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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 Neutral Form.
LP1 and LP2 (each a "Limited Partner", together the "Limited Partners”) wish to establish a partnership with the General Partner (each a “Partner”, together 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 commitment to provide initial contribution: cash, assets, transfer of property etc.]
(b) LP1: [describe or refer to commitment to provide initial contribution: cash, assets, transfer of property etc.]
(c) LP2: [describe or refer to commitment to provide initial contribution: cash, assets, transfer of property etc.]
The Partners acknowledge and agree that, following the initial contributions.
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.
All capital contributed by General Partner, LP1 and LP2 to meet funding 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 set out or on such other terms as the Partners agree.
All sums contributed shall also be credited to the relevant Partner's Capital Account.
The Partners are not obliged to provide guarantees to support the Partnership's financing commitments. If they do so, such guarantees shall be given in proportion to each Partner's Percentage Share. The liabilities of the Partners under such 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 amount 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 under clause 6.1 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.
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.
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.