Partnership Agreement (Sample)

WHEREAS --------------------- (name) of P.O. Box ----------, -------------------- AND --------------------------------- (name) of P.O. Box --------, ----------------, each of whom is hereinafter collectively referred to as “the Partner” are desirous of forming a Partnership between and amongst themselves:

IT IS HEREBY AGREED as follows:

1. That the Partners shall  form such a partnership ,the terms of which save as is expressly or impliedly set down herein below shall be governed by the Law of Contract Act, Cap………….. Part……….

2. The name of the Partnership shall be --- hereinafter referred to as “the Partnership”.

3.  The business of the Partnership shall consist of:

(a) To carry on all or any of the business of importers, exporters, re-export and wholesale and retail dealers of and in textiles fabrics of all kinds;

(b) To carry on all or any of the business of importers, exporters, re-export and wholesale and retail dealers of and in leather goods, household furnishing and upholstery;

(c)  To carry on any other related business which may seem to the Partnership capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of  the property or rights of the Partnership.

4. The Principal place of business shall be at Plot No……………………, -------------------- (place) and at such other place as may be decided upon by the Partners from time to time.

5.  The Capital of the Partnership shall consist of Tanzanian Shillings---------------------------- contributed by the Partners as follows:-

(a)----------------------------------------Tshs.

(b) xxxxxxxxx Company Limited Tshs.--------------------

(c) All such properties, moveable or immovable including but not limited to, monies, equipment, and machinery goodwill as has been or shall be acquired by the Partnership after the commencement of the Partnership.

6.  The capital and profits of the Partners shall belong as to ----- percent (%) to the said -------------------- and as percentum to the said ……………………….. and they shall bear all losses in the same proportions.   

7. (a)  All matters relating to the management and conduct of the affairs of the partnership shall be decided by a management team consisting of two (2) nominees of ------------ and two(2) nominees of……………….

(b) The management team shall appoint one amongst themselves to be the Managing Partner who will look into the day to day affairs of the Partnership

8.  Proper books of accounts shall be kept by the Partnership, and all such entries made therein as are usually entered in books of accounts kept by persons engaged in a business similar to the business of the partnership. The Partnership books shall be kept at the place of business for the time being of the Partnership, and each Partner shall at all reasonable time have access to and have power to take copies of the same.

9. Sometime in the month of ------------- and ----------- in each year the Partners shall make out an account up to the 31st day of ------------- and 30th day of --------------------------respectively of the assets, liabilities and profits or losses of the Partnership and the same shall be signed by all partners and be binding on them unless some manifest error shall be found by them with 30 days in which case the error shall be rectified.

10. Each Partner may draw out the business the monthly sum of Tshs. ----------------- in anticipation of his share of profits for the current year and if taking the general account in any year he shall be found to have drawn more than the amount of profits to which he shall be entitled for that year, he shall immediately refund the excess.

11. (a)  The Partnership Bank shall be the -----------------------, ---------------- BRANCH or such other bank as the Partners may from time to time agree upon;

(b)  All Partnership monies not immediately required for use shall be deposited into the aforementioned Bank;

(c)  All cheques, bills and negotiable instruments shall be signed by ---------------------- and ----------.

12. Neither Partner shall without the consent in writing of the other do any of the following things:

(a)  Give any security or undertaking for the payment of money on account of the Partnership;

(b)  Enter into any bond or become security for any person or do or knowingly permit to be done anything whereby the capital or property of the Partnership may be seized, attached or taken in execution;

(c)  Assign or mortgage or charge his share or interest in the Partnership or introduce or attempt to introduce any other person into the business of the Partnership;

(d)  Release or compound any debt owing to or claim by the Partnership;

(e)  Lend any money or deliver on credit any goods worth more than Tshs. ------------------- in respect of any one transaction belonging to or otherwise give credit on behalf of the Partnership;

(f)  Sign a cheque on behalf of the firm for a sum of ----------------- more than Tshs………………………..…….

13.  Each Partner shall -

     

(a)  Give time and attention to the Partnership business;

     

(b)  Be just and faithful to the other Partner in all transactions relating to the other Partnership business and at all times give to the other a true account of all such dealings.    

14.  No person shall be introduced as a Partner without the consent of all the Partners.

15.  Either partner shall give to the other two months (60 days) written notice of intention to terminate the partnership.

16.  Upon the termination of the Partnership the affairs of the same shall be wound up in accordance with the Law of Contract Act, Cap..….Part ….. , or any statutory modification thereof, for the time being in force.

17.  All questions or differences or disputes which may at any time hereafter arise between the parties hereto touching this Agreement or the subject matter thereof or arising out of or in relation thereto whether as to the construction or otherwise shall be referred to arbitration in accordance with and subject to the provisions of the Arbitration Act (Cap……….) or any re-enactment or statutory modification thereof for the time being in force.  

18.  This Agreement shall be construed for its meaning and effect in accordance with the law of the United Republic of Tanzania.

IN WITNESS WHEREOF the parties have set their hands in the manner and on the day hereinafter appearing.

SEALED with the common seal of the      }

said ----------                                          }

------------ and                                        }             

DELIVERED in the presence of us            }

this --- day of ---------20-------               }

Signature: ---------------------------

Postal Address: ---------------------

Qualification: ----------------------               

Signature: ---------------------------

Postal Address: ---------------------

Qualification: ----------------------