英文合伙協(xié)議實例

Partnership Agreement

________(Name), and________(Name), the below signed hereby enter into this Partnership Agreement on behalf of themselves, their heirs, successor and assigns, and set forth following terms and conditions as constituting the Partnership Agreement in its entirety:

1. The partnership shall go by the following name:

________(Name)

2. The partnership's principle place of business shall be________.

3. The first day that the partnership shall begin business is:

________(DATE) and the partnership will continue until the partners agree to terminate it or until it is forced to cease its operation by law.

4. The partnership's operation shall be primarily in the following field or area:________

5. The partnership shall be capitalized as follows:

For each________$(AMOUNT) (dollars) each partner shall receive________shares with contribution being made as follows:

Partner A contributes________(AMOUNT) and shall receive________shares, the same being________% of the total shares available.

Partner B contributes________(AMOUNT) and shall receive________shares, the same being________% of the total shares available.

6. Losses and gains on contributed capital and other property shall be assigned as follows:

The IRS's general allocation rule shall apply, and gains and losses shall be allocated according to the percentage of total capital contributed by each partner as set out in paragraph 5 above.

7. Profits and losses shall be allocated according to the same percentage allocation set forth in paragraph 6 above.

8. Salary, if any, for the services rendered shall be determined by unanimous approval of the partners.

9. Control and management of the partnership shall be split equally amongst the partners.

10. Each partner shall maintain both an individual drawing account and an individual capital account. Into the capital account shall be placed the partner's initial capital and any increases thereto. The drawing accounts shall be used for withdrawal accounts, the size of which is limited to US $________(AMOUNT) on any one day.

11. Adequate accounting records shall be made and maintained. Any partner and his/her agent may review any and all accounting or other records at anytime.

12. The partners designate the following as the partners' business and check accounts into which all the funds of the Partnership shall be placed and maintained:________

13. Accounting records and books shall be kept on a (select one) ① cash basis ② accrual basis and the fiscal year shall begin on the________day of________(MONTH) and shall end________day of________(MONTH).

14. At the close of the fiscal year there shall be annual audit conducted by the following accounting firm: (DESCRIBE)

15. The partnership shall dissolve upon the retirement, death or incapacity of any partner unless the remaining partner selects the option of buying out that partner's share. If so selected, the partnership shall be valued by submission to arbitration with GAMA, Inc., according to reasonable accounting and valuation principles as set forth in paragraph 17 below. The finding of the arbitrator as to the value of the partnership shall be final and binding upon the partners, their heirs, successor, and assigns. Upon the assurance of this finding, the remaining partner shall have________(TIME) to buy out the previous partner's share. Should more than one partner desire to buy this share, the share shall be split evenly between the same.

16. Upon termination or dissolution of the partnership, the Partnership will be promptly liquidated, with all debts being paid first, prior to any distribution of the remaining funds. Distribution shall be made according to the percentage of the ownership as set out in paragraph 5 above.

17. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rule of the American Arbitration Association, and judgement upon the award rendered by the arbitrator (s) may be entered in any court having jurisdiction thereof.

Signature:________　　　Signature:________