The Partnership Deed is a legal
document addresses the rights and obligations of the parties to the
partnership. This is like a constitution which shows the direction on how the
partners under the partnership should regulate themselves.
On other way we can say this
document is the contract whereby the partners are bound to follow. Because the
partnership does not have a legal personality the mistake of single partner may
affect the rest of partners in one way or another, therefore it is better the
deed to be drafted well to cover all important details touch their partnership.
Herein under is template of the Partnership Deed
PARTNERSHIP DEED
THIS PARTNERSHIP DEED is made at Dar es salaam on this.........day of.........2017
BETWEEN
Comfort M. Ngowi of
Po Box……………………………………(hereinafter referred as a PARTNER) on the one part
AND
Faith M. Ngowi of Po
Box ……………………………………..(hereinafter referred as a PARTNER) on the other part
WHEREAS Partners are hereby agreed to be bound by terms provided
under this Partnership Deed as follow:
1. INTERPRETATION
In this paragraph some terms
relating to the deed may be defined. These terms are those which might arouse
ambiguities at the future; therefore it is necessary for them to be defined on
how they are going to be used. This part is not necessary if such kinds of
terms are not there.
2. PARTIES
Here you have to provide names of
parties under the Partnership Deed. You may also add a sentence explaining on
how a person who wishes to join the partnership can do. Remember the
partnership can comprise more than two
members.
In the deed you can put the following
words 'That the parties to this partnership are Comfort M. Ngowi and Faith M.
Ngowi. Therefore the partner may agree to join any person to the Partnership
after meet certain provided qualifications.
If there is a Partner who is a
minor then his parent or guardian who reaches the age of majority can be
a partner instead of him temporarily until that minor turns eighteen (18) years.
3. NAME OF BUSINESS
Under this paragraph you have to
provide the name of the business. The business name is a trade name partnership
going to use in conducting business. Example, under this clause you may put
like this 'That the Partnership business name is so and so'
4. OBJECT OF THE PARTNERSHIP
What the partnership is made for?
Here you have to provide the target of forming a partnership. You can say 'That
the object of partnership agreement is doing a Poultry Business'
5. CAPITAL
This is money or properties
brought in the partnership by partners. In capital clause you may show the
percent or amount or share of each partner contributed to it. Example you may
wish to say 'That in this partnership Comfort M. Ngowi has contributed 20
Million Tanzania Shillings while Faith M. Ngowi contributes 60 Million Tanzania
Shillings.
However, not all kind of partnership
partners going to contribute in terms of money. For instance, in Poultry
farming business i have referred above one partners may contribute in terms of
properties or one of them contribute the money and other properties, or both of
them contribute both, money and properties.
Likewise in this clause you may
provide details on what if at the future a capital would be required? Also
which amount each partner is going to contribute.
6. BUSINESS PLACE
This clause should explain the
place where a partnership business is going to be conducted. You may put in
this way 'That the partnership business shall be carried out at Msoga Plot No.
so and so Bagamoyo, Pwani.'
7. MANAGEMENT AND DECISION MAKING
How the management of the
partnership will be conducted also how decision should be done. For example, date,
time and place where partnership meeting should be conducted whether at the
partnership premises or somewhere else, Coram when decision is made does it
require consent of all partners?, or things relating to how to deal with
partnership Bank account.
8. PARTINERS DUTIES AND RESPONSIBILITIES
In this paragraph the duties and
responsibilities of the partners in the partnership should be covered. Examples:
the partners should be doing the
business in good faith, the partners is duty bound not to disclose confidential
information to any parson relating to the partnership, or every partner has
responsibilities to attend a business of the partnership.
9. PROFIT AND LOSSES
The profit and losses of the
partnership will be distributed to the partners equal to the proportion of
their shares. This is done at the end of financial year of the partnership
business.
10. ACCOUNTING RECORDS
Records relating to accounts of
the partnership shall be kept at the business premises. The nature of those
records shall be in the manner similar to those engaged on the same kind of the
business.
11. LOANS TO THE PARTNERSHIP
The loans to the partnership
paragraph should provide all details concerning the loans which may be taken for
the partnership business. A loan may be taken to the bank after partners agreed
or any partner may advance any sum to the partnership that will be out of his
share to the partnership and he should be paid in the agreed rate.
12. DETERMINATION OF PARTNERSHIP
At this paragraph you are going
to give an explanation on how the partnership will come to an end. Example; if
a partner dies, when a partner suffered an illness or injury which prevent him
to participate into the partnership business to the certain period of time,
serious breach the terms of this deed, failure to account for the money he has
received to the business transactions relating to the partnership, when partner
declared bankrupt, if the partner convicted with serious offence, or if fail to
pay the money he owed by the partnership within certain period of time.
13. RESTRICTIONS
This section is going to impose
restrictions to the partners regarding some actions. For instance, restrictions
may be not to employ or dismiss an employee of the partnership without partner’s
full consent, not to lend the partnerships money to any person, not to become a
guarantor of any person, not to divulge any confidential information of
partnership to the person who is not required to have it, not to deal with Bank
account of partnership in other way than the accepted one under the deed, or
not to be involved to any other business or occupation than the partnership
business.
14. DISPUTE RESOLUTION
This is a forum to take a matter
when the dispute arises concerning the partnership. The parties may agree to
take a matter directly to the Arbitrator instead of Court.
15. APPLICABLE LAW
If the deed involves partners
from several jurisdictions then they may agree also which law should be used.
IN WITNESSETH WHEREOF the parties hereto have executed these
presents on the day and date first above written.
SIGNED and DELIVERED at.... by the said}
.......who is personally known to me in} my presence this.........day of........} PARTNER
Name: ..................................
Signature:..............................
Postal Address: ........................
Qualification: .........................
SIGNED and DELIVERED at.....by the said}
.......who is personally known to me in}
my presence this.........day of.......} PARTNER
my presence this.........day of.......} PARTNER
Name: ..................................
Signature: .............................
Postal Address: ........................
Qualification: .........................
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