- articles of partnership
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1)
,
юр.
учредительный договор товарищества
Syn:
2)
,
юр.
устав товарищества [партнерства]
* * *
«статьи товарищества»: устав товарищества; соглашение между членами товарищества в соответствии с законом о товариществах 1890 г. (Великобритания); определяет взаимоотношения между членами товарищества (права и обязанности), но не затрагивает их личные обязательства по отношению к третьим лицам.* * *
соглашение об учреждении товарищества
Англо-русский экономический словарь.
Смотреть что такое «articles of partnership» в других словарях:
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Articles of Partnership — is a voluntary contract between two or among more than two persons to place their capital, labor, and skills, and corporation in business with the understanding that there will be a sharing of the profits and losses between/among partners.… … Wikipedia
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articles of partnership — the agreement between the partners establishing the partnership. The matters normally dealt with in articles of partnership are the firm s name, the duration of the partnership, capital and provision for dissolution. Many provisions of the… … Law dictionary
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Articles Of Partnership — A document that formalizes an agreement between parties who want to enter a business arrangement to pool their labor and capital and in which all owners are equally responsible for the company s liabilities and entitled to its assets according to … Investment dictionary
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articles of partnership — See: partnership agreement … Accounting dictionary
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articles of partnership — See partnership agreement … Big dictionary of business and management
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articles of partnership — /ˌɑ:tɪk(ə)lz əv pɑ:tnəʃɪp/ plural noun same as partnership agreement … Dictionary of banking and finance
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articles of partnership — A written agreement by which the parties enter into a partnership upon the terms and conditions therein stipulated … Black’s law dictionary
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articles of partnership — A written agreement by which the parties enter into a partnership upon the terms and conditions therein stipulated … Black’s law dictionary
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articles of partnership — The agreement signed by the members of a partnership by which they are bound together as partners … Ballentine’s law dictionary
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partnership — part·ner·ship n: an association of two or more persons or entities that conduct a business for profit as co owners see also uniform partnership act in the important laws section compare corporation, joint venture, sole pro … Law dictionary
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articles — index commodities, merchandise, paraphernalia (apparatus) Burton s Legal Thesaurus. William C. Burton. 2006 … Law dictionary
From Wikipedia, the free encyclopedia
Articles of partnership is a voluntary contract between/among two or more persons to place their capital, labor, and skills into a business, with the understanding that there will be a sharing of the profits and losses between/among partners. Outside of North America, it is normally referred to simply as a partnership agreement.[1]
A partnership agreement is a written and legal agreement between/among business partners. It is always recommended but not essential for partners to have such an agreement.
Articles of partnership[edit]
Multiple sections are often included in articles of partnership, based on the circumstances:
- the granting of the partner the rights to manage and administer the business or a specific department.
- the authorization of a majority of partners to manage the affairs of the entire partnership. This is particularly common where there are numerous partners.
- provisions to account for, annually, the property and debts of the business.
- the forbidding of any partner to carry out business unrelated to the partnership. This is usually implied in articles of partnership.
- the allowance of expelling partners who commit gross misconduct or become insolvent, bankrupt, etc. This is particularly common where there are numerous partners.
- the submission of arguments to arbitration.
- the allocation of business income and losses among partners.
See also[edit]
- General partnership
References[edit]
- ^ O’Sullivan, Arthur; Sheffrin, Steven M. (2003). Economics: Principles in Action. Upper Saddle River, New Jersey: Pearson Prentice Hall. pp. 191. ISBN 0-13-063085-3.
Articles of Partnership
A written compact by which parties agree to pool their money, labor, and/or skill to carry on a business for profit. The parties sign the compact with the understanding that they will share proportionally the losses and profits according to the provisions and conditions that they have mutually assented would govern their business relationship.
Cross-references
Partnership.
West’s Encyclopedia of American Law, edition 2. Copyright 2008 The Gale Group, Inc. All rights reserved.
articles of partnership
the agreement between the partners establishing the partnership. The matters normally dealt with in articles of partnership are the firm’s name, the duration of the partnership, capital and provision for dissolution. Many provisions of the Partnership Act 1890 apply only in the absence of any agreement to the contrary, with the consequence that the articles may supersede provisions of the statute. In Scotland the term partnership agreement is usually used. See PARTNERSHIP.
Collins Dictionary of Law © W.J. Stewart, 2006
ARTICLES OF PARTNERSHIP. The name given to an instrument of writing by which
the parties enter into a partnership, upon the conditions therein mentioned.
This instrument generally contains certain provisions which it is the object
here to point out.
2. But before proceeding more particularly to the consideration of the
Subject, it will be proper to observe that sometimes preliminary agreements
to enter into a partnership are formed, and that questions, not
unfrequently, arise as to their effects. These are not partnerships, but
agreements to enter into partnership at a future time. When such an
agreement has been broken, the parties may apply for redress to a court of
law, where damages will be given, as a compensation. Application is
sometimes made to courts of equity for their more efficient aid to compel a
specific performance. In general these courts will not entertain bills for
specific performance of such preliminary contracts; but in order to suppress
frauds, or manifestly mischievous consequences, they will compel such
performance. 3 Atk. 383; Colly. Partn. B. 2, c. 2, Sec. 2 Wats. Partn. 60;
Gow, Partn. 109; Story, Eq. Jur. Sec. 666, note; Story, Partn. Sec. 189; 1
Swanst. R. 513, note. When, however, the partnership may be immediately
dissolved, it seems the contract cannot be specifically enforced. 9 Ves.
360.
3. It is proper to premise that under each particular head, it is
intended briefly to examine the decisions which have been made in relation
to it.
4. The principal parts of articles of partnership are here enumerated.
1. The names of the contracting parties. These should all be severally set
out.
5.-2. The agreement that the parties actually by the instrument enter
into partnership, and care must be taken to distinguish this agreement from
a covenant to enter into partnership at a future time.
6.-3. The commencement of the partnership. This ought always to be
expressly provided for. When no other time is fixed by it, the commencement
will take place from the date of the instrument. Colly. Partn. 140 5 Barn. &
Cres. 108.
7.-4. The duration of the partnership. This may be. for life, or for
a, specific period of time; partnerships may be conditional or indefinite in
their duration, or for a single adventure or dealing; this period of
duration is either express or implied, but it will not be presumed to be
beyond life. 1 Swanst. R. 521. When a term is fixed, it is presumed to
endure until that period has elapsed; and, when no term is fixed, for the
life of the parties, unless sooner dissolved by the acts of one of them, by
mutual consent, or operation of law. Story, Part. Sec. 84.
8. A stipulation may lawfully be introduced for the continuance of the
partnership after the death of one of the parties, either by his executors
or administrators, or for the admission of one or more of his children into
the concern. Colly. Partn. 147; 9 Ves. 500. Sometimes this clause provides,
that the interest of the partner shall go to such persons, as be shall by
his last will name and appoint, and for want of appointment to such persons
as are there named. In these cases it seems that the executors or
administrators have an option to continue the partnership or not. Colly.
Partn. 149; 1 McCl. & Yo. 569; Colles, Parl. Rep. 157.
9. when the duration of the partnership has been fixed by the articles,
and the partnership expires by mere effluxion of time, and, after such
determination it is carried on by the partners without any new agreement, in
the absence of all circumstances which may lead as to the true intent of the
partners, the partnership will not, in general, be deemed one for a definite
period; 17 Ves. 298; but in other respects, the old articles of the expired
partnership are to be deemed adopted, by implication as the basis of the new
partnership during its continuance. 5 Mason, R. 176, 185; 15 Ves. 218; 1
Molloy, R. 466.
10.-5. The business to be carried on and the place where it is to be
conducted. This clause ought to be very particularly written, as courts of
equity will grant an injunction when one or more of the partners attempt,
against the wishes of one or more of them, to extend such business beyond
the provision contained in the articles. Story, Partn. Sec. 193; Gow, Partn
398.
11 — 6. The name of the firm, as for example, John Doe and Company,
ought to be ascertained. The members of the partnership are required to use
the name thus agreed upon, and a departure from it will make them
individually liable to third persons or to their partners, in particular
cases. Colly. Partn. 141; 2 Jac. & Walk. 266; 9 Adol. & Ellis, 314; 11 Adol.
& Ellis, 339; Story, Partn. Sec. 102, 136, 142, 202.
12.-7. A provision is not unfrequently inserted that the business shall
be managed and administered by a particular partner, or that one of its
departments shall be under his special care. In this case, courts of equity
will protect such partner in his rights. Story, Partn. Sec. 172, 182, 193,
202, 204 Colly. Partn. 753. In Louisiana, this provision is incorporated in
it’s civil code, art. 2838 to art. 2840. The French and civil law also agree
as to this provision. Poth. de Societe, n. 71; Dig. 14, 1, 1, 13; Poth.
Pand. 14, 1, 4.
13. Sometimes a provision is introduced that a majority of the partners
shall have the management of the affairs of the partnership. This is
requisite, particularly when the associates are numerous, As to the rights
of the majority, see Partners.
14.-8. A provision should be inserted as to the manner of furnishing
the capital or stock of the partnership. When a partner is required to
furnish his proportion of the stock at stated periods, or pay by
installments, he will, where there are no stipulations to the contrary, be
considered a debtor to the firm. Colly. Partn. 141; Story, Partn. Sec. 203;
1 Swanst. R. 89, Sometimes a provision is inserted that real estate, and
fixtures belonging to the firm shall be considered, as between the partners,
not as partnership but as several property. In cases of bankruptcy this
property will be treated as the separate property of the partners. Colly.
Partn. 141, 595, 600; 5 Ves. 189; 3 Madd. R. 63.
15.-9. A provision for the apportionment of the profits a and losses
among the partners should be introduced. In the absence of all proof, and
controlling circumstances, the partners are to share in both equally,
although one may have furnished all the capital, and the other only his
skill, Wats. Partn. 59; Colly. Partn. 105; Story, Partn. Sec. 24; 3 Kent,
Com. 28; 4th ed.; 6 Wend. R. 263; but see 7 Bligh, R. 432; 5 Wils. & Shaw,
16.
16.-10. Sometimes a stipulation for an annual account of the Property
of the partnership whether in possession or in action, and of the debts due
by partnership is inserted. These accounts when settled are at least prima
facie evidence of the facts they contain. Colly. Partn. 146 Story Partn.
Sec. 206; 7 Sim. R. 239.
17.-11. A provision is frequently introduced forbidding any one
partner to carry on any other business. This should be provided for, though
there is an implied provision in every partnership that no partner shall
carry. on any separate business inconsistent or contrary to the true
interest of the partnership. Story, Partn. Sec. 178, 179, 209.
18.- 12. When the partners are numerous, a provision is often made for
the expulsion of a partner for gross misconduct, for insolvency, bankruptcy,
or other causes particularly enumerated. This provision will govern when the
case occurs.
19.-13. This instrument should always contain a provision for winding
up the business. This is generally provided for in one of three modes:
first, by turning all the assets into cash, and, after paying all the
liabilities of the partnership, dividing such money in proportion to the
several interests of the parties; secondly, by providing that one or more of
the partners shall be entitled to purchase the shares of the others at a
valuation; thirdly, that all the property of partnership shall be appraised,
and that after paying the partnership debts, it shall be divided in the
proper proportions. The first of these modes is adopted by courts of equity
in the absence of express stipulations. Colly. Partn. 145 Story, Partn. Sec.
207 8 Sim. R. 529.
20.-14. It is not unusual to insert in these articles, a provision
that in case of disputes the matter shall be submitted to arbitration. This
clause seems nugatory, for no action will lie for a breach of it, as that
would deprive the courts of their jurisdiction, which the parties cannot do.
Story, Partn. Sec. 215; Gow, Partn. 72; Colly. Partn, 165 Wats. Partn. 383.
21.-15. The articles should be dated, and executed by the parties. It
is not requisite that the instrument, should be under seal. Vide Parties to
contracts; Partners Partnership.
A Law Dictionary, Adapted to the Constitution and Laws of the United States. By John Bouvier. Published 1856.
The Articles of Partnership is a document wherein the persons enter into an agreement or contract of partnership. A partnership is when two or more persons bind themselves to contribute money, property, or industry to a common fund for the purpose of conducting business and with the intention that the profits and losses will be divided among them.
Generally, a partnership can be general or limited.
General Partnership. A general partnership is one where the partners are liable for the contracts and obligations of the partnership with their personal property. Generally, the partners’ liability will be in proportion to the amount that they contributed to the partnership.
Limited Partnership. On the other hand, a limited partnership is one where there is one or more general partners and one or more limited partners. Limited partners are only liable to the extent of their contribution. The partnership name of a limited partnership should always contain the word «Limited» or «Ltd.».
This document is specifically drafted for general partnerships.
How to use this document
Basic information on the partners will be included in this document such as their names, citizenship and residential addresses. Information regarding the partnership will also be asked such as:
Firm Name. The firm name may or may not include the surnames of the partners. However, if a surname of a person who is not a partner is included in the firm name, said person would be liable as a general partner.
Purpose. The purpose of the partnership must be lawful.
Contributions. The contribution to the partnership can be in cash, property or industry.
Capital Partners are the partners who contribute money and/or property to the partnership. They are bound to make additional contributions in case of an imminent loss of the business of the partnership. They are also liable for the losses of the business of the partnership. Finally, they can engage in other businesses as long as the same do not compete with the business of the partnership.
Industrial partners are the partners that will only contribute industry or service. An industrial partner cannot be compelled to give additional contributions to the partnership and is not liable for losses of the partnership venture. An industrial partner cannot engage in any other business as long as they are an industrial partner unless there is a stipulation allowing them to do so.
Term of the Partnership. The partnership can be for a definite term or at will. A partnership at will is one whose term is indefinite and may be dissolved at the will of any of the partners.
Once the document is completed, the partners should print and sign the Articles of Incorporation. The partners should then acknowledge the document as their free and voluntary act before a notary public. Once the document has been notarized, the document should be filed with the Securities and Exchange Commission («SEC»).
There may be other documents that might be required to be submitted to complete the registration with the SEC.
Applicable law
Partnerships in the Philippines are generally governed by the Civil Code of the Philippines, specifically Articles 1767 to 1867. However, other laws, such as the Tax Code, and memorandums and issuances from government organizations such as the Securities and Exchange Commission may also be applicable to partnerships and its conduct and business dealings. The Foreign Investment Negative List also provides the list of investments that are reserved for Philippine nationals and limits foreign participation.
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What Are Articles of Partnership?
Articles of partnership is a contract that forms an agreement among business partners to pool labor and capital and share in profit, loss, and liability. Such a document acts as a rule book for limited partnerships by outlining all the conditions under which parties enter into a partnership. Articles of partnership may also be referred to as a partnership agreement, especially outside of North America.
Of all the aspects of a partnership, how partner contributions are handled is among the most important.
Understanding Articles of Partnership
Parties agree to articles of partnership voluntarily. An articles of partnership agreement is not legally required by any regulatory body but is considered a best practice. Articles of partnership can be useful in preventing and resolving disagreements among partners since it clarifies the terms of the relationship and outlines how a partnership’s assets are shared.
Articles of partnership should indicate who has what duties, but it doesn’t have to delegate every task that could conceivably come up. It should assign certain key duties, such as who is responsible for keeping track of income and expenses and who will manage inventory, and specify what decisions can be made by whom. In addition, you should consider including clauses discussing whether partners are allowed to work for other companies outside the partnership or whether there should be a non-compete agreement if one partner leaves the business.
Key Takeaways
- Articles of partnership formalize an agreement among business partners to pool labor and capital and share in profit, loss, and liability.
- Articles of partnership should spell out who has what duties, but it doesn’t have to delegate every task that could conceivably come up.
Special Considerations
Several items related to the formation of a partnership are covered in a typical articles of partnership. They include:
- The names of the parties in the partnership
- The partnership’s principal place of business
- The purpose of the partnership’s business
- The terms of the partnership
- When the partnership will begin and, if not infinite, when and how it will end
- Each partner’s capital contribution
- Each partner’s percentage of interest in the partnership
- How the partnership’s profits will be distributed (equally is the default, but there may be special conditions)
- How the partnership will be managed
- How salaries (if any) will be distributed
- How and under what conditions partnership rights can be transferred or sold
For example, if one partner provided the initial idea for the partnership but no cash, and the remainder of the partners contributed an equal sum, will each partner be considered equal regardless of cash contribution?
Similarly, an articles of partnership agreement can remove the possibility of disputes over which partner is responsible for certain duties and which partners have special privileges or are in charge of specific tasks. It may also award a partner the authority to make decisions without the consent of other partners and how to treat partners who want to work outside of the partnership or leave it outright.
Such an agreement will help a partnership avoid potential disputes related to profit or loss distributions by setting rules governing it ahead of time. For example, if a partner contributed more time or money than other partners, they might expect a larger share of the profits.