Partnership Agreement - Long Form (England and Wales)

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A Long Form Partnership Agreement Template for use in England and Wales (UK).

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When two or more individuals become the owners of a for-profit business, it is not wise to rely on a handshake or spoken understanding. Formalizing your partnership arrangement in writing is vitally important to the success and profitability of a business. By agreeing on the terms of the partnership, and putting that agreement explicitly into writing, you are minimizing the chance of future confusion, conflict and crisis, and taking critical steps towards ensuring the smooth operation of your business.

By formalizing the particulars involved in the operation of your business from the outset-determining a myriad of crucial issues ranging from the division of work to profit sharing to conflict resolution to what happens in case of dissolution of the partnership-you are taking the steps necessary towards avoiding communication breakdowns and setting a strong foundation for your business and your business relationship.

If you and your business partners do not use a Partnership Agreement, you will not only be putting yourself at a disadvantage in dealing with disputes when they arise, but you are risking misunderstandings which may then erupt into full-blown legal actions, which carry with them often devastatingly exorbitant costs, not to mention time, effort, hassle, and emotional and mental exhaustion.

Our lawyer-prepared Partnership Agreement (Long Form) allows you to structure your partnership relationship in a way that best suits your business and preserves your rights.

This packet identifies and explains many key elements in drafting this document; some of the important provisions incorporated herein include the following:
  • Identification of Fundamentals: Ranging from identifying the name of the business to the identification of the principal place of business to providing the residence of the business for legal purposes.
  • Monetary Matters: Identifying the structure of how profits and losses will be distributed among the partners.
  • Establishing Business: From the basic understanding of the partnership and its purpose to identifying the specific amount of capital contributed or to be contributed.
  • Description of Terms of the Agreement: Providing details regarding each term of the Agreement so as to easily tailor the form to your specific needs and best secure the separate provisions of your agreement.
  • Explanation of Roles: Sets forth and explains in detail the management of the business and management of the partnership.
  • Conflict Resolution: Sets forth the steps to be followed to resolve conflicts should any arise in the course of the partnership.
  • Transfer of Interests: Provides information and steps to follow regarding the how and when partnership interests and rights may be transferred.

This lawyer-prepared packet includes the following:
  1. Checklist & Instructions
  2. General Information
  3. Step-by-Step Instructions
  4. Partnership Agreement (Long Form) for England and Wales
Law Compliance: This form complies with the laws of England and Wales
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
Partnership Agreement  Long Form
(England & Wales)

 

 
This Partnership Agreement (the “Agreement”) is made as of ___________, by and between _______________________________________ and _____________________________________________ (each a “Partner,” collectively referred to as the “Partners”).
 
WHEREAS the parties wish to enter into a partnership with one another and formalise such partnership with a written agreement setting out its terms and conditions;
 
NOW THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:
 
1.  Name and Business:  The parties hereby form a partnership under the name of  _____________________________________________________ (the “Partnership”).  The Partnerships business is to ____________________
______________________________________________________________
(provide short description) and to engage in any other business that the Partners may determine from time to time in accordance with this Agreement.
 
2.  Principal Place of Business:  The principal place of business of the Partnership shall be _____________________________________________
_______________________________________________________and may be changed from time to time by agreement of the Partners.
 
3.  Term:  The term of the Partnership will begin on ____________________ and will continue until terminated as provided in this Agreement.
 
4.  Capital Contribution:  On or before ___________________ (provide date), each Partner shall contribute the capital described next to his/her name below (the “Initial Contributions”).  
 
      
 
PARTNER
INITIAL CAPITAL CONTRIBUTION
 
£
 
£
 
£
 
£
 
 
 
5.  Capital Accounts: The Partnership will establish and maintain individual capital accounts for each Partner which will consist of: 1) the Partners Initial Contribution, 2) any additional capital contributed by the Partner to the Partnership, 3) the Partners share of the Partnerships profits as decreased by his/her share of the Partnerships loses and distributions (the “Capital Accounts”).  No Partner shall be allowed to withdraw from his/her Capital Account without the written consent of all of the other Partners.
 
6.  Profits and Losses: the profits and losses of the Partnership and all income, loss, deductions, costs or credit shall be shared by the Partners in the following proportions (“Partnership Interest”):
 
PARTNER
PARTNERSHIP INTEREST
 
%
 
%
 
%
 
%
TOTAL
100%
 
7.  Distributions:  the Partnership will only make distributions in accordance with this Agreement and if all the Partners agree to such a distribution.
 
8.  Cheques:  Cheques in the name of the Partnership may/must (circle one) be signed by: (name the Partners)__________________________________
_____________________________________________________________.
 
9.  Accounting:  Accurate and complete books of account shall be kept by the Partners and entries promptly made of all of the transactions of the Partnership.  Such books and records shall be maintained at the principal office of the Partnership and each Partner shall have access to the books and records at all reasonable times.
 
10.  Management
 
A. Operations:  Except as all of the Partners may otherwise agree in writing, the Partners shall have equal rights in the management of the business in the ordinary course of business.  
 
B.  Prohibited Acts:  Without the consent and agreement of Partners having an aggregate Partnership Interest of not less than ________%, no Partner shall:
 
A.   Hire or discharge any employee for the Partnerships business;
B.   Enter into any agreement or series of agreements on behalf of the Partnership with an aggregate value greater than £___________________;
C.    Purchase any property or goods on behalf of the Partnership with an aggregate value greater than £ _________________;
D.   Borrow money or otherwise contract any debt on behalf of the Partnership which would require additional capital or further borrowing;
E.   Forgive any debt on behalf of the Partnership;
F.   Pledge the credit of the Partnership except for minor transactions in the ordinary course of business with an aggregate value of less than £_________________________;
G.   Confess judgment against the Partnership;
H.   Sign a security agreement or mortgage on behalf of the Partnership; or
I.   Sign a lease on behalf of the Partnership.
 
 
11.  Salaries:  Each Partner will receive the salary in the amount appearing next to his name.  
 
PARTNER
SALARY
 
£
 
£
 
£
 
£
(If no Partner is to receive a salary, write “none” in the box above.)
 
12. Transfer of Partnership Interests and Rights:  No Partner shall sell, assign, encumber, mortgage, transfer or otherwise dispose of his Partnership Interest, in whole or in part, unless: i) the remaining Partners all agree to such a disposition of Partnership Interest and ii) the proposed transferee agrees to be bound by all provisions of this Agreement and to become a Partner as described herein.
 
13.  Termination of Partnership:  
 
   A.  Unanimous Agreement.  The Partnership will terminate at any time upon unanimous agreement of the Partners. Upon the decision to terminate, the Partners will promptly liquidate the Partnership business and assets and wind-up its business by selling all of the Partnership assets, paying all Partnership liabilities, and by distributing the balance, if any, to the Partners in accordance with their Capital Accounts, as computed after reflecting all losses or gains from such liquidation in accordance with each Partner's share of the net profits and losses as determined under Section 6.
 
    B.  Withdrawal.  If one Partner notifies the other Partners of his intention to withdraw, the remaining Partners must within thirty (30) days: i) unanimously agree to buyout the withdrawing Partners Partnership Interest and continue the Partnership or ii) terminate the Partnership.
 
   C. Partners Death.  In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the remaining Partners must within thirty (30) days: i) unanimously agree to buyout the deceased or incompetent Partners Partnership Interest and continue the Partnership or ii) terminate the Partnership.
 
14.  Buyout:  If the remaining Partners decide to buyout a withdrawing, deceased or incompetent Partners Partnership Interest as described in Section 13B and 13C above, within thirty (30) days after the decision for such a buyout, the remaining Partners will pay the withdrawing Partner or his/her estate the following:
 
(check the applicable box denoting the appropriate buyout mechanism)
 
[_] the balance of the withdrawing or deceased Partners Capital Account reflecting all losses or gains at the time of the withdrawal, death or declared incompetency.
 
[_] the fair market value of the withdrawing or deceased Partners capital account as determined by an appraiser selected by the Partnership.
 
[_] other: ______________________________________________________
____________________________________________________________________________________________________________________________
 
15.  Name:  If one of the Partners withdraws, dies or is declared incompetent, as discussed in Section 13 above, the Partnership name shall remain the property of the remaining Partners.
 
16.  Binding Effect:  The covenants and conditions contained in the Agreement shall apply to and bind the Partners and their heirs, legal representatives, successors and permitted assigns.
 
17.  Cumulative Rights: The Partners rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.
 
18.  Waiver: The failure of the Partners to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of the Partners right to subsequently enforce and compel strict compliance with every provision of this Agreement.
 
19.  Severability: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
 
20.  Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
 
21.  Amendment:  This Agreement may be modified in writing and must be signed by all Partners.  Such amendment shall be have the same force and effect as if it had been originally included in this Agreement.
 
22.  Notice: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
 
Partner Name:
 
Address:_________________________
________________________________
________________________________
 
 
Partner Name:
 
Address:_________________________
________________________________
________________________________
 
 
Partner Name:
 
Address:_________________________
________________________________
________________________________
 
 
Partner Name:
 
Address:_________________________
________________________________
________________________________
 
Any Partner may change his/her address from time to time by providing notice as set forth above.
 
23.  Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of England & Wales.
 
 
[Remainder of page intentionally left blank]
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
 
 
 
PARTNER:
 
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
 
 
 
PARTNER:
 
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
 
 
PARTNER:
 
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
 
 
 
PARTNER:
 
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
 
 
 
Number of Pages15
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33560
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
Partnership Agreement  Long Form
(England & Wales)

 

 
This Partnership Agreement (the “Agreement”) is made as of ___________, by and between _______________________________________ and _____________________________________________ (each a “Partner,” collectively referred to as the “Partners”).
 
WHEREAS the parties wish to enter into a partnership with one another and formalise such partnership with a written agreement setting out its terms and conditions;
 
NOW THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:
 
1.  Name and Business:  The parties hereby form a partnership under the name of  _____________________________________________________ (the “Partnership”).  The Partnerships business is to ____________________
______________________________________________________________
(provide short description) and to engage in any other business that the Partners may determine from time to time in accordance with this Agreement.
 
2.  Principal Place of Business:  The principal place of business of the Partnership shall be _____________________________________________
_______________________________________________________and may be changed from time to time by agreement of the Partners.
 
3.  Term:  The term of the Partnership will begin on ____________________ and will continue until terminated as provided in this Agreement.
 
4.  Capital Contribution:  On or before ___________________ (provide date), each Partner shall contribute the capital described next to his/her name below (the “Initial Contributions”).  
 
      
 
PARTNER
INITIAL CAPITAL CONTRIBUTION
 
£
 
£
 
£
 
£
 
 
 
5.  Capital Accounts: The Partnership will establish and maintain individual capital accounts for each Partner which will consist of: 1) the Partners Initial Contribution, 2) any additional capital contributed by the Partner to the Partnership, 3) the Partners share of the Partnerships profits as decreased by his/her share of the Partnerships loses and distributions (the “Capital Accounts”).  No Partner shall be allowed to withdraw from his/her Capital Account without the written consent of all of the other Partners.
 
6.  Profits and Losses: the profits and losses of the Partnership and all income, loss, deductions, costs or credit shall be shared by the Partners in the following proportions (“Partnership Interest”):
 
PARTNER
PARTNERSHIP INTEREST
 
%
 
%
 
%
 
%
TOTAL
100%
 
7.  Distributions:  the Partnership will only make distributions in accordance with this Agreement and if all the Partners agree to such a distribution.
 
8.  Cheques:  Cheques in the name of the Partnership may/must (circle one) be signed by: (name the Partners)__________________________________
_____________________________________________________________.
 
9.  Accounting:  Accurate and complete books of account shall be kept by the Partners and entries promptly made of all of the transactions of the Partnership.  Such books and records shall be maintained at the principal office of the Partnership and each Partner shall have access to the books and records at all reasonable times.
 
10.  Management
 
A. Operations:  Except as all of the Partners may otherwise agree in writing, the Partners shall have equal rights in the management of the business in the ordinary course of business.  
 
B.  Prohibited Acts:  Without the consent and agreement of Partners having an aggregate Partnership Interest of not less than ________%, no Partner shall:
 
A.   Hire or discharge any employee for the Partnerships business;
B.   Enter into any agreement or series of agreements on behalf of the Partnership with an aggregate value greater than £___________________;
C.    Purchase any property or goods on behalf of the Partnership with an aggregate value greater than £ _________________;
D.   Borrow money or otherwise contract any debt on behalf of the Partnership which would require additional capital or further borrowing;
E.   Forgive any debt on behalf of the Partnership;
F.   Pledge the credit of the Partnership except for minor transactions in the ordinary course of business with an aggregate value of less than £_________________________;
G.   Confess judgment against the Partnership;
H.   Sign a security agreement or mortgage on behalf of the Partnership; or
I.   Sign a lease on behalf of the Partnership.
 
 
11.  Salaries:  Each Partner will receive the salary in the amount appearing next to his name.  
 
PARTNER
SALARY
 
£
 
£
 
£
 
£
(If no Partner is to receive a salary, write “none” in the box above.)
 
12. Transfer of Partnership Interests and Rights:  No Partner shall sell, assign, encumber, mortgage, transfer or otherwise dispose of his Partnership Interest, in whole or in part, unless: i) the remaining Partners all agree to such a disposition of Partnership Interest and ii) the proposed transferee agrees to be bound by all provisions of this Agreement and to become a Partner as described herein.
 
13.  Termination of Partnership:  
 
   A.  Unanimous Agreement.  The Partnership will terminate at any time upon unanimous agreement of the Partners. Upon the decision to terminate, the Partners will promptly liquidate the Partnership business and assets and wind-up its business by selling all of the Partnership assets, paying all Partnership liabilities, and by distributing the balance, if any, to the Partners in accordance with their Capital Accounts, as computed after reflecting all losses or gains from such liquidation in accordance with each Partner's share of the net profits and losses as determined under Section 6.
 
    B.  Withdrawal.  If one Partner notifies the other Partners of his intention to withdraw, the remaining Partners must within thirty (30) days: i) unanimously agree to buyout the withdrawing Partners Partnership Interest and continue the Partnership or ii) terminate the Partnership.
 
   C. Partners Death.  In the event any Partner dies or is declared incompetent by a court of competent jurisdiction, the remaining Partners must within thirty (30) days: i) unanimously agree to buyout the deceased or incompetent Partners Partnership Interest and continue the Partnership or ii) terminate the Partnership.
 
14.  Buyout:  If the remaining Partners decide to buyout a withdrawing, deceased or incompetent Partners Partnership Interest as described in Section 13B and 13C above, within thirty (30) days after the decision for such a buyout, the remaining Partners will pay the withdrawing Partner or his/her estate the following:
 
(check the applicable box denoting the appropriate buyout mechanism)
 
[_] the balance of the withdrawing or deceased Partners Capital Account reflecting all losses or gains at the time of the withdrawal, death or declared incompetency.
 
[_] the fair market value of the withdrawing or deceased Partners capital account as determined by an appraiser selected by the Partnership.
 
[_] other: ______________________________________________________
____________________________________________________________________________________________________________________________
 
15.  Name:  If one of the Partners withdraws, dies or is declared incompetent, as discussed in Section 13 above, the Partnership name shall remain the property of the remaining Partners.
 
16.  Binding Effect:  The covenants and conditions contained in the Agreement shall apply to and bind the Partners and their heirs, legal representatives, successors and permitted assigns.
 
17.  Cumulative Rights: The Partners rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.
 
18.  Waiver: The failure of the Partners to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of the Partners right to subsequently enforce and compel strict compliance with every provision of this Agreement.
 
19.  Severability: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
 
20.  Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
 
21.  Amendment:  This Agreement may be modified in writing and must be signed by all Partners.  Such amendment shall be have the same force and effect as if it had been originally included in this Agreement.
 
22.  Notice: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
 
Partner Name:
 
Address:_________________________
________________________________
________________________________
 
 
Partner Name:
 
Address:_________________________
________________________________
________________________________
 
 
Partner Name:
 
Address:_________________________
________________________________
________________________________
 
 
Partner Name:
 
Address:_________________________
________________________________
________________________________
 
Any Partner may change his/her address from time to time by providing notice as set forth above.
 
23.  Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of England & Wales.
 
 
[Remainder of page intentionally left blank]
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
 
 
 
PARTNER:
 
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
 
 
 
PARTNER:
 
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
 
 
PARTNER:
 
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
 
 
 
PARTNER:
 
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
 
 
 

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