Partnership Deed: Meaning, contents and sample


What is a Partnership deed?

A partnership agreement or Deed of partnership is an agreement between two or more persons who wish to do business in form of a partnership. The aim of the partnership agreement is to lay down terms and conditions for the smooth operation of the partnership business. A person who has entered into a partnership with one another is called collectively a “firm”.

Contents of Partnership Deed

Deed of partnership contains terms and conditions for carrying business in a partnership firm. Among other things, it must show

  • Partners full name
  • Partners address
  • Name of firm
  • date of commencement of the partnership
  • office and address of the firm
  • the business of the firm
  • source of capital
  • Duration of the business (if any)
  • Duties of partners
  • Rights of partners
  • Dispute resolution mechanisms in case of conflicts among partners partners
  • Properties of the firm
  • dissolution of partnership
  • Partners remunerations’
  • Partnership finance and accounts
  • Procedures when one partner retire
  • Procedures when a partner dies
  • procedures when a partner becomes insolvent

Sample of partnership deed

DEED OF PARTNERSHIP

THIS DEED OF PARTNERSHIP made the……day of October, 20… BETWEEN……………………………….of …………………………(hereinafter called “the first Partner”) of the one part and……………………………….of………………………………. (Hereinafter called “the second Partner”) of the other part

WITNESSETH that the first Partner and the second Partner (hereinafter jointly called “the Partners”) shall become partners in the business of dealing in lime on the following terms:-

The partnership shall be deemed to have commenced on the…………………and shall continue until determined as hereinafter provided.

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The name of the firm shall be………………………………

The principal place of the partnership business shall be located at…………………………or such other place as the partners may from time to time decide.

The business of the firm shall be dealing with ……………………………………and such other business or businesses related thereto as the partners may from time to time agree upon.

The capital of the partnership shall be contributed by the partners equally and all profits and losses including loss of capital shall also be shared by the partners equally.

The partnership Bank Account shall be operated by both partners and cheques drawn on the partnership Bank Account shall be signed by both of them.

The usual books of account shall be kept properly posted up and shall not be removed by either partner from the place of business without the consent of the other partner.  Each partner shall have free access to them at all times and shall be at liberty to make such extracts therefrom as he may think fit.

If any partner out of the two partners shall die during the continuance of the partnership, his share in the capital assets and profits shall accrue to and vest in his legal personal representative without any payment on his part.

If any partner shall desire to retire during the continuance of the partnership the other partner shall have the first right to purchase the share of the retiring partner in the capital assets and profit of the partnership at a price of the assets, credits, debts, liabilities, and transaction of the partnership {but with taking goodwill into account} and such price shall be paid by the continuing partner to the retiring partner.

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Each partner shall be just and faithful to the other partner and in all transactions relating the partnership business and at all times give to the other partner a true account of all dealings.

Neither partner shall without the consent to the other –

(a)  Waive the whole or any part of any debt or sum due to the partners.

(b) Except in the ordinary course of business of trade dispose of by loan, pledge or sell or otherwise of any part of the partnership property.

(c) Become a bail guarantor or surety for any person or to do or knowingly suffer anything whereby the partnership property may be endangered.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and respectively signed these presents the day month and year hereinafter appearing.

SIGNED and DELIVERED by the said          )
X AND Y  in my                                            )
presence this ……. day of  October, 20… )                  _________________

Name: …………………………………………….

Signature: ……………..……….….…………….

Postal Address: ……….………..…….…………

Qualification: COMMISSIONER  FOR  OATHS

SIGNED and DELIVERED by the said          )
A AND B in                                                     )
my presence this ….. day of  October, 20..)           _________________

Name: ……………………………………………

Signature: …………………..…….…………….

Postal Address: ……….……….…….…………

Qualification: COMMISSIONER  FOR  OATHS

You also may consider reading the following Deed

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Isack Kimaro

Editor-in-chief and founder of sherianajamii.com. Holder of Bachelor of Laws (LL.B) from Mzumbe University and Post Graduate Diploma in Legal Practice from the Law school of Tanzania. Lawyer by profession and blogger by passion.

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