Partnership & LLPs
Conventional Partnerships:
A partnership is defined as "the relation which subsists between persons carrying on a business in common with a view of profit" (Partnership Act 1890). Believe it or not, this definition remains in force even today.
Because partnership law under the 1890 Act lays down various default positions for partners where they do not have a written agreement regulating their business relationship, there has always been a need for partners to settle the terms on which they collaborate by agreement. Because under the law, partners also have unlimited personal liability for all partnership debts and obligations, there is motivation to ensure that their relationship is clear from the start.
The purpose of a partnership agreement is therefore to set out the arrangements between the parties about how they will work, in much the same way as a shareholders’ agreement for a company. Net Lawman's templates have a wide range of uses.
- They are ideal for partnerships with between two and ten partners.
- Ownership of partnership assets and share of income and expenses does not have to be in equal proportions. Your sharing ratio could be 50:50, but it could also be 60:40, 70:30 or any other.
- Their template agreements can be used if one or more of the partners is 'sleeping' or 'silent', i.e. contributes money, experience or assets but does not take part in the day to day running of the business.
- Whilst partners are likely to be human individuals, these agreements can be used where one or more is a company or a not-for-profit organisation.
Read what Net Lawman says about its templates:
"These agreements allow you to set out in detail how your partnership operates: what each partner may and may not do for the business, and how liability is shared. We include templates to form all three types of structure: LPs, LLPs and standard partnerships under the 1890 Act."
Template: Partnership Agreement (conventional)
Read what Net Lawman says about this template:
"A comprehensive partnership agreement suitable for a business in any industry and with any number of partners. Covering a large number of practical, commercial and administrative points, it allows you to amend the default provisions of the Partnership Act 1890 and also provides additional terms relevant to how a modern day business operates. Use it not only to protect your legal rights but also to set out how you want your partnership to work."
Template: Partnership Dissolution Agreement
Read what Net Lawman says about this template:
"This document is a professionally drawn framework for business partners to wind up their affairs together and formally dissolve their partnership. It covers practical, commercial and administrative points for businesses of any size in any industry."
Template: Family Partnership Agreement
Read what Net Lawman says about this template:
"Ideal for family businesses or groups of friends working together, this document provides a good framework for setting out how the business will be run. It is slightly less formal than our standard agreement, but still includes the provisions small businesses need."
Template: Admission of New Partner Agreement
Read what Net Lawman says about this template:
"This is an essential document to record one or more new partners entering a partnership alongside the existing ones, and giving those new members legal protection against future claims as a result of events that took place before."
Forms of Limited Partnership:
The Limited Partnerships Act 1907 enables you to set up a trading vehicle where only one partner, known as the general partner or GP, can be liable if things go wrong. This partner can be a private limited company, with its own limitations on liability and few assets. If things go wrong, the assets of the other partners are preserved. Often, all partners are companies.
Limited partnerships (also called LPs) are therefore very useful for high risk ventures in property, finance, mining or research, or for ventures abroad, where there may be political risk.
Unlike the modern Limited Liability Partnership (see below), no registration is required and no special rules apply. So far as it is regulated, the 1890 Act applies, as it does to any ordinary partnership.
Template: Limited Partnership Agreement
Read what Net Lawman says about this template:
"This is a professionally drawn agreement to set up a partnership under the Limited Partnerships Act 1907. This business structure is used most commonly for high risk ventures in property, finance, mining or research, where one or more of the partners is a private limited company."
Limited Liability Partnerships (LLP)
A limited liability partnership was created by the Limited Liability Partnerships Act 2000. It shares qualities with both companies and with traditional partnership structures. By and large, partnership law does not apply to an LLP, but the arrangements between the partners may closely follow a traditional partnership agreement.
An LLP is legal entity and a body corporate. That means it has a legal personality separate from that of its members (owners).
Suppliers etc enter into contract with the LLP itself as an entity. The effect is that the LLP is responsible for the fulfilment of a contract, not individual members. That feature is shared with limited companies.
Liability of the members of an LLP is limited. In a conventional partnership, the liability of the partners is unlimited (see above). For more on LLPs, see Net Lawman's guidance notes on LLPs.
Template: Limited Liability Partnership Agreement
Read what Net Lawman says about this template:
"This agreement is suitable for any LLP requirement. It is assumed that all partners will be active in the business. The document is comprehensive, and includes many options. It is structured so that you can take an option, or edit to suit your particular requirements. In this version, most or all partners are involved in running the business. The document provides for statutory requirements as well as all usual inter-partner issues. It also provides additional terms covering how a modern day business operates. Use it not only to protect legal rights but also to set out how you want your partnership to work."
Template: Limited Liability Partnership Agreement: managing partner and investors
Read what Net Lawman says about this template:
"This is a professionally drawn and comprehensive LLP agreement for businesses that have managing partners who operate the business, and investor partners who provide capital but do not play an active role in the day to day management. This agreement provides additional terms that cover how a modern day business operates. Use it not only to protect legal rights of different partners but also to set out how you want your partnership to work. This is a full version with many options. It is structured so that you can edit to suit your particular requirements easily."
Detailed guidance notes are provided with each template. Net Lawman offers a money back guarantee if the document is not what you need, as well as a legal review option if you want some professional assistance when you are drawing up your documents.
Notice:
The documents menus are designed to describe the documents, but please be sure that you check them over carefully to ensure that they do meet your needs. All documents are subject to Net Lawman's Terms and Conditions, which we ask you to read before you purchase any documents.
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