EQUITY PARTNERSHIPS - What is it and How It Benefit YOU!

EQUITY PARTNERSHIPS - What is it and How It Benefit YOU!

By definition -

Equity partner
An equity partner is a partner in a partnership who is a part owner of the business, and is entitled to a proportion of the distributable profits of the partnership. The term is used in contra-distinction to a salaried partner (or contract partner) who are paid a salary, but do not have any underlying ownership interest in the business and will not share in the distributions of the partnership (although it is quite common for salaried partners to receive a bonus based upon the firm's profitability).

Although they are both regarded as partners, in legal and economic terms, equity partners and salaried partners have little in common other than joint and several liability.[1] The degree of control which each type of partner exerts over the partnership depends upon the relevant partnership agreement.

The division between equity and salaried partners could, in theory, occur in any partnership, but in practice, the distinction is most frequently referred to in law firms and accountancy firms.

[edit] Type of equity partnership
In their most basic form, equity partners enjoy a fixed share of the partnership (usually, but not always an equal share with the other partners).

However, in more sophisticated partnerships, different models exist for determining either ownership or profit distribution (or both).

Probably the most common two forms are "lockstep" and "eat-what-you-kill" (sometimes referred to, less graphically, as "source of origination").

Lockstep involves new partners joining the partnership with a certain number of "points". As time passes, they accrue additional points, until they reach a set maximum. The length of time it takes to reach the maximum is often used to described the firm (so, for example, one could say that one firm has a "seven year lockstep" and another has a "ten year lockstep" depending upon the length of time it takes to reach maximum equity).

NOW - How can this benefit you?

Everyday I read post on here form people looking to investors or looking for money. You can benefit from this by constructing a sound business plan on the property you are trying to buy and presenting it to others that HAVE MONEY but may not want to actively work in real estate. Lets say you have a property that 200K. You need to mae repairs on it but you can do them yourself. You dont have the money to buy so you look for people who do. It may noy be just one person, so you devide the property cost up. So look for 10 investors wit 20K each to drop into the deal - you form a partnership and you lay out the guidelines. Its just like a compan with stockholders. They dont have control but they collect their dividend check. You now have your property, you have not spent one dime of your own money and you have control. SO WHAT IS MY EQUITY IN THIS DEAL THEN? Well its sweat equity. You did not have the money for your portion so you contribute time, managemnt, labor, marketing, etc.....come on guys, think a little different.

Lets get back to what made this site great - lets see those creative juices flowing. NOW - what I dont want to see is a bunch of post on here asking well how do I get started, where do I find, partners, the truth of the matter is that this will work! Its done everyday and this post is only meant as a catlyst to get you to thinking. If you have relavant questions, please ask, but otherwise, use what I have put here and RESEARCH IT!....find out if this is something that will work for you. I have done it and it was just the thing I needed to achieve what I was working toward so dont be afraid and "JUST DO IT".

Also there are other post in here regarding equity partnerships so do a search for them and check them out.

Good luck and Much Success!


TWITTER - anitarny / FACEBOOK - anitarny


Good Information!

As usual Anita, you have great information... can't wait to read more from you!


PS Is the event incredible or what? I am so envious!

thanks kimmy

i wil post all about it


TWITTER - anitarny / FACEBOOK - anitarny



Everytime you post something, I dont even have to read it right away. I automatically hit bookmark.

Wish I was there.


Jason S.
San Diego, CA.
**All CASH House Buyer!**
Refer Us To Neighbors, Friends & Family, Earn $1,000
LIKE my FB page http://www.facebook.com/JandBHouseSolutions

wish you were here too...

Jason Smith wrote:
Everytime you post something, I dont even have to read it right away. I automatically hit bookmark.

Wish I was there.

Hey Jason

I wish you were here too. Dean and his group are blowing the tops off out here. I will post on it late.


TWITTER - anitarny / FACEBOOK - anitarny



Great post Anita. It is like jointing a REI club with partnership and fringe benefits. Anita, the only thing I am weary about is contracting with the wrong people. I have had my own set of disappointment with asset and money, that it makes me think twice sometimes. I also have very little money at hand now, however, I think it is a great idea. As things change in my life, would you ever think of a long distance partner?



"You can never get to the top, if you are not willing to climb. Do not look at the difficulty of the climb, only anticipate the view from the top."
"Can't even walk without you holding my hand." (Song)
"Is anything too hard for the Lord ..." Genesis 19:14
"In all things, wait on the Lord."
"Think not of your own deliverance, but trust in God who will give in abundance."
"When you are down to nothing, God is up to something." Unknown
"Our lives begin to end, the day we become silent about those things that really matters." Dr. Martin Luther King Jr.

hi sandra

SanBern wrote:
Great post Anita. It is like jointing a REI club with partnership and fringe benefits. Anita, the only thing I am weary about is contracting with the wrong people. I have had my own set of disappointment with asset and money, that it makes me think twice sometimes. I also have very little money at hand now, however, I think it is a great idea. As things change in my life, would you ever think of a long distance partner?


yes i would consider it. please stay in contact


TWITTER - anitarny / FACEBOOK - anitarny


Need a Partnership Form

Hi Anita,

Can you provide a link or assistance on where to find a Partnership Form so you can, as you said "form a partnership and you lay out the guidelines".

Any help finding the sample document would be appreciated.

Just the info I need....

Thanks Anita!! That is the information that I need right now. I have to opportunity to lock up a great package deal from an investor that is selling 40 properties. I have to work the numbers to make sure that it will work, and if it does, then this is what I will do. Smiling





Failure Is Not An Option




THE PERSONS whose respective names and addresses are set out in the first schedule hereto.

1 Definitions and Interpretations

1.1 In this Agreement except where the context otherwise requires, the following terms shall have the following meanings;

"Business Day" means any day on which ordinary banks are open for their full range of normal business in ;

"Connected Persons" has the meaning given to that expression by Section 839 of the Income and Corporation Taxes Act 1988;

"Control" has the meaning given to that expression by Section 840 of the Income and Corporation Taxes Act 1988;

"Document" has the meaning given to that expression by Section 10 of the Civil Evidence Act 1968;

"Group" means, in relation to any Company, that company and any other company which, at the relevant time, is its Holding Company or Subsidiary, or the Subsidiary of any such Holding Company; and "Member" of a Group has a corresponding meaning;

"Intellectual Property" means any patent, registered or unregistered trade mark or service mark, copyright, registered design or unregistered design right, any application for any of the foregoing, any right in respect of technical or commercial information and any other form of protection.

"Quarter" means the period of three months commencing on , each subsequent consecutive period of three months during the continuance of this Agreement and any shorter period ending on its termination; and Quarterly has a corresponding meaning;

"Confidential Information" shall mean details of suppliers and their terms of business, details of customers and their requirements, the prices charged to and terms of business with customers, marketing plans and sales forecasts (save to the extent that these are included in published audited accounts), any proposals relating to the acquisition or disposal of a company or business or any part thereof or to any proposed expansion or contraction of activities, details of employees and officers and of the remuneration and other benefits paid to them, information relating to research activities, inventions, secret processes, designs formulae and product lines, any information which the Partners is told is confidential and any information which has been given to the Firm in confidence by customers, suppliers or other persons.

"the Partners" mean all the individuals who are parties hereto at the date hereof and shall include, from the respective dates upon which any other individuals by the addition of their names and addresses to the First Schedule hereto, such other individual or individuals and shall unless the context otherwise requires exclude any such individual who shall have ceased for any reason to be a partner hereof;

"Partner" means each person named in the schedule hereto and each New Partner who, in either case, remains a Partner at the relevant time;

"Managing Partner" is the Partner appointed by the Management Committee from time to time as set out in clause 14;

"the Auditors" means the chartered accountants who at the relevant time are appointed under clause 8.1 as the auditors of the Partnership;

"Accounts Date" is the date in each year to which the Partnership Accounts are made up;

"Partnership Accounts" are the annual accounts of the Firm required to be prepared pursuant to clause 8.3;

"the Cessation Date" means, in relation to a Former Partner, the date on which he ceased to be a Partner;

"Continuing Partners" means those persons who, on a change of Partners, continue as Partners;

"Former Partner" means a person who, at the relevant time, has ceased to be a Partner and includes his personal representatives, estate receiver or trustee in bankruptcy;

"New Partner" means any person who at any time after the date of this Agreement is appointed as a Partner

"the Management Committee" means the committee so named in clause 14.1;

"a Majority of the Partners" means more then per cent of the Partners;

"the Firm" is the partnership established by the Partners pursuant hereto as the same may be constituted from time to time and for the time being;

"Premises" means the offices particularly described in clause 4 and such other locations owned or controlled by the Firm from time to time and for the time being;

"the Partnership Business" means the business referred to in clause 2.1;

"Partnership Year" means each period of 12 months ending on , or any other period determined by the Management Committee;

"Profit" for any Partnership Year means the profit of the Partnership as shown by the Partnership Accounts for that Partnership Year, and "Loss" has a corresponding meaning;

"the Taxes Act" means the Income and Corporation Taxes Act 1988.

1.2 Unless the context otherwise requires, each reference in this Agreement to:-

1.2.1 "writing", and any cognate expression, includes a reference to any communication effected by telex, facsimile transmission or similar means;

1.2.2 a "working day" is a reference to any day other than Saturday or Sunday which is not a bank or public holiday in the territory of either party;

1.2.3 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.4 "this Agreement" is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time;

1.2.5 a Schedule is a schedule to this Agreement; and

1.2.6 a clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

1.3 In this Agreement:-

1.3.1 any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;

1.3.2 any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity;

1.3.3 words importing the singular number include the plural and vice versa; and

1.3.4 words importing any gender include any other gender.

1.4 The headings in this Agreement are for convenience only and shall not affect its interpretation.

2 Formation and Name

2.1 The Partners hereby agree to form a Partnership for the purpose of engaging in the and conducting all types of business incidental thereto.

2.2 The name of the Firm shall be .

2.3 Any person may with his agreement be appointed as a Partner in the Partnership provided-

2.3.1 his appointment is approved by a unanimous vote of the Partners; and

2.3.2 he enters into a written instrument, in such form as the Management Committee may specify, under which he agrees to be bound by the terms of this Agreement.

3 Commencement and Duration

3.1 The Firm shall begin on the .

3.2 Subject to the provisions for retirement, expulsion and dissolution hereinafter contained the Firm shall continue during the joint lives of the Partners and the survivors of them.

3.3 If any Partner ceases to be a Partner by reason of his death or retirement or expulsion in accordance with the provisions of this Agreement the Firm shall not determine as regards the surviving or continuing Partners.

3.4 The Partnership shall continue until terminated at the end of any Partnership Year by a Majority of the Partners giving to all other Partners not less than written notice of their intention to do so.

4 Place of Business

The business of the Firm shall be carried on at the premises known as or places as a Majority of the Partners may from time to time determine.

5 Capital

5.1 The initial capital of the Firm shall be the total sum specified in the Second Schedule hereto, contributed by the Partners in the amounts or shares set opposite their respective names in the Second Schedule. Each of the Partners shall forthwith pay into the Firm bank account the sum to be contributed by him.

5.2 If at any time the Partners decide to increase the capital of the Firm the amounts of the increase shall be contributed in such proportions as they may agree and, in default of agreement, in the same proportions as they are entitled to in the capital of the Firm.

5.3 The capital for the time being of the Firm shall belong to the Partners in the proportions in which it has been contributed by them.

5.4 Each of the Partners shall be entitled to interest at the rate of per cent per annum above the base rate of on the amount for the time being of his share of the Firm capital, such interest to be calculated and credited each year before the profits are divided. The Auditor shall determine any matters of doubt in relation thereto.

5.5 No Partner whilst in the Firm shall withdraw any of his capital except with the written consent of all the other Partners.

6 Profits, Losses and Salaries

6.1 Subject to the following provisions of this clause the Partners shall share the Profit for each Partnership Year and bear any Loss for any Partnership Year in the proportions specified opposite their names in column 2 of Schedule 1 hereto.

6.2 There shall be paid in each year by way of gross annual salaries which shall be deemed to accrue from day to day and shall be paid such sums (if any) as are set out opposite the Partners' respective names in the Schedule 2 hereto.

6.3 If any person is a Partner for part only of a Partnership Year, his share of any Profit or Loss for that Partnership Year shall be computed as if he had been a Partner for the whole of that Partnership Year, but the share of the Profit for that Partnership Year to which he would otherwise have been entitled shall be reduced by applying a fraction of which the denominator is the number of days in that Partnership year and the numerator is the number of days in that part.

7 Drawings

7.1 Unless otherwise determined by the Management Committee each Partner shall be entitled to draw on account of his share of the Profit for each Partnership Year the following sums, which will be debited to his current account:

7.1.1 the monthly sum stated opposite his name in column 3 of Schedule 1;

7.1.2 such sums as are from time to time required to pay; any income tax assessed by reference to his share of the Profit; his national insurance contributions; and such further sums as the Management committee may from time to time determine.

7.2 As soon as practicable after the last day of the Partnership Year a distribution shall be made to the Partners on account of their shares of the Profit for that Partnership Year of such aggregate amount (if any) as the Management Committee may determine, having regard to the cash flow and any other financial requirements of the Partnership, and except as otherwise determined by the Management Committee shall be divided between the Partners in the proportions in which they are entitled to share in the profits and debited to their current accounts.

7.3 Following the end of each Partnership Year, each Partner's current account shall be credited or (as the case may be) debited with his share of the Profit or Loss for that Partnership Year, after taking into account any amount which has been credited or debited to that Partner's current account during the Partnership Year pursuant to clause 6.2, and if, after that has been done, there is a debit balance on that current account, that Partner shall, unless the Management Committee otherwise determines, pay to the Partnership a sum equal to that balance within from the date which the relevant Partnership Accounts are circulated pursuant to clause 8.1.

7.4 Subject to the provisions of clause 6.3, no Partner shall without the previous consent of the Management Committee permit a debit balance to arise on his current account, and each Partner shall, at the request of the Management Committee forthwith pay to the Partnership the amount of any such balance.

7.5 Without prejudice to clause 7.4, if there is at any time a debit balance on any Partner's current account, then:

7.5.1 except in respect of any part of that debit balance which is attributable to his share of any Loss for any Partnership Year and is paid to the Partnership in accordance with clause 7.3; or

7.5.2 unless or until the Management Committee otherwise determines; interest shall be payable by the Partner in question on each subsequent and on the amount of the balance outstanding from time to time until payment is made in full, calculated at a rate of per cent per annum above the base rate of from time to time.

8 Auditors, Accounts and Records

8.1 The Auditors will be .

8.2 Proper books of accounts shall be kept giving a true and fair view of the Firm's business. The books shall be available for inspection by each of the Partners and the Auditors at any time.

8.3 A profit and loss account and balance sheet shall be prepared in every year made up to the .

8.4 Every such account and balance sheet shall be signed by the Management Committee and shall thereupon become binding on them except that any Partner shall be entitled to require the rectification of any manifest error discovered in any such account or balance sheet within months of the date when the same was signed by the Management Committee.

9 Bank Accounts

9.1 shall be the banker of the Firm.

9.2 All Firm monies not required for current expenses and all cheques shall be paid promptly into the Firm bank account.

9.3 All cheques shall be drawn in the name of the Firm. A cheque must be signed by any person as agreed by the Management Committee from time to time.

10 Insurance

Each Partner shall effect and maintain at his own expense a policy of insurance with a reputable insurance company providing that in the event of his being incapacitated by illness or injury from attending to his Firm duties for a period of more then 6 months, there shall be paid to him in respect of each calendar month thereafter until he attains the age of or dies a sum equal to not less than half his current monthly drawings.

11 Holidays

Each Partner is entitled to a total of holiday in each year. No more than consecutive weeks will be allowed. Each Partner is to consult the other Partners in relation to the time when the Partner intends to take holidays and shall take them at a time considered most practical for the Firm.

12 Salaried Partners

The Partners may from time to time agree with any person that the Firm shall employ him as a Salaried Partner. The Salaried Partner shall not, unless otherwise agreed with the Partners, be entitled to a share of the profits or be obliged to bear any of the losses of the Firm. The terms of employment of a Salaried Partner shall be contained in a separate agreement to be entered into between the Partners or Managing Partner on behalf of the Firm. This contract will include an indemnity from the Partners to the Salaried Partner against any such losses as previously mentioned. The contract may or may not include any provision whereby the Salaried Partner may be or is admitted as a Partner with effect from any particular date or on satisfaction of any particular condition.

13 Obligations of Partners

13.1 The Partners agree as follows;

13.1.1 to use their best endeavours towards the successful operating of the Partnership and at all times shall conduct themselves in a fair and proper manner in all transactions of any nature effecting the Partnership;

13.1.2 all Partners shall disclose to the other Partners any matter that may prejudice the business prospect of the Partnership;

13.1.3 that no Partners will disclose Confidential Information to any person, firm or business unless with the prior written consent of all of the other Partners;

13.1.4 each Partner shall for the term of the Agreement indemnify the other Partners against all claims, actions, costs, liabilities and expenses payable or paid by the Partnership for and on behalf of the indemnifying Partner;

13.1.5 that no other partners may be added to the Partnership without the express prior written approval of all of the Partners;

13.1.6 each Partner agrees to keep proper records of all business transacted by or on behalf of the Firm;

13.1.7 that they will duly and punctually pay and discharge his separate and private debts and liabilities and keep the firm, its property and the other Partners and their respective estates and effects indemnified against all actions, proceedings, costs, claims, and demands in respect thereof;

13.1.8 comply with all directions, instructions and rules as to the conduct of the Firm's business generally as made from time to time by the Partners.

13.2 Each Partner warrants that they shall not without the written consent of the other Partners:

13.2.1 carry on or be engaged or interested in any business, occupation or activity or take steps to set up or promote or facilitate the establishment of any of the same at any point which competes or intends to compete with any part of the business of the Partnership, employ or terminate the employment of any employee or agent of the Partnership;

13.2.2 loan any money or property belonging to the Partnership to any other person, firm or business, nor accept any such money or property, whether in the form of a loan or otherwise, on behalf of the Partnership from any other person, firm or business;

13.2.3 offer a guarantee, security or any other promise for the payment of any liabilities incurred by the Partnership in the ordinary course of business, nor shall he accept a guarantee, security or promise for such sums as may be owed to the Partnership from time to time, nor shall accept any compromise or part-payment of any such sums that may be owed to the Partnership from time to time;

13.2.4 assign, mortgage, or charge his share in the firm or any part thereof;

13.2.5 open any bank account or borrow any money in the name of or for the Firm.

14 Management and Decisions

14.1 Save as may be specifically provided otherwise in this agreement, all Firm decisions shall be made by the Management Committee.

14.2 The above clause is subject to the following exceptions where the unanimous decision of all of the Partners will be required:

14.2.1 the admission of new Partners to the Firm;

14.2.2 the alteration of the Partners' shares in profits and losses of the Firm;

14.2.3 any amendment of this agreement.

14.3 The expulsion of any Partner will require the unanimous decision of the remaining Partners.

14.4 shall be the Managing Partner of the Firm, for a period of years from the date of this agreement, and thereafter the Management Committee shall appoint a Managing Partner. Unless otherwise decided by the Management Committee, the Managing Partner shall not be entitled to any additional remuneration or share of profits by virtue of his being Managing Partner. The day-to-day business affairs of the partnership shall be directed by the Managing Partner whose duties shall include:

14.4.1 execution of the Firm's policies;

14.4.2 the hiring and firing of employees, where practicable;

14.4.3 direction and control of the training and work of the staff;

14.4.4 supervision of the Firm's records and control of the office supplies;

14.4.5 supervision of the furnishing and maintenance of the office;

14.4.6 supervision of Firm expenditure and collections;

14.4.7 arranging Partner and office meetings;

14.4.8 compilation and dissemination to Partners of a record of decisions made at meetings of the Partners; and

14.4.9 such other duties as the Partners shall delegate him from time to time.

14.5 Meetings of the Partners may be called by any Partner but, to the extent possible, will be convened upon request to and notice by the Managing Partner.

14.6 Notice of the meetings of the Partners shall be given to each Partner, who is capable of attending a meeting, as far in advance of the meeting as circumstances reasonably permit.

14.7 A quorum shall be Partners.

15 Life Assurance

Each Partner may effect such insurance arrangements on his life or otherwise as may appear to him expedient from time to time.

16 Goodwill

The goodwill of the Firm shall be deemed to be of nil value and the share of an outgoing Partner in the goodwill, if any, of the Firm shall automatically accrue to the continuing Partners and no outgoing partner or his estate shall have any claim in respect thereof.

17 Expenses

A Partner is entitled to be reimbursed for reasonable expenses incurred provided same are vouched to the satisfaction of the Partners.

18 Voluntary Retirement

Any Partner may retire from the Firm by giving the remaining Partners not less then notice in writing of his retirement expiring on an Account Date. This clause is subject to a Partner having been a Partner for at least .

19 Involuntary Retirement

A Partner shall be deemed to be retired from the Firm:

19.1.1 On the Accounts Date next following his birthday;

19.1.2 On the expiry of not less than months notice in writing expiring on the day requiring him to retire given to him by all the other Partners at a time when in the opinion of the other Partners by reason of illness, injury or other cause he is unable to perform his duties as a Partner and has been unable throughout the period calendar months immediately preceding the service of the notice or for more than months during a period of months immediately preceding such service unless before the expiry of such notice he resumes his Firm duties to the reasonable satisfaction of the other Partners;

19.1.3 On the service upon him of notice in writing requiring him to retire given by all the other Partners at any time after he has become or has been found to be of unsound mind.

20 Expulsion

20.1 The Partners may at any time expel any Partner from the firm if that Partner (hereinafter known as the "Offending Partner"):

20.1.1 has been found guilty of professional misconduct provided none of the other Partners participated or acquiesced in the professional misconduct or other circumstances which provided the basis for such action;

20.1.2 persists in pursuing a course of action which in the opinion of the other Partners seriously injures the Image and standing of the Firm after being requested by the other Partners to desist;

20.1.3 becomes insolvent, makes an assignment or arrangement for the benefit of creditors, is declared bankrupt, or his assets are administered in any type of creditors' proceedings;

20.1.4 breaches this agreement in such manner that all other Partners believe at their sole discretion that the offending Partner should be expelled from the Firm.

20.2 Any such expulsion shall be effected in writing to the offending Partner signed by all the Partners other than the offending Partner stating the reasons for such expulsion. The expulsion shall take effect after service of the notice.

21 Former Partners

21.1 Every Former Partner shall be entitled, to the extent that any of the following has not been previously paid to him, and subject to the following provisions to-

21.1.1 repayment of his contributions (if any ) to the capital of and any loans to the Partnership;

21.1.2 payment of any amount standing to the credit of his current account on the Cessation Date; and

21.1.3 payment of his share of the Profit for that part of the Partnership Year current at the Cessation Date which ended on the Cessation Date or for any previous Partnership Year which has not been credited to his current account on the Cessation Date.

21.2 The aggregate of the sums payable to a Former Partner under clause 21 above shall be paid in equal instalments, of which the first shall be made after the termination date and the others at intervals until payment is made in full the amount outstanding shall carry interest at a rate of per cent per annum above the base rate of from time to time until payment is made in full, and such interest shall be paid together with each instalments.

21.3 The sums payable to a Former Partner under clause 21.1.1 shall be paid subject to deduction of such provisions as the Management Committee may consider appropriate for any tax assessed or assessable on the Partnership in respect of his share of the Profit, but upon any part of that provision proving excessive that Former Partner shall forthwith be paid any additional amount which would have been paid to him under this agreement had the correct provision been known at the termination date.

21.4 Title to Firm Assets

21.4.1 Title to the interest of the withdrawn Partner shall vest in the purchasing Partners as of the effective date of the purchase.

21.4.2 Nothing herein contained shall be construed to prevent the purchasing Partners from selling a withdrawn Partner's interest to a new Partner. Such a sale will not relieve the purchasing Partners of their joint and several personal obligations under Clause 21.5.

21.5 All firm records and files shall be deemed firm assets and shall remain with the firm. The withdrawing Partner will be entitled to files and records relating to his personal matters.

21.6 A withdrawing Partner, or his authorised representative, shall have the right to examine the books and records of the Partnership, for a period of 6 months after the effective date of his withdrawal, and until he shall be paid in full, for the purpose of verifying the amount he is to receive for his interest in the Partnership under this Clause.

21.7 All sums payable by the Partnership to a deceased Partner, and all unpaid payable by the Partnership to a withdrawing Partner who dies, shall be paid to the widow or widower of such partner. If such widow or widower dies on or before the end of the calendar year in which the Partner dies, all remaining sums payable by the Partnership after the end of the said calendar year shall be paid in equally divided portions to the natural or adopted children of the said Partner surviving at the time of each payment. Any Partner may, however, designate any person or trustee to be the successor-in-interest to his interest upon his death by submitting a written designation thereof to the Managing Partner. This designation will be kept with the office copy of this Agreement.

21.8 "Accounts receivable", as used herein, shall include unbilled as well as billed services and outlay as shown by Firm records.

21.9 Notwithstanding any provision contained in this Clause the percentage of the accounts receivable of the Partnership, to be multiplied by his last agreed participation percentage, for a Partner who retires, dies, becomes incapacitated, withdraws or is expelled shall not exceed;

21.9.1 5% in his first six months as Partner;

21.9.2 10% in his second six months;

21.9.3 20% during his second year;

21.9.4 40% during his third year;

21.9.5 60% during his fourth year.

21.9.6 During the fifth and subsequent years as a Partner, the percentage applicable to all Partners shall apply.

22 Restriction on Activities

22.1 Each Partner undertakes with the other Partners and (as a separate undertaking) with each of them that:

22.1.1 solicit, or endeavour to solicit, any business similar to the Partnership Business from any person who has, at any time during the period of ending on that date, been a client or customer of the Partnership; or

22.1.2 induce, or endeavour to induce, any person to leave the employment of the Partnership or any Partner to retire from the Partnership; and

22.1.3 he shall not, at any time after the date on which he ceases to be a Partner, carry on business similar to or in competition with the Partnership Business under any name or style that is or may be confusingly or deceptively similar to the name of the Partnership or to any other name or style which the Partnership Business has been carried or which has been used in connection with the Partnership Business on or before that date; and

22.1.4 he shall not, at any time within years/months work for any other person, firm, or company or be in any way engaged in the business for a period of and within a radius of miles of the Firms business from the date he ceases to be a Partner. The outgoing Partner also covenants that he will not on his own behalf or on behalf of any other person, firm or company canvass, solicit, or endeavour to entice away from the firm any person, firm or company who at any time during the last two years whilst he was a Partner has been a client of the Firm.

23 Notices

Any notice required to be given under this Agreement shall be deemed to be served if same is delivered personally to the person or sent by registered post to his usual or last known address or in the case of a Partner left for him at the office of the Firm.

24 Nature of Agreement

24.1 Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.

24.2 This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

24.3 Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

24.4 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

24.5 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

25 Arbitration and Disputes

25.1 Any dispute, difference or disagreement between the Partners or their personal representatives as to any matter affecting or relating to the business of the Firm shall be referred, if not settled amicably, to a person as agreed by the relevant number of Partners as set out below. If no agreement is reached, the matter will then be referred to an arbitrator nominated by the President for the time being of the .

25.2 For the purpose of Clause 25.1 the relevant number of Partners shall be:

25.2.1 Where the number of Partners is three or less, all of the Partners;

25.2.2 Where the number of Partners is four or more, such number as equal three-quarters of the number of Partners. If this number is not a whole number, them whatever number is nearest to but not less than three-quarters of the number of Partners will be sufficient.

26 Applicable Law and Jurisdiction

26.1 English law shall apply to the whole of this Agreement.

26.2 The parties hereby agree to the non-exclusive jurisdiction of the English Courts.

IN WITNESS whereof the parties hereto have hereunto signed their names the day and year first herein written.

Signed by

In the presence of: -

Signed by

In the presence of: -

Signed by

In the presence of: -

First Schedule

Names and addresses of the Partners
Profit Share
Monthly Drawing

Second Schedule

Partners' Name
Initial Capital £

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