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Partnership Agreement
I need a partnership agreement for a new business venture between two parties, outlining the roles and responsibilities of each partner, profit-sharing ratios, and procedures for dispute resolution. The agreement should also include provisions for the addition of new partners and the process for dissolution of the partnership.
What is a Partnership Agreement?
A Partnership Agreement is a legal contract that sets the ground rules when two or more people join forces to run a business in Singapore. It spells out how partners will share profits, make decisions, and handle their responsibilities - much like a playbook for working together successfully.
Under Singapore's Partnership Act, this agreement protects all partners by clearly defining each person's capital contributions, management roles, and exit procedures. While not mandatory, having one prevents disputes and confusion later, especially around thorny issues like profit distribution or what happens if someone wants to leave the business.
When should you use a Partnership Agreement?
Get a Partnership Agreement in place before you start operating your business with partners in Singapore. This document becomes essential when multiple people pool resources, skills, or capital to run a venture together - especially in professional services, retail, or consulting firms.
The right time to create this agreement is during your initial business planning, while everyone is excited and aligned about the venture. Creating it early helps prevent costly disputes about profit sharing, decision-making authority, and partner responsibilities. Many successful partnerships draft their agreement alongside their business registration with ACRA to ensure a strong foundation.
What are the different types of Partnership Agreement?
- Small Business Partnership Agreement: Tailored for small enterprises and startups, focusing on basic operational structure and simplified profit sharing.
- Legal Partnership Agreement: Designed for law firms, with specific provisions for client confidentiality and professional liability.
- Business Partner Agreement Contract: Comprehensive version for larger businesses, including detailed governance and expansion provisions.
- Agreement Between Two Parties For Business Partnership: Simplified two-partner format with clear division of roles and responsibilities.
- Domestic Partnership Agreement: Specialized version for family businesses, addressing unique dynamics of related partners.
Who should typically use a Partnership Agreement?
- Business Partners: The primary parties who sign and are bound by the Partnership Agreement, including both general and limited partners contributing capital or expertise.
- Corporate Lawyers: Draft and review the agreement to ensure compliance with Singapore's Partnership Act and protect clients' interests.
- Business Advisors: Help structure partnership terms, profit-sharing arrangements, and governance mechanisms.
- Accountants: Guide financial provisions, capital contributions, and tax implications of the partnership structure.
- ACRA Officers: Review partnership details during business registration and ensure compliance with local regulations.
How do you write a Partnership Agreement?
- Partner Details: Gather full legal names, NRIC/FIN numbers, and contact information for all partners involved.
- Business Basics: Define your business name, registered address, and planned activities under SSIC codes.
- Capital Structure: Document each partner's initial investment, profit-sharing ratios, and contribution schedules.
- Role Definition: Outline management responsibilities, voting rights, and decision-making processes.
- Exit Strategy: Plan procedures for partner retirement, buyout terms, and dispute resolution methods.
- Template Selection: Use our platform to generate a customized agreement that includes all mandatory elements under Singapore law.
What should be included in a Partnership Agreement?
- Partner Information: Full legal names, business address, and partnership type under Singapore's Partnership Act.
- Business Details: Trading name, scope of business activities, and duration of partnership.
- Capital Structure: Initial contributions, profit-sharing ratios, and loss distribution formulas.
- Management Rights: Decision-making processes, voting mechanisms, and operational responsibilities.
- Exit Provisions: Partner withdrawal procedures, dissolution terms, and dispute resolution methods.
- Compliance Elements: GST registration details, data protection obligations, and ACRA filing requirements.
- Execution Block: Signature spaces, witness requirements, and partnership seal provisions.
What's the difference between a Partnership Agreement and a Business Acquisition Agreement?
A Partnership Agreement differs significantly from a Business Acquisition Agreement in several key ways. While both are crucial business documents in Singapore, they serve distinct purposes and come into play at different stages of business operations.
- Purpose and Timing: Partnership Agreements establish ongoing relationships between business partners, while a Business Acquisition Agreement handles one-time transactions for buying or selling a business.
- Duration: Partnership Agreements are ongoing documents that govern long-term business relationships, whereas acquisition agreements typically conclude once the sale is complete.
- Scope of Coverage: Partnership Agreements focus on internal operations, profit-sharing, and management rights. Acquisition agreements deal with asset transfer, valuation, and transition terms.
- Legal Framework: Partnership Agreements fall under Singapore's Partnership Act, while acquisition agreements primarily involve contract and commercial law principles.
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