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The Common Law Partnership Agreement is a foundational document for businesses operating as partnerships in Hong Kong. It should be used when two or more parties wish to formalize their business relationship under Hong Kong law, establishing clear terms for their cooperation and mutual obligations. The agreement incorporates essential elements required by the Hong Kong Partnership Ordinance (Cap. 38) while allowing customization to suit specific business needs. It covers crucial aspects such as capital contributions, profit sharing, management rights, decision-making processes, partner duties, and exit mechanisms. This document is particularly important in Hong Kong's business environment, where partnerships are a popular business structure, especially in professional services and trading sectors. The agreement helps prevent future disputes by clearly defining partners' rights and responsibilities while providing mechanisms for conflict resolution.

1. Parties: Identifies all partners entering into the agreement, including their full names, addresses, and any business registration details

2. Background: Sets out the context of the partnership formation and the partners' intention to operate the business together

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Partnership Formation: Establishes the creation of the partnership, its name, and commencement date

5. Nature of Business: Describes the partnership's business activities and scope

6. Capital Contributions: Details the initial and any agreed future capital contributions from each partner

7. Profit and Loss Sharing: Specifies how profits and losses will be distributed among partners

8. Management and Decision Making: Outlines management structure, voting rights, and decision-making processes

9. Banking and Financial Matters: Establishes banking arrangements and financial management procedures

10. Partner Duties and Obligations: Sets out the responsibilities and obligations of all partners

11. Restrictions on Partners: Defines limitations on partners' activities, including non-compete and confidentiality obligations

12. Addition of New Partners: Procedures for admitting new partners to the partnership

13. Retirement and Removal of Partners: Processes for partner retirement, voluntary withdrawal, or forced removal

14. Death or Incapacity: Procedures following death or incapacity of a partner

15. Partnership Dissolution: Circumstances and procedures for dissolving the partnership

16. Dispute Resolution: Methods for resolving disputes between partners

17. Governing Law: Confirms Hong Kong law as governing law and jurisdiction

18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability