Partnership Agreement Hong Kong
Partnership Agreement
This Partnership Agreement is made and entered into as of [DATE] by and between:
[Partner 1 Name], with its principal place of business at [Partner 1 Address] ("Partner 1"); and
[Partner 2 Name], with its principal place of business at [Partner 2 Address] ("Partner 2");
collectively referred to as the "Partners" and individually as a "Partner."
WHEREAS, the Partners desire to form a partnership for the purpose of [STATE PURPOSE OF PARTNERSHIP, e.g., operating a restaurant, providing consulting services] (the "Business");
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:
1. Partnership Formation.
1.1 Formation. The Partners hereby form a partnership (the "Partnership") to be known as [PARTNERSHIP NAME] (or such other name as the Partners may mutually agree upon).
1.2 Effective Date. The Partnership shall commence on the date first written above.
2. Partnership Purpose.
2.1 The primary purpose of the Partnership shall be to [STATE SPECIFIC PURPOSES OF THE PARTNERSHIP, e.g., operate a restaurant, provide consulting services, engage in research and development].
2.2 The Partnership may engage in any and all lawful activities incidental or related to the foregoing purposes.
3. Partnership Contributions.
3.1 Capital Contributions.
3.1.1 Partner 1 shall contribute [AMOUNT] [CURRENCY] in cash to the Partnership as its initial capital contribution (the "Partner 1 Capital Contribution").
3.1.2 Partner 2 shall contribute [AMOUNT] [CURRENCY] in cash to the Partnership as its initial capital contribution (the "Partner 2 Capital Contribution").
3.1.3 The Partner 1 Capital Contribution and the Partner 2 Capital Contribution shall be deemed to be loans to the Partnership until such time as the Partnership commences operations and generates sufficient profits to repay such loans.
3.2 Other Contributions.
3.2.1 Each Partner shall contribute their skills, expertise, and best efforts to the successful operation of the Partnership.
3.2.2 [ADD ANY OTHER CONTRIBUTIONS, e.g., use of personal property, provision of services]
4. Partnership Property.
4.1 All property, both tangible and intangible, acquired by the Partnership during the term of this Agreement shall be the property of the Partnership.
4.2 The Partnership shall maintain adequate insurance on all Partnership property.
5. Management and Control.
5.1 Management. The Partnership shall be managed by [STATE MANAGEMENT STRUCTURE, e.g., joint management, designated managing partner].
5.1.1 If [STATE CONDITION, e.g., a managing partner is designated], [NAME OF MANAGING PARTNER] shall be the managing partner of the Partnership.
5.1.2 The managing partner shall have the authority to [LIST SPECIFIC AUTHORITIES, e.g., enter into contracts on behalf of the Partnership, manage day-to-day operations].
5.2 Decisions.
5.2.1 All major decisions affecting the Partnership shall be made by [STATE DECISION-MAKING PROCESS, e.g., mutual agreement, majority vote].
5.2.2 [SPECIFY VOTING RIGHTS, e.g., each Partner shall have one vote].
6. Profits and Losses.
6.1 Profit and Loss Sharing. Profits and losses of the Partnership shall be shared by the Partners in the following proportions:
Partner 1: [PERCENTAGE]%
Partner 2: [PERCENTAGE]%
6.2 Distributions. Distributions of profits to the Partners shall be made [STATE FREQUENCY OF DISTRIBUTIONS, e.g., quarterly, annually] after payment of all Partnership liabilities and expenses.
7. Partner Duties.
7.1 Each Partner shall:
Devote their best efforts to the successful operation of the Partnership.
Act in good faith and in the best interests of the Partnership.
Not engage in any business activity that competes with the Partnership.
Maintain the confidentiality of all Partnership information.
8. Partner Liability.
8.1 Joint and Several Liability. The Partners shall be jointly and severally liable for the debts and obligations of the Partnership.
9. Indemnification.
9.1 Each Partner shall indemnify and hold harmless the other Partners from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or resulting from:
Any breach of this Agreement by the indemnifying Partner.
Any negligent or willful misconduct by the indemnifying Partner.
Any claim or action brought by a third party against the indemnified Partner arising out of the indemnifying Partner's actions or omissions.
10. Withdrawal or Expulsion of a Partner.
10.1 Withdrawal.
10.1.1 A Partner may withdraw from the Partnership upon [STATE CONDITIONS FOR WITHDRAWAL, e.g., giving [NUMBER] months' prior written notice to the other Partner].
10.1.2 Upon withdrawal, the withdrawing Partner shall be entitled to receive [STATE PAYMENT TERMS, e.g., their capital contribution plus their share of the Partnership's distributable profits].
10.2 Expulsion.
10.2.1 A Partner may be expelled from the Partnership upon [STATE CONDITIONS FOR EXPULSION, e.g., a finding of a material breach of this Agreement by a majority vote of the other Partners].
10.2.2 Upon expulsion, the expelled Partner shall be entitled to receive [STATE PAYMENT TERMS, e.g., the same payment terms as for withdrawal].
11. Dissolution and Winding Up.
11.1 Dissolution. The Partnership shall be dissolved upon the occurrence of any of the following events:
The mutual written consent of all Partners.
The withdrawal of a Partner as provided in this Agreement.
The expulsion of a Partner Any other event that renders the continuation of the Partnership impracticable or unlawful.
11.2 Winding Up. Upon dissolution, the Partnership shall be wound up in accordance with applicable law.
12. Dispute Resolution.
12.1 Negotiation and Mediation. The Partners shall use their best efforts to resolve any dispute arising out of or relating to this Agreement through negotiation and mediation.
12.2 Arbitration. If the Partners are unable to resolve a dispute through negotiation and mediation, the dispute shall be submitted to binding arbitration in accordance with the rules of [STATE ARBITRATION RULES, e.g., the Hong Kong International Arbitration Centre].
13. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
14. Entire Agreement.
This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written.
15. Notices.
15.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or by reputable overnight courier service, to the following addresses:
If to Partner 1: [Partner 1 Address]
If to Partner 2: [Partner 2 Address]
or to such other address as either Partner may designate in writing from time to time.
16. Amendments.
This Agreement may be amended or modified only by a written instrument signed by all of the Partners.
17. Severability.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
18. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
19. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
20. Headings.
The headings herein are for convenience and reference only and shall not affect the interpretation or construction of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
[Partner 1 Name]
By: [Authorized Representative Name and Title]
[Partner 2 Name]
By: [Authorized Representative Name and Title]
Please note:
This is a sample Partnership Agreement and may not be suitable for all situations.
How Bestar can Help
Bestar can assist with the Partnership Agreement by providing a comprehensive review and guidance. Here's how we can help:
Review the Sample Agreement: Bestar can carefully examine the sample Partnership Agreement provided, ensuring it aligns with the specific requirements and legal framework of Hong Kong.
Identify Key Considerations: We will highlight crucial aspects to consider, such as:
Partnership Structure: Whether a general or limited partnership is most suitable.
Capital Contributions: Clarifying the amount, type, and valuation of contributions.
Profit and Loss Sharing: Determining the appropriate profit-sharing ratio and how losses will be allocated.
Management and Decision-Making: Establishing clear roles, responsibilities, and decision-making processes.
Dispute Resolution: Incorporating effective mechanisms for resolving disagreements.
Exit Strategies: Defining procedures for partners to leave the partnership (withdrawal or expulsion).
Confidentiality and Intellectual Property: Protecting sensitive information and intellectual property rights.
Tailor the Agreement: Bestar can help customize the sample agreement to reflect the specific needs and circumstances of the partnership, ensuring it is legally sound and protects the interests of all parties involved.
Provide Expert Advice: We can offer valuable insights and guidance on various legal and business aspects related to the partnership, including:
Hong Kong Partnership Law: Understanding the legal framework and implications.
Tax Implications: Analyzing tax consequences for the partners and the partnership.
Business Licensing and Registration: Ensuring compliance with relevant regulations.
Contract Negotiation: Assisting in negotiating terms with other partners.
Risk Management: Identifying and mitigating potential risks associated with the partnership.
By leveraging Bestar's expertise, you can ensure your Partnership Agreement is comprehensive, legally sound, and tailored to your specific needs in the Hong Kong context.
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