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Memorandum Of Agreement For Partnership
"I need a Memorandum of Agreement for Partnership for a Hong Kong-based accounting firm with three senior partners, including specific provisions for profit-sharing based on client acquisition and a structured path for junior partners to join by January 2025."
1. Parties: Identification and details of all partners entering into the partnership agreement
2. Background: Context of the partnership formation and the general intention of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Name and Business: The official name of the partnership and nature of business to be conducted
5. Commencement and Term: Start date and duration of the partnership
6. Capital Contributions: Initial and ongoing capital contributions required from each partner
7. Profit and Loss Sharing: Agreement on how profits and losses will be distributed among partners
8. Management and Decision Making: Structure for partnership management and process for making business decisions
9. Partners' Duties and Obligations: Core responsibilities and obligations of all partners
10. Banking and Financial Records: Arrangements for banking, accounting, and financial record-keeping
11. Admission of New Partners: Process and conditions for admitting new partners to the partnership
12. Retirement and Resignation: Procedures for partner retirement or voluntary exit from the partnership
13. Death or Incapacity: Procedures in case of death or incapacity of a partner
14. Dissolution: Circumstances and procedures for partnership dissolution
15. Governing Law: Specification of Hong Kong law as governing law
16. Dispute Resolution: Procedures for resolving disputes between partners
17. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Non-Competition: Restrictions on partners engaging in competing businesses - used when partners have other business interests
2. Intellectual Property Rights: Provisions regarding ownership and use of IP - important for partnerships involving creative or technical work
3. Insurance: Requirements for business insurance - crucial for high-risk businesses or professional services
4. Good Will: Provisions regarding partnership goodwill valuation and allocation - important for professional or retail businesses
5. Foreign Investment: Special provisions for foreign partners - needed when partners include non-Hong Kong residents
6. Partnership Property: Detailed provisions about ownership and use of partnership property - important when significant assets are involved
7. Retirement Benefits: Provisions for retired partners - relevant for long-term professional partnerships
1. Schedule 1: Capital Contributions: Detailed breakdown of initial capital contributions from each partner
2. Schedule 2: Profit Sharing Ratios: Detailed allocation of profit and loss shares among partners
3. Schedule 3: Partner Details: Complete partner information including addresses and contact details
4. Schedule 4: Business Plan: Initial business plan and objectives of the partnership
5. Schedule 5: Management Duties: Detailed allocation of management responsibilities among partners
6. Appendix A: Partnership Policies: Internal policies and procedures for partnership operations
7. Appendix B: Asset Register: List of partnership assets and their agreed values
Authors
Applicable Law
Business
Business Day
Business Hours
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Drawing Account
Effective Date
Financial Year
Fiscal Year
Good Faith
Governing Law
Initial Capital
Intellectual Property Rights
Material Breach
Net Profits
Net Losses
New Partner
Ordinary Resolution
Partnership
Partnership Assets
Partnership Capital
Partnership Interest
Partnership Property
Partners
Profit Share
Retiring Partner
Special Resolution
Territory
Transfer
Unanimous Resolution
Working Capital
Formation of Partnership
Term and Duration
Nature of Business
Capital Contribution
Additional Capital
Profit and Loss Distribution
Management Rights
Decision Making
Partner Duties
Partner Restrictions
Banking Arrangements
Accounting and Records
Meetings
Confidentiality
Non-Competition
Intellectual Property
Insurance
New Partners
Transfer of Interest
Partner Retirement
Death or Incapacity
Partner Removal
Dissolution
Winding Up
Dispute Resolution
Force Majeure
Notices
Amendments
Governing Law
Entire Agreement
Severability
Professional Services
Retail
Technology
Manufacturing
Real Estate
Financial Services
Consulting
Healthcare
Construction
Trading
Food and Beverage
Education
Creative Industries
Legal
Finance
Compliance
Corporate Secretarial
Risk Management
Operations
Business Development
Senior Management
Board of Directors
Partnership Committee
Business Owner
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Business Development Director
Partnership Manager
Operations Director
Risk Manager
Compliance Officer
Managing Director
Finance Director
Professional Partner
Senior Partner
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