Sample Partnership/LLP Agreement

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Appendix

Sample Partnership/LLP Agreement

The following sample agreement is for illustrative purposes only. It is not intended to form the basis of an agreement for a particular client, and should not be used as such.

It is drafted in the form of a partnership agreement, but may be read as an LLP agreement by substituting the terms ‘LLP’ and ‘Member’ for ‘Partnership’ and ‘Partner’, and making the additions and deletions indicated.

Where appropriate, clauses have been cross-referenced to relevant chapters of this book.

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222 Partnership and LLP Law Parties and Recitals

This Agreement is made the 1st day of July 2017

Between

Adel Alyamani of 12 Herring Street, Nottingham

Bryan Bell of ‘Whitewalls’, Talbot Lane, Nottingham

and

Caroline Clark of 27a Pelton St, Derby

[LLPs only]

and

Chilwells LLP of Beeston House, Wollaton Road, Nottingham, a limited liability partnership registered under the Limited Liability Partnerships Act 2000 as number OC0000, and of which the other parties to this Agreement have agreed to be members.

The parties to this Agreement (‘the Partners’) wish to carry on business together in partnership (‘the Partnership’) under this Agreement from 1 July 2017 in substitution for any previous deed or agreement between them. The purpose of this Agreement is to declare the terms on which the Partnership will be carried on.

Now it is agreed as follows

1 Interpretation
1.1 In this Agreement the following words and expressions shall have the following meaning:

‘Accounting Date’ the 31st of March in each year or such other date as the Partners may agree

‘Accounting Period’ the year or other period of account ending on the Accounting Date

‘Partnership Accountants’ Messrs Jones & Jones of 31 Stoney Street, Leicester or such other firm of accountants

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Sample Partnership/LLP Agreement 223 as may be appointed by the Partnership from time to time

‘Partnership Accounts’ the profit and loss accounts and balance sheet as provided for in Clause 21.3

‘Partnership Auditors’ Messrs Smith & Smith of 2 Stanton

Square, Leicester or such other firm of accountants as may be appointed by the Partnership from time to time ‘Partnership Bank’ Denton Bank or such other bank as the

Partners may unanimously agree ‘Partnership Bank Account’ any account in the name of the Partnership at the Partnership Bank
‘Partnership Business’ the business of the Partnership as provided in Clause 2
‘Partnership Solicitors’ Messrs Bloggs & Bloggs of 97 Fetter

Street, Loughborough or such other firm of solicitors as may be appointed by the Partnership from time to time

[Limited partnerships only]

General Partners the Partners registered as General Partners at Companies House

Limited Partners the Partners registered as Limited Partners at Companies House

[LLPs only]

‘Designated Members’ those members specified in the incorporation document or notified to the Registrar from time to time

‘LLP Auditors’ Messrs Smith & Smith of 2 Stanton Street, Leicester or such other firm as may be appointed by the Designated Members from time to time

1.2 In this Agreement the masculine shall include the feminine and the singular shall include the plural.

1.3 A reference to a numbered clause is a reference to the relevant clause of this Agreement.

1.4 A copy of this Agreement and any amendments to it pursuant to Clause 22 shall be held by the Partnership Solicitors.

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224 Partnership and LLP Law 2 Business of the Partnership

The Partners are in the business of accountants.

3 Name of the Partnership
[General partnerships only]

The name of the Partnership is Alyamani and Partners.
[Limited partnerships only]

The registered name of the Partnership is Alyamani and Partners LP. The Partnership will carry on business under the name Alyamani. [LLPs only]

The registered name of the LLP is Alyamani LLP. The LLP will carry on business under the name Alyamani.
[See also Chapter 2]

4 Principal place of business

The principal place of business of the Partnership is 131–133 Marshall Green Road, Nottingham.

[General and limited partnerships only] 5 Duration and dissolution
5.1 The Partnership is to continue until such time as the Partners unanimously agree that it should be dissolved and record that agreement in writing.

5.2 The death, dissolution, insolvency, expulsion or other departure of a Partner shall not dissolve the Partnership.

5.3 Any Partner may require notice of the dissolution to be publicised to clients of the Partnership and otherwise.

[LLPs only]
5 Duration
5.1 The LLP is to continue until such time as it is struck off the register by the Registrar.

5.2 The Designated Members shall apply to the Registrar for the LLP to be struck off in accordance with the statutory provisions applicable from time to time if the Members unanimously agree that it should be struck off and record that agreement in writing.
[See also Chapter 11]

6 Capital
6.1 The Partnership is commenced with total capital of £100,000 contributed as follows:

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Sample Partnership/LLP Agreement 225 £50,000 by Adel Alyamani in the form of £10,000 cash and £40,000 being the value of the lease of the premises at 131–133 Marshall Green Road, Nottingham assigned to the Partnership by the said Adel Alyamani;
£30,000 by Bryan Bell in the form of £20,000 cash and £10,000 worth of stock-in-trade; and
£20,000 by Caroline Clark in the form of £20,000 cash.

6.2 [omit for LLPs only] This capital together with the profits and losses relating to such capital (including Partnership property) shall belong to the Partners in the proportions in which it has been contributed by them.

6.3 Further contributions of capital shall be made as required from time to time by agreement of a majority in number of the Partners.

6.4 No interest shall be payable to the Partners on their capital contributions.
[Limited partnerships only]

6.5 A Limited Partner who withdraws his capital contribution during the continuance of the Partnership remains liable to repay it.
[See also Chapter 8]

7 Partnership property
7.1 The property of the Partnership shall include:

7.1.1 All the vehicles, furniture, safes, professional and computer equipment, intellectual property rights, confidential information (whether written or stored in electronic form) and all other property in or about the Partnership premises and used or acquired for the purposes of the Partnership Business.

7.1.2 The lease or tenancy of any premises...