The Partnership Contract Template is a fundamental legal document used to establish and govern business partnerships in the United Arab Emirates. It is designed to comply with UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and other relevant federal and emirate-level regulations. This template is essential for businesses seeking to form partnerships in the UAE, whether as general partnerships, limited partnerships, or professional partnerships. It covers crucial aspects such as capital contributions, profit sharing, management structure, partner obligations, and dispute resolution mechanisms. The document is particularly important given the UAE's specific requirements for partnership structures, local ownership considerations, and compliance with both civil law and Sharia principles. It serves as a foundational agreement that can be customized based on specific partnership requirements while maintaining compliance with UAE legal frameworks.
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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and brief description of partners' intention
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, registration details, and business address
5. Business Purpose: Detailed description of partnership's business activities and objectives
6. Capital Contributions: Details of initial and any agreed future capital contributions from each partner
7. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners
8. Management and Control: Management structure, decision-making processes, and partner authorities
9. Partners' Rights and Obligations: Detailed responsibilities and rights of each partner
10. Banking and Financial Matters: Banking arrangements, accounting procedures, and financial management
11. Term and Termination: Duration of partnership and circumstances for termination
12. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction
13. Dispute Resolution: Procedures for resolving disputes between partners
1. Non-Competition: Restrictions on partners engaging in competing businesses - used when partners have other business interests
2. Intellectual Property Rights: IP ownership and usage rights - important when the partnership involves creation or use of IP
3. Additional Capital Requirements: Procedures for raising additional capital - relevant for businesses anticipating future capital needs
4. Partner Admission: Process for admitting new partners - useful for partnerships planning future expansion
5. Death or Incapacity: Procedures following death or incapacity of partners - important for family businesses or long-term partnerships
6. Islamic Finance Compliance: Provisions ensuring Sharia compliance - necessary for Islamic finance arrangements
7. Foreign Ownership Provisions: Special provisions for foreign partners - required when involving non-UAE partners
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions, including valuations of non-cash assets
2. Schedule 2: Profit Sharing Ratios: Detailed profit and loss distribution formulas and calculations
3. Schedule 3: Business Plan: Initial business plan and strategic objectives of the partnership
4. Schedule 4: Partner Information: Detailed information about each partner, including contact details and representatives
5. Schedule 5: Management Structure: Detailed organizational structure and management procedures
6. Appendix A: Required Licenses: Copies of business licenses and permits required for operation
7. Appendix B: Banking Resolutions: Banking arrangements and authorized signatories
8. Appendix C: Property Details: Details of any property owned or leased by the partnership
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