General Partnership Agreement Template for Indonesia

The General Partnership Agreement serves as the foundational document for establishing a partnership business structure in Indonesia. It is essential when two or more parties wish to conduct business together under a shared name and with unlimited liability. The agreement must comply with the Indonesian Commercial Code (KUHD), particularly Articles 16-35, and other relevant regulations including the Civil Code (KUHPer) and business registration laws. This document is crucial for defining the partnership's structure, operations, and governance, including capital contributions, profit-sharing mechanisms, management responsibilities, and dispute resolution procedures. It should be prepared with careful consideration of Indonesian business practices and legal requirements, and typically requires notarization to be legally binding.

1. Parties: Identification of all partners entering into the agreement, including full legal names and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation: Declaration of partnership formation, business name, and registration details in accordance with Indonesian law

5. Purpose and Business Scope: Detailed description of partnership's business activities and objectives

6. Capital Contributions: Details of initial and ongoing capital contributions from each partner

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

8. Management and Decision Making: Structure for partnership management and process for making business decisions

9. Rights and Obligations of Partners: Detailed responsibilities and rights of each partner

10. Banking and Financial Matters: Procedures for handling partnership finances and banking arrangements

11. Accounting and Records: Requirements for maintaining financial records and conducting audits

12. Partner Meetings: Procedures for conducting partner meetings and maintaining minutes

13. Transfer of Partnership Interest: Rules regarding the transfer of partnership interests to other partners or third parties

14. Admission of New Partners: Process and conditions for admitting new partners to the partnership

15. Withdrawal and Retirement: Procedures for partner withdrawal or retirement from the partnership

16. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution and asset distribution

17. Governing Law: Specification of Indonesian law as governing law and jurisdiction

18. Dispute Resolution: Procedures for resolving disputes between partners

19. Notices: Process for giving formal notices under the agreement

20. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and amendments