Two 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 (the "Limited Partner") wishes 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 Limited Partner shall not participate in the management or operation of the business of the Partnership. The General Partner may not be removed by the Limited Partner.

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.

 

How to use this Document?

This shareholders' agreement should be carefully read by the partners involved.

All partners should sign and return a copy, and once signed, all parties should get a copy.

To avoid any future disputes, all parties may wish to have their signatures witnessed.

If any of the parties wish to amend the agreement in the future, all parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by all parties.