DEED OF PARTNERSHIP
THIS DEED OF PARTNERSHIP made on this the 8th day of August 2007
JANAB_MANAGING_PARTNER, Son of Mr………………….., Date of birth 00/00/0000, 00 AA ROAD, Dhaka-1200, Bangladesh, by faith Muslim, by profession consultant, by nationality Bangladeshi by birth, hereinafter called the MANAGING PARTNER/FIRST PARTY
JANAB_PARTNER_2 Son of Mr………………., Date of birth: 00/00/0000, 00 AA ROAD, Dhaka-1200, Bangladesh, by faith Muslim, by profession business, by nationality Bangladeshi by birth, hereinafter called the PARTNER/SECOND PARTY
WHEREAS the managing partner invited all aforesaid parties/partners to form a partnership company and run and or manage the business under the name and style of “ABC CONSULTANCY SERVICES”, with its principal place of business at AA House, BB Road, CC District – 1200, on the terms and conditions incorporated in the Partnership Deed executed on August 8th, 2007. All partners have agreed upon.
AND NOW WHEREAS the parties to this deed desire that the terms and conditions on which they have been carrying on the above said business in partnership since August 8th, 2007 and propose to continue in future be reduced to writing to avoid future difficulties or misunderstanding.
NOW THEREFORE THIS DEED OF PARTNERSHIP WITNESSES as follows:
- That the aforesaid partnership business shall be deemed to have commenced on and from August 8th, 2007.
- That the principal office of the firm shall be located at AA House, BB Road, CC District – 1200. unless the same is shifted to some other place or places for the convenience of the business by mutual consent of the partners.
- Nature of business of the aforesaid firms will be as follows until partners decide to open any new venture:
- Trading & General Business.
1. CAPITAL RAISING, CONTROLING & PROFIT SHARING:
I. PERCENTAGE OF CAPITAL CONTRIBUTION BY PARTNERS
a. The partners shall share the profits and loss of the business in the following mentioned proportion:
I. The First Party : 75% (Seventy Five Percent)
II. The Second Party : 5% (Five Percent)
III. The Third Party : 10% (TEN Percent)
II. SOURCE OF CAPITAL CONTRIBUTION
a. All partners will pay their part of capital by cash deposit /cheque deposit /pay order/bank transfer or any other banking means after opening of the bank account.
b. Partner may pay/adjust their capital contribution by other equivalent valuable assets upon mutual agreement of partners.
c. Partner may pay/adjust their capital contribution by adjusting their pre-paid expenditure which was spent before formation of the firm with intention to serve company purpose directly, upon mutual agreement of partners.
d. In case of asset or other means of contribution as capital to the business must be clearly and lawfully handed over the ownership to the firm by contributory partner/partners.
e. Board of Partners (BOP) will issue sealed and signed copy of investment certificate to all partners as per their invested capital.
III. TRANSFER AND TRANSMISSION OF SHARES
a. Share can be transferred/ re-transferred among shareholders upon full agreement of both partners.
b. Any partner may express desire to acquire more share by paying the right value to the partner with the consent of all partners.
c. With the approval of PARTNERS, any share may be transferred by a shareholder to his wife or her husband, son, daughter, brother, sister, father, mother or anyone else except as aforesaid no share be transferred to any person who is not a member of the firm or so long as any member willing to purchase the same at the fair value determined by the PARTNERS at their discretion.
d. The instrument of transfer of any share in the firm shall be executed both by the transferor and transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof.
e. Every member desirous of transferring his/her shares shall at the first instance offer the same to the existing members of the Company.
IV. ALTERATION OF CAPITAL
a. The firm may with special resolution, reduce its share capital in any manner and with subject to any incident authorized and consent required by law.
V. PROFIT SHARING
a. Profit will be distributed yearly as per percentage of shares.
2. MANAGEMENT CONTROL:
I. MANAGEMENT STRUCTURE
- All partners of the firm are responsible for developing, endorsing & managing management structure of the firm.
- All partners or their legal representative will take active role to make all major & exceptional decision of the firm through Board of Partners (BOP) Meeting. The decision will include below area (but may not be limited to).
i. Selecting, revising & endorsing “Execution Team” and “Execution Head” of the firm. Endorse & revise their Term of Reference (TOR) as per requirement basis to ensure fare governance within business.
ii. Developing, revising and endorsing “Financial Policy & Procedure (FPP)” for execution team to ensure financial control over the business.
iii. Revising and endorsing necessary policy and procedure to ensure adequate governance over the business as and when required basis.
- The “Execution Head“ and his/her team (Execution Team) is solely authorized, responsible & accountable for running business as per given TOR, FPP and other decision from Partners. Execution Head will be responsible for reporting back to all partners.
- Execution head can be employed from partners or any other competent person.
II. GENERAL MEETING
a. REGULAR “BOARD OF PARTNERS (BOP) MEETING”.
i. Every month there will be a partners meeting called “Board of Partners (BoP) Meeting”.
ii. “Executing Head” of the business will select and arrange the venue & facilities for BoP Meeting and invite all partners.
iii. Partners may change the venue as per their desire.
iv. Draft Copy of the minutes has to be produced and signed by “Execution Head” before any partner leaves the meeting premise.
v. Final copy of resolution has to be circulated through email & subsequently postal before following BoP meeting.
vi. The minutes will be finally endorsed by next BoP meeting if major partners do not raise their concern relating to inconsistency in resolution.
vii. If there is any concern regarding inconsistency between minutes & resolution, the issue must be discussed and settled in following BoP Meeting.
b. EMERGENCY BOP MEETING
i. For any other emergency decision, “Executive Head” may request for an alternate BoP meeting.
ii. The meeting should be called by giving adequate time to all the partners to ensure their attendance. The accidental omission to give notice to or the non-receipt of the notice by any member shall invalidate the proceeding of any Meeting.
iii. The decision of urgent meeting has to be re-endorsed by following regular BoP meeting.
c. MINUTES& RESOLUTION
i. All Minutes of meetings has to be recorded appropriately and has to be acknowledged through postal mail/email by other partners.
ii. The minutes & resolution has to be endorsed with signature & chop and kept safely for audit requirement.
d. QUORUM AT MEETINGS
i. Minimum of sixty five percent of partners constitutes a quorum for the purpose of BoP meeting.
e. PRESENCE & REPRESENTATION AT QUORUM
i. Partners in person shall attend the meeting.
ii. Partner may delegate any other partner or his/her legal representative to represent at quorum.
III. DELEGATION & REVOKING OF AUTHORITY
a. Any partner may delegate his/her authority to other trusted partner to manage the business of their behalf through a registered power of attorney from government sub-register office. In that case the empowered partner will be able to enjoy full decision making power as individual partner.
b. Delegation can be revoked by same manner.
3. FINANCIAL CONTROL:
I. FINANCIAL OPERATION
- The firm will run as per financial policy and procedure (FPP) endorsed by BoP.
- All capital & operating expenditures will be approved as part of yearly budget as per yearly business plan proposed by “Executing Head” and his team. The plan required to be segregated by months.
- “Executing Head” will be authorized to spend as per monthly operating budget within the month. He will not be authorized to spend form the budget of future months.
- All capital expenditure budget needs to be approved from BoP with details business case time to time.
II. DOCUMENT AVAILABILITY
a. That the usual books of account shall be maintained and kept at the office of the firm under the supervision of “Executing Head” and every partner shall have access to the account all reasonable times with right to take copies thereof whenever necessary.
III. AUDIT REQUIREMENT & GUIDELINE
a. That the account of the firm shall be closed on the 30th day of June, each year.
b. The business has to be audited at the end of financial year before 30th Day of June.
c. Business can also be audited anytime through appointed third party auditors by individual partner / partners.
IV. BORROWING & INTERESTS
a. That one partner advances more than the amount due in his share; he shall be entitled to get interest at current bank rate or at rates fixed jointly by the partners.
b. “Executing Head” will propose for borrowing from bank or any other party as per requirement for the company. The borrowing decision has to be approved through BoP Meeting with adequate description regarding conditions.
c. If needed then partners can withdraw a reasonable amount of liquid on the basis of availability of cash and with prior approval of BoP.
V. BANK OPERATION & SIGNATORIES
a. All bank account has to be operated by more than four Partners (or by equivalent legal representatives of other partners) by default.
b. In case of necessity of more quicker financial operation by reducing signatories following initiatives can be taken.
i. All bank account which receives liquidity inflow will be operated by more than four Partners (or by equivalent legal representatives of other partners)
c. Operational bank account can be managed by “Executing Head” and one of ordinary employee or the “Execution Head” alone, with prior approval from BoP.
4. SCOPE OF RESPONSIBILITY:
I. RESPONSIBILITY OF EXECUTING HEAD
- “Executing Head” can be act as “Executive Director” or “Managing Director as per decision of BOP.
- The “Executing Head” and his team is responsible for running the business including below in brief:
- Preparing yearly business plan as per requirement from BOP.
- Managing business operation and remaining responsible for his decisions.
- Forecasting and committing profit and loss to partners.
- Remaining responsible for profit and loss commitment as per business plan.
- Enforce and Ensure proper control and process in the business.
II. RESPONSIBILITY OF BOP
- Appointing “Execution Head” from any competent partners or any other compliant individual.
- Endorsing Financial Policy and Procedure (FPP) and amendment of FPP.
- Facilitating “Executing Head” and his team for running the business.
5. PARTNERSHIP VALIDITY, RETIRE, DEATH, DISSOLUTION:
I. That the partnership shall be a partnership at will and will continue as long as the partners’ desire.
II. That in case any partner wants to retire from the business, he shall have to give 02 (Two) months notice in writing and no partner shall be entitled to dispose of his share to any third party/ outsiders without the permission of the other partners.
III. That on the death of any partner, his successor/next of keen may step into the shares of such deceased partner without disturbing the partnership business.
6. AMENDMENT OF THIS CONTRACT:
I. All partners reserve rights to propose amendment, change, alternation, addition, and substitution of Agreement.
II. The amendment will be committed only if it is agreed by all partners or their lawful attorney.
III. The contract will be re-registered within fifteen working days or less in case of any amendment. No amendment will be valid until the registration takes place. Amendment would be treated as part of this AGREEMENT.
I. The rights and liabilities of the partners shall be governed by the provision of the Partnership Act 1932, as adopted in Bangladesh..
8. SETTLEMENT OF DISPUTES:
I. That in case of disputes and differences between the partners, as regards the partnership business or accounts or any other matter touching or relating thereto each partner shall refer all such matter to the sole arbitration of arbitrator. But if the partners do not agree with the decision of the arbitrations, a competent law in Bangladesh shall decide the matter.
9. DISCIPLINARY ACTIONS:
I. That the parties hereto shall be true and faithful to each other and shall not do or cause to be done anything which may be detrimental to the interest of the firm. In case of the breach of this issue; the responsible partner will be disciplined or will face expulsion from business.
I. The partners must keep the information of the firm undisclosed and will perform sincerity towards information or any other obligations for the firm.
II. The partners will be at liberty to run their previous own/family business.
III. Signed copy (2nd copy) and a photocopy of this deed will be with all partners.
11. That any other matters for which no provisions have been made in the present Deed shall be decided in accordance with the provisions of the Partnership Act 1932, as adopted in Bangladesh.
IN WITNESS WHEREOF the parties have signed on the day, month and year first above mentioned.
SIGNATURE OF THE PARTNERS