a consequence of any sale, assignment, transfer or disposal of the whole or part of a Partner's Partnership Interest pursuant to or as permitted by this Agreement).
Each Partner undertakes that it will during the term of this Agreement contribute its Percentage Share of all funding required by any relevant Budget or as agreed by the General Partner pursuant to clause 5.3.
All capital contributed by General Partner, LP1 and LP2 to meet funding pursuant to clauses 5.1 or 5.3 shall (unless otherwise agreed by the Partners) be treated as a capital contribution and credited to its respective Capital Account.
Each Partner undertakes that, if the General Partner resolves that further funding from the Partners is required in addition to any such finance provided for in any relevant Budget and/or obtained from any third party borrowing, it will contribute its Percentage Share of the additional required funding on the terms or on such other terms as the Partners agree.
All sums contributed shall also be credited to the relevant Partner's Capital Account.
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.
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 General Partner.
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.
Except as otherwise set forth in this Agreement, the General Partner shall have sole and exclusive control of the Limited Partnership. The General Partner shall have the power and authority to take such action from time to time as he may deem to be necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Partnership, including without limitation the power to:
Acquire property, including real or personal property, for the use of the Partnership upon such terms and conditions as the General Partner, may, from time to time, determine to be advantageous to the Partnership;
Finance the Partnership's activities by borrowing money from third parties on such terms and under such conditions as the General Partner deems appropriate. When money is borrowed for Partnership purposes, the General Partner shall be, and hereby is, authorized to pledge, mortgage, encumber, or grant a security interest in Partnership properties as security for the repayment of such loans.
Employ, retain, or otherwise secure the services of such personnel or firms deemed necessary by the General Partner for or to facilitate the conduct of Partnership business affairs, all on such terms and for such consideration as the General Partner deems advisable; and
Take any and all other action which is permitted by law and which is customary in or reasonably necessary related to the conduct of the Partnership business or affairs.
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.
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.
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