Operating Agreement Between Partners Template for Singapore

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Key Requirements PROMPT example:

Operating Agreement Between Partners

"I need an Operating Agreement Between Partners for a new technology consulting firm in Singapore with three equal partners, where we want to include specific provisions for intellectual property rights and a structured exit mechanism for any partner who wishes to leave after January 2025."

Document background
The Operating Agreement Between Partners is a fundamental document for businesses operating as partnerships in Singapore. It serves as the primary governing document that defines how the partnership will operate, how decisions will be made, and how profits and losses will be shared. This agreement is particularly important in Singapore's business environment where partnerships must comply with the Partnership Act 1890 and related regulations. The document typically includes provisions for capital contributions, profit distribution, management rights, partner duties, and exit mechanisms. It's essential for both new partnerships and existing ones that need to formalize their arrangements or update their operating procedures.
Suggested Sections

1. Parties: Identification and details of all partners

2. Background: Context and purpose of the partnership

3. Definitions: Key terms used throughout the agreement

4. Partnership Structure: Legal form and basic structure of the partnership

5. Capital Contributions: Initial and ongoing capital requirements

6. Profit and Loss Sharing: Distribution of profits and allocation of losses

7. Management Rights: Decision-making processes and authority

8. Partner Duties: Responsibilities and obligations of partners

9. Term and Termination: Duration and conditions for ending the partnership

Optional Sections

1. Non-Compete Provisions: Restrictions on competitive activities - use when partners may have competing interests

2. Intellectual Property Rights: Ownership and use of IP - include when IP is significant to the business

3. Insurance Requirements: Required insurance coverage - include for high-risk businesses or regulatory requirements

4. Dispute Resolution: Process for resolving disagreements - include when specific dispute resolution mechanisms are desired

Suggested Schedules

1. Schedule of Capital Contributions: Detailed breakdown of each partner's contributions

2. Partnership Assets Schedule: List of partnership property and assets

3. Partner Contact Details: Contact information for all partners

4. Business Plan: Initial business plan and projections

5. Banking Arrangements: Details of partnership bank accounts and signing authorities

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Partnership Act 1890: Primary legislation governing general partnerships in Singapore, defining partners' rights, obligations, and establishing default rules for partnership operations

Limited Partnerships Act 2008: Legislation governing the registration and regulation of limited partnerships in Singapore, applicable if the partnership structure is a limited partnership

Business Names Registration Act 2014: Legislation covering requirements for business registration and rules regarding business name usage in Singapore

Companies Act (Cap. 50): While primarily for companies, contains relevant provisions for partnerships that interface with corporate entities

Income Tax Act: Legislation governing tax obligations for partnerships and individual partner taxation requirements in Singapore

Goods and Services Tax Act: Legislation covering GST registration and compliance requirements for partnerships when applicable

Employment Act: Key legislation governing employment relationships, relevant if the partnership will have employees, outlining employment obligations and responsibilities

Personal Data Protection Act 2012: Legislation establishing requirements for handling personal data and privacy obligations in Singapore

Contract Law: Common Law principles governing contracts in Singapore, including the Electronic Transactions Act for digital agreements

Competition Act: Legislation governing anti-competitive practices and fair trading requirements in Singapore

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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