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General Partnership Contract for United Arab Emirates

General Partnership Contract Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law, specifically the UAE Commercial Companies Law (Federal Law No. 2 of 2015), that establishes a general partnership between two or more partners. This document outlines the essential elements of the partnership, including capital contributions, profit-sharing arrangements, management responsibilities, and operational procedures. It creates joint and several liability among partners for the partnership's obligations and debts, while establishing the framework for business operations in accordance with UAE mainland regulations and relevant emirate-specific requirements.

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What is a General Partnership Contract?

The General Partnership Contract is a fundamental legal document used in the United Arab Emirates for establishing a partnership where all partners are jointly and severally liable for the partnership's obligations. This contract type is governed by UAE Commercial Companies Law (Federal Law No. 2 of 2015) and is suitable for businesses where partners wish to combine their resources and expertise while sharing direct management responsibilities. The document comprehensively covers capital contributions, profit-sharing, management structure, partner obligations, and operational procedures. It's particularly relevant for mainland UAE business operations and requires registration with relevant authorities, including the Department of Economic Development. The contract must comply with both federal UAE laws and specific emirate regulations where the partnership will operate.

What sections should be included in a General Partnership Contract?

1. Parties: Identification and details of all partners entering into the partnership

2. Background: Context of the partnership formation and partners' intention to establish a general partnership

3. Definitions: Key terms used throughout the agreement

4. Partnership Formation: Declaration of partnership establishment and its purpose

5. Partnership Name: Official name of the partnership and rules for its use

6. Partnership Capital: Details of initial capital contributions from each partner

7. Profit and Loss Distribution: Agreement on how profits and losses will be shared among partners

8. Management and Administration: Management structure and partner authorities

9. Partner Rights and Obligations: Detailed rights and responsibilities of all partners

10. Decision Making: Process for partnership decisions and voting rights

11. Banking and Financial Matters: Banking arrangements and financial management procedures

12. Books and Records: Requirements for maintaining partnership accounts and records

13. Term and Termination: Duration of partnership and conditions for termination

14. Dissolution and Liquidation: Process for partnership dissolution and asset distribution

15. Governing Law and Jurisdiction: Specification of UAE law application and jurisdiction

16. Notices: Process for formal communications between partners

What sections are optional to include in a General Partnership Contract?

1. Non-Competition: Restrictions on partners engaging in competing businesses, used when partners have other business interests

2. Intellectual Property: IP ownership and usage rights, included when the partnership involves intellectual property

3. Employee Matters: Guidelines for hiring and managing employees, relevant for larger partnerships

4. Insurance: Required insurance coverage, included when specific insurance needs exist

5. Dispute Resolution: Alternative dispute resolution procedures, optional if partners prefer specific resolution methods

6. Force Majeure: Provisions for unforeseen circumstances, included for higher-risk businesses

7. Assignment and Transfer: Rules for transferring partnership interests, relevant when transfer possibilities are anticipated

What schedules should be included in a General Partnership Contract?

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions, including valuations of non-cash contributions

2. Schedule 2: Initial Business Plan: Detailed business objectives, strategies, and projected financials

3. Schedule 3: Partner Information: Detailed information about each partner, including contact details and representatives

4. Schedule 4: Banking Arrangements: Details of partnership bank accounts and authorized signatories

5. Schedule 5: Management Procedures: Detailed procedures for day-to-day management and operation

6. Appendix A: Trade License: Copy of partnership trade license and registration documents

7. Appendix B: Power of Attorney: Forms of power of attorney for partner representatives if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Cost

Free to use

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