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Jura og virksomhed
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A partnership agreement is a contract regulating the mutual relations between two or more persons who jointly want to carry out business in a private company.
The contributing partners are personally, directly, jointly and severally liable for any obligation incurred by the partnership.
Prior to joining a partnership you should investigate the other partners’ reliability and financial capability as well as sign a partnership agreement.
Typically, a partnership agreement includes the following provisions: - Specification of the partnership’s name and objective
- Contributed capital
A listing of all partners and the size of each partner’s contribution
- Management
Specification of the nature of each partner’s performance and the remuneration it generates
- Visible Management and powers to sign for the partnership
- Distribution of responsibilities
- Capital position
Hereunder specification of distribution of the profit/covering of loss
- Termination
Hereunder retiring from and admissioning of new partners to the partnership
- Pre-emption right
Provision on pre-emption right on partnership allotments
- Breach of contract
- Discontinuation
Principles on how to make up the partnership’s assets in the event of discontinuation
- Demise
- Revisioning
Provision on a bi- or tri-annual agreement review in order to match changes of collaboration from time to time
- Arbitration clause
Provision determining that any dispute arising from the agreement shall be brought to a civil arbitration court and not to the ordinary courts, and provisions on the procedure of the arbitration court and its composition
As stated, this is an internal document which in all respects must set forth the guidelines of the partnership’s activities and its partners’ mutual legal position.
No laws or regulations contain exhaustive rules in the event of a dispute. Therefore, it is recommendable that you have a lawyer work out a partnership agreement in order to specify as many aspects of the collaboration as possible.
Produced by: Torben Balle, lawyer
- Læs om forskellige selskabsformer - A/S, ApS
- Intressentskabskontrakt
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