LIV PARTNERSHIP DEED
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PARTNERSHIP DEED
PARTNERS:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
and
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
As this document requires addition and/or amendment to ensure Its suitability for a particular
transaction it should only be used by a solicitor.
PARTNERSHIP DEED
The parties become partners in accordance with the terms of this document which is executed,
delivered and operates as a deed.
GENERAL CONDITIONS OF PARTNERSHIP
Schedule Items
1.
Partnership
Business
Commencement
2.
3.
4.
Firm name
Place of Business
Bank Account
Ownership
5.
Loans by partners
6.
Drawings
7.
Salaries
8.
Books of Accounts
9.
Annual Accounts
10.
Partners' Duties
11.
A reference in this document to an Item is a reference to an Item in the Schedule
which is attached to and forms part of this deed.
The partnership business is stated in Item 2 and includes any other business agreed
by the partners.
The partnership starts on the starting date stated in Item 3 and continues until
ended in accordance with this deed.
The partners will:
(a) carry on the partnership business under the partnership name stated in Item 4
or any other name agreed by the partners.
(b) carry on the partnership business at the place of business stated in Item 5 or any
other place agreed by the partners.
(c) maintain a partnership bank account at a bank agreed by the partners. The bank
account may be operated only in the ordinary course of the partnership
business. Cheques drawn on the partnership account must be signed as agreed
by the partners.
The percentages stated in Item 6 apply to:
(a) contribution of capital;
(b) ownership of assets;
(c) share of profit;
(d) liability for losses.
The following will be treated as interest free loans repayable on demand:
(a) capital contributions in excess of percentage ownership;
(b) undrawn profits.
Each partner may draw out of the partnership bank account agreed amounts on
account of profits. Any partner who has drawn any sum in excess of the partner's
share of profit must repay the excess to the partnership account when the annual
accounts of the partnership are prepared.
A partner may be paid an agreed salary which is to be treated as a working expense.
Books of account must be kept properly and must not be removed from their usual
place without consent of the partners. Each partner may have free access to the
books of account and may copy them personally or by an agent.
Balance sheet, profit and loss statement and other appropriate accounts must be
prepared as soon as possible after the end of the financial year. Copies must be
supplied to all partners who will be bound by them, but if any error is discovered
within 12 months of supply, it must be rectified.
The partners must:
(a) devote all their time and attention to the partnership business during normal
working hours and use their best endeavours to carry it on for the benefit of the
partnership;
(b) obtain the consent of the other partners before engaging or, except for gross
misconduct. dismissing any agent or employee of the partnership;
(c) punctually pay their personal liabilities and indemnify the other partners against
Restrictions
12.
End of Partnership
Agreement
Expulsion
13.
Death
Retirement
Effect of End of
Partnership
14.1
them;
(d) promptly pay all money, cheques and proceeds of negotiable instruments
received by them on account of the partnership into the partnership bank
account;
(e) be just and faithful to the other partners and at all times give them full
information and truthful explanations of all matters relating to the affairs of the
partnership and give them every assistance in carrying on the partnership
business for their mutual advantage.
A partner must not, without the prior written consent of the other partners:
(a) directly or indirectly engage in any business other than that of the partnership;
(b) use any of the partnership assets or pledge the partnership credit except in the
ordinary course of partnership business;
(c) have any dealings on behalf of the partnership with any person whom any other
partner has previously forbidden the partner to trust;
(d) lend any of the assets of the partnership;
(e) give any security or promise for the payment of money by the partnership
except in the ordinary course of partnership business;
(f) endanger partnership property;
(g) assign, mortgage or charge partnership assets or profits;
(h) compromise, compound or, except on payment in full. release or discharge any
partnership debt.
A partner who breaches any provision in this clause must indemnify the other
partners against any resulting loss or expense.
The partnership ends in any of the following ways:
13.1 If the partners agree.
13.2 If a partner (the "defaulting partner") defaults by:
(a) breaching any of the provisions of clauses 11 or 12;
(b) committing an act of bankruptcy or taking any step under the provisions of the
Bankruptcy Act 1966;
(c) having that partner's interest in the partnership taken in execution under any
legal process or rendering it liable to be sold by any mortgagee;
(d) becoming physically or mentally unfit to attend to the partnership business;
(e) being absent from the partnership business without the consent of the other
partners for more than 6 weeks in any period of 12 months;
(f) being convicted of a criminal offence involving dishonesty; or
(g) doing or permitting anything which would be a ground for the dissolution of the
partnership by a court;
and the other partners, within one month after becoming aware of the default,
serve written notice on the defaulting partner ending the partnership.
13.3 If a partner (the "deceased partner") dies.
13.4 If a partner (the "retiring partner") gives at least 3 months' written notice of
the date on which the retiring partner will retire.
If the partnership is ended, the other partners may elect to carry on the partnership
business by written notice:
(a) if under clause 13.2, to the defaulting partner. The notice must be served at the
date of service of the notice ending the partnership and the other partners
must purchase the interest of the defaulting partner in the partnership as at the
date of service of the notice;
(b) if under clause 13.3, to the legal personal representative of the deceased
partner. The notice must be served within one month of knowledge of death
and the other partners must purchase the interest of the deceased partner as at
the date of death;
14.2
14.3
Realisation
15.
Notices
16.
Mediation
17.1
17.2
17.3
17.4
17.5
Governing Law
Additional Terms
18.
19.
(c) if under clause '13.4, to the retiring partner. The notice must be served within
one month of receiving notice of retirement from the retiring partner and the
other partners must purchase the interest of the retiring partner as at the date
of retirement.
The purchase price and terms of payment may be agreed, but if not agreed, must be
fixed by a suitably qualified value acceptable to the partners or appointed by the
president of the Law Institute of Victoria at the request of any partner. The value
may fix the charges for the valuation, which must be paid in the proportions of
percentage ownership.
The end of the partnership must be advertised as provided in section 41 of the
Partnership Act 1958 and the cost of advertising must be paid in the proportions of
percentage ownership.
If the partnership is ended and the partners do not elect to carry on the partnership
business in accordance with clause 14, then the assets of the partnership must be
realised and the proceeds applied in this order;
(a) the costs of realisation and distribution;
(b) payment and discharge of liabilities;
(c) repayment of loans from partners;
(d) undrawn profits;
(e) partners' capital;
and any surplus must be divided in the proportions of percentage ownership.
Any notice required by this deed may be given by a partner or partner's solicitor
and may be served personally or by post at the last known address of the
partner. If posted, it will be deemed served 2 business days after posting.
The partners must attempt to resolve any dispute by mediation. The mediation
procedure is:
(a) Any partner may start mediation by serving a mediation notice on the other
partners.
(b) The notice must state that a dispute has arisen and identify what is in
dispute.
(c) The partners must jointly appoint a mediator. If the partners fail to agree on
the appointment within 7 days of service of the mediation notice, any
partner may apply to the president of the Law Institute of Victoria to
appoint a mediator.
(d) The partners must comply with the instructions of the mediator.
(e) If the dispute is not resolved within 30 days of the appointment of the
mediator, or any other date agreed by the partners in writing, the
mediation ceases.
The mediator may fix the charges for the mediation which must be paid in the
proportions of percentage ownership.
If the dispute is settled, all partners must sign the terms of settlement and these
terms are binding on the partners.
The mediation is confidential and:
(a) written statements prepared by the mediator or the partners, and
(b) any discussions between the participants to the mediation, before or during
the mediation, cannot be used in any legal proceedings.
It must be a term of the engagement of the mediator that the partners release the
mediator from any court proceedings relating to the partnership or the mediation.
The law of Victoria applies to the partnership.
This deed includes any additional terms endorsed on or annexed to it.
1.
SCHEDULE
PARTNERS: xxxxxxxxxxxxxxxxxxxxxxx and xxxxxxxxxxxxxxxxxxxxxxx
2.
PARTNERSHIP BUSINESS: xxxxxxxxxxxxxxxxxxxxxxx
3.
STARTING DATE: xxxxxxxxxxxxxxxxxxxxxxx
4.
PARTNERSHIP NAME: xxxxxxxxxxxxxxxxxxxxxxx
5.
PLACE OF BUSINESS: xxxxxxxxxxxxxxxxxxxxxxx
6.
PERCENTAGE OWNERSHIP: xxxxxxxxxxxxxxxxxxxxxxx
DATED the
XX
day of
XX
SIGNED SEALED AND DELIVERED by: xxxxxxxxxxxxxxxxxxx
in the presence of: xxxxxxxxxxxxxxxxxxx
SIGNED SEALED AND DELIVERED by: xxxxxxxxxxxxxxxxxxxxxx
in the presence of: xxxxxxxxxxxxxxxxxxx
This deed is to be executed under seal by all partners
20 XX