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How to write a partnership contract?
Last name _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _,
The address is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
(Other partners should fill in the above items in the order)
Article 1 The purpose of a partnership enterprise: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 2 The name and main place of business of the partnership enterprise: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 3 The project and scope of the partnership enterprise: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 4 The term of a partnership enterprise shall start from _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 5 The amount, mode and duration of capital contribution.
(1) Partner _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. (Other partners are listed in the same order as above)
(2) The capital contribution of each partner shall be paid in full before _ _ _ _ _ _ _ _.
(3) The capital contribution of this partnership is RMB _ _ _ _ _ _ _. During the partnership, the capital contribution of each partner is * * * property, and it is not allowed to ask for division at will. After the termination of the partnership, each partner's capital contribution will still be owned by the individual and will be returned at that time.
Article 6 surplus distribution and debt commitment. All partners * * * operate together, * * * work together, * * * take risks, and * * * be responsible for their own profits and losses.
(1) Income distribution: based on _ _ _ _ _ _ _ _ _
(2) Debt commitment: the partnership debt shall be paid off with the partnership property first, and if the partnership property is insufficient to pay off, it shall be borne in proportion with _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
(Special note: surplus distribution and debt commitment can be agreed according to each partner's respective contribution or equal distribution. If there is no agreed sharing ratio, the partners shall share it according to the proportion of capital contribution. After either party makes external repayment, the other party shall pay off its share to the other party in proportion within 10 days. )
Article 7 Access, withdrawal and transfer of capital contributions.
(1).
1. The joining of new partners must be approved by all partners;
2. Acknowledge and sign this cooperation agreement;
3. Unless otherwise agreed in the occupation agreement, the new partner enjoys the same rights and assumes the same responsibilities as the original partner. The new partner shall be jointly and severally liable for the debts of the partnership before joining the partnership.
(2) Quit.
1. Voluntary withdrawal. During the operation of the partnership, the partners may withdraw from the partnership under any of the following circumstances:
(1) Reasons for withdrawing from the partnership agreement appear;
(2) Withdrawing from the partnership with the consent of all partners;
③ It is difficult for partners to continue to participate in the partnership.
If the partnership agreement does not stipulate the term of operation of the partnership, the partners may withdraw from the partnership without affecting the implementation of the partnership affairs, but they shall notify the other partners 30 days in advance. If a partner withdraws from the partnership without authorization and causes losses to the partnership, he shall compensate for the losses.
2. Of course, resign. In any of the following circumstances, the partner will of course quit:
(a) dead or declared dead according to law;
(2) Being declared as a person without civil capacity according to law;
(3) the individual loses solvency;
(4) All the property shares in the partnership enterprise shall be enforced by the people's court. The effective date of withdrawal under the above circumstances is the actual withdrawal date.
3. Quit. Under any of the following circumstances, with the unanimous consent of other partners, a resolution can be made to replace the partner:
① Failure to fulfill the obligation of capital contribution;
(2) Causing losses to the partnership enterprise due to intentional or gross negligence;
(3) misconduct in the execution of partnership affairs.
(4) Other reasons stipulated in the partnership agreement.
The resolution on the removal of a partner shall be notified in writing to the removed celebrity. The removed celebrity shall take effect from the date of receiving the notice of removal, and the removed celebrity shall withdraw from the partnership. Unless the celebrity disagrees with the resolution of delisting, he may bring a lawsuit to the people's court within 30 days from the date of receiving the notice of delisting.
After a partner withdraws from the partnership, other partners and quitters shall conduct liquidation according to the property status of the partnership at the time of withdrawal.
(3) Transfer of capital contribution. Allow partners to transfer all or part of their property shares in the partnership. Under the same conditions, partners have the priority to be assigned. If it is transferred to a third person other than a partner, the third person shall be regarded as a partner, otherwise the transferor shall be regarded as a partner. A third party other than a partner who receives a share of the partnership property shall become a partner of the partnership after amending the partnership agreement.
Article 8 the person in charge of the partnership and the execution of partnership affairs.
(1) All partners * * * are engaged in partnership affairs. (Suitable for small partnerships. )
(2) As agreed in the partnership agreement or decided by all partners, it is _ _ _ _ _ _ _ _
1. Conduct foreign business and sign contracts;
2. The daily management of the partnership;
3. Selling partnership products (commodities) and purchasing ordinary commodities;
4. Pay the partnership debts;
5.__________________________________________。
Article 9 Rights and obligations of partners.
(1) Rights of partners:
1. Management, decision-making and supervision of partnership affairs. The business activities of the partnership are decided by the partners * * *, and everyone has the right to vote regardless of the amount of capital contribution;
2. Partners have the right to distribute the benefits of the partnership;
3. The partners shall distribute the partnership interests according to the proportion of capital contribution or the contract, and the property accumulated by the partnership shall be owned by the partners.
4. Partners have the right to quit.
(2) Obligations of partners:
1. Maintain the unity of partnership property according to the partnership agreement;
2. Share the debts of the operating losses of the partnership;
3. Be jointly and severally liable for the partnership debts.
Acts prohibited by article 10.
(1) Without the consent of all partners, it is forbidden for any partner to conduct business activities in the name of the partnership without permission; If the profits from its operation belong to a partnership, and losses are caused, compensation shall be made according to the actual losses.
(two) prohibit partners from participating in the business that competes with the partnership;
(3) Unless otherwise agreed in the partnership agreement or agreed by all the partners, the partners shall not conduct transactions with the partnership enterprise.
(4) Partners shall not engage in activities that harm the interests of the partnership.
Article 11 Continued operation of a partnership enterprise.
(1) In the case of quitting the partnership, the remaining partners have the right to continue to operate the business of the original enterprise in the name of the original enterprise, and they can also select and recruit new partners to join the business.
(2) If a partner dies or is declared dead, the heir of the deceased partner may, at his choice, return the share of the property that the heir should inherit and continue to operate; You can also accept the heir as a new partner to continue the business in accordance with the partnership agreement or with the consent of all partners.
Article 12 Termination and liquidation of partnership enterprises.
(1) The partnership enterprise is dissolved for the following reasons:
1. The partnership term expires;
2. All partners agree to terminate the partnership;
3. No legal partner;
4. The partnership affairs have been completed or cannot be completed;
5. It has been revoked according to law;
6. Other reasons for the dissolution of the partnership as stipulated by laws and administrative regulations.
(2) liquidation of the partnership enterprise:
1. After the partnership is dissolved, it shall be liquidated and notify the creditors.
2. The liquidator shall be appointed by all the partners or agreed by more than half of all the partners. If the liquidator meets the following conditions, it shall appoint _ _ _ _ _ _ _ _ _ _ _ _ 15 days. If it is not determined, the partners or other interested parties may apply to the people's court for the appointment of the liquidator.
3. After paying the liquidation expenses, the partnership property shall be paid off in the following order: the wages and labor insurance expenses owed by the partnership; Tax owed by the partnership; Partnership debt; Return the capital contribution of the partners.
4. If there is any surplus after settlement, it shall be distributed according to the method in Paragraph 1 of Article 6 of this Agreement.
5. If the partnership suffers losses during the liquidation period and the property of the partnership is insufficient to pay off, it shall be handled in accordance with the second paragraph of Article 6 of this Agreement. Each partner shall bear unlimited joint and several liability, and if the amount paid by the partner exceeds the amount due to joint and several liability, the partner shall have the right to recover from other partners.
Article 13 Liability for breach of contract.
(1) If a partner fails to pay the capital contribution in full and on time, it shall compensate the other partners for the losses suffered as a result. If the capital contribution has not been paid in full for _ _ _ _ _ _ years overdue, it shall be treated as withdrawal.
(2) If a partner transfers his share of property without the unanimous consent of the other partners, and his partner is unwilling to accept the transferee as a new partner, he may be treated as withdrawing from the partnership, and the transferor shall compensate the other partners for the losses suffered as a result.
(3) If a partner pledges his share of the property in the partnership enterprise without authorization, his behavior is invalid, otherwise it will be treated as withdrawal; If losses are caused to other partners, they shall be liable for compensation.
(4) If a partner seriously violates this Agreement, or the partnership enterprise is dissolved due to gross negligence or violation of the partnership enterprise law, it shall be liable for compensation to other partners.
(5) If a partner violates the provisions of Article 9, he shall be dissuaded by the actual loss compensation of the partnership, and all partners may decide to remove him.
Article 14 settlement of contract disputes.
All disputes arising from or related to this agreement shall be settled by the partners through consultation. If negotiation fails, the dispute shall be submitted to the Arbitration Commission for arbitration. The arbitral award is final and binding on all parties.
Article 15 Others.
(1) Upon consensus, the partners may modify this agreement or supplement matters not covered; If there is any conflict between the supplementary and modified contents and this Agreement, the supplementary and modified contents shall prevail.
(II) Occupation contract is an integral part of this Agreement.
(III) This Contract was signed on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(IV) This contract shall come into effect after being signed and sealed by all partners.
Partner: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (signature) (omitted)
Signing time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signing place: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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