(1) The modification or supplement of the partnership agreement must be unanimously agreed by all partners; However, unless otherwise agreed in the partnership agreement.
(2) Unless otherwise agreed in the partnership agreement, when a partner transfers all or part of his share of property in the partnership enterprise to a person other than the partner, it must be unanimously agreed by the other partners.
(3) Where a partner transfers his share of property in the partnership to a person other than the partner, other partners have the preemptive right under the same conditions; However, unless otherwise agreed in the partnership agreement.
(4) Unless otherwise agreed in the partnership agreement, the following matters of the partnership enterprise shall be unanimously agreed by all partners: changing the name of the partnership enterprise; Change the business scope and the location of the main business premises of the partnership; Dispose of the real estate of the partnership; Transfer or dispose of the intellectual property rights and other property rights of the partnership; Providing guarantee for others in the name of partnership; Appoint a person other than a partner as the manager of the partnership.
(5) Unless otherwise agreed in the partnership agreement or unanimously agreed by all partners, partners may not conduct transactions with the partnership enterprise.
(6) Unless otherwise agreed in the partnership agreement, the new partner shall be unanimously agreed by all the partners, and a written partnership agreement shall be concluded according to law.
(7) The new partner enjoys the same rights and assumes the same responsibilities as the original partner in the partnership enterprise. If there are other provisions in the occupation agreement, such provisions shall prevail.
(8) A limited partnership enterprise shall not distribute all its profits to some partners; However, unless otherwise agreed in the partnership agreement.
(9) Limited partners may conduct transactions with this limited partnership; However, unless otherwise agreed in the partnership agreement.
(10) A limited partner may engage in business competing with this limited partnership by himself or in cooperation with others; However, unless otherwise agreed in the partnership agreement.
(1 1) A limited partner may pledge his share of property in a limited partnership; However, unless otherwise agreed in the partnership agreement.
(12) Unless otherwise agreed in the partnership agreement, the change of a general partner into a limited partner or a limited partner into a general partner shall be unanimously agreed by all partners.
The partnership agreement shall include the following ten items:
(1) The name of the partnership and the location of its main business place. When determining the name of an enterprise in the partnership agreement, one must comply with the legal provisions, and the other must pay attention to the words "general partnership" in its name. Principal place of business-usually the registered place of the enterprise.
(2) The purpose and scope of the partnership. Name and domicile of the partner. The name of the partner is the real name of the natural person partner, the name is the name of the organization used by the partners of other organizations of the legal person, and the domicile is the legal address of each partner.
(3) the name and domicile of the partner.
(4) The mode, amount and duration of capital contribution of the partners. Because the law allows partners to contribute capital to the enterprise in cash, in kind, intellectual property, land use rights, labor services and other assets and methods, different partners can adopt different ways of contribution, and the agreement should stipulate the ways of contribution of different partners respectively. Clarify the amount and amount of capital contribution made by each partner to the partnership and the specific time limit for each partner to pay capital contribution to the partnership. Where the partners make contributions to the partnership by installments, the specific time of each installment shall be indicated.
(5) Profit distribution and loss sharing. The principle, specific proportion and amount of loss sharing stipulated in the partnership agreement are of great significance to the responsibility sharing of partners.
(six) the implementation of partnership affairs.
(7) Join and quit.
(8) Dispute settlement. According to the law, such disputes can be tried by the people's court in accordance with the prescribed procedures, can also be arbitrated by the arbitration organ according to law, and the partners can also settle them through consultation. If the partnership agreement stipulates the dispute settlement method, it shall stipulate how the parties negotiate or mediate in case of dispute; At the same time, it should be stipulated that if negotiation or mediation fails, it shall be settled through litigation or arbitration.
(9) dissolution and liquidation of the partnership enterprise. The partnership agreement stipulates that the reasons for the dissolution of an enterprise should be agreed first. The second is to stipulate the liquidation of creditor's rights and debts after the dissolution or bankruptcy of the partnership.
(10) Liability for breach of contract. Liability for breach of contract refers to the legal consequences that each partner should bear if he fails to perform relevant obligations as agreed in the partnership agreement during the establishment and operation of the enterprise.
Mandatory clauses that cannot be agreed in the partnership agreement, including (but not limited to): (1) The pledge of the general partner's share of property must be unanimously agreed by other partners; (2) The general partner shall not engage in business that competes with the enterprise; (3) The partnership agreement of a general partnership enterprise shall not stipulate that all profits shall be distributed to some partners or all losses shall be borne by some partners; (4) The recall of the general partner must be unanimously agreed by other partners; (5) If the general partner dies and the heir is a person without or with limited capacity for civil conduct, he may become a limited partner according to law with the unanimous consent of all partners; (6) When the partnership enterprise is dissolved, if more than one partner is appointed or a third person is entrusted as the liquidator, it shall be agreed by more than half of all the partners. (7) A limited partner may not contribute capital or carry out partnership affairs with labor services.
The partnership agreement should specify which articles are prohibited from copying articles. Go back to the current column and browse more related articles! Add this website to your favorites for future access. The partnership agreement shall specify the following items: (1) the name of the partnership enterprise and the location of its main business place; (2) the purpose of the partnership and the business scope of the partnership enterprise; (3) the name and domicile of the partner; (4) The mode, amount and time limit of capital contribution of the partners; (5) Measures for profit distribution and loss sharing; (six) the implementation of partnership affairs; (7) Joining and quitting the partnership; (8) dissolution and liquidation of the partnership enterprise. (9) Liability for breach of contract. The partnership agreement may stipulate the term of operation of the partnership enterprise and the dispute settlement method between the partners. The partnership agreement shall come into effect after being signed and sealed by all partners. Partners shall enjoy rights and assume responsibilities in accordance with the partnership agreement. The partnership agreement may be amended or supplemented with the unanimous consent of all partners.
According to China's Partnership Enterprise Law, what should be stated in the partnership agreement? According to China's "Partnership Enterprise Law", the contents that should be stated in the partnership agreement include: joining and quitting the partnership, the purpose of the partnership, and the liability for breach of contract.
What are the main provisions of general partnership agreement in economic law? 1. The name of the partnership and the location of its main business place. 2. The purpose, scope and duration of the partnership. 3. Name and address of the partner. 4. The mode, amount and payment period of capital contribution of partners. 5. Profit distribution and loss sharing. 6. Carry out partnership affairs. 7. Dispute settlement. 8. Dissolution and liquidation of the partnership. 9. Liability for breach of contract.
What are the precautions that need special agreement? Problems needing special attention 1. Strictly prevent the relocation house sales of "one room for several sales" from being registered in advance, leaving loopholes for the seller's "one room for several sales". Once the house price rises and the default cost is too low, the seller is very likely to sell the house to others. In the case that the house sales contract is valid, the legal effect of property right change can only be produced if the delivery or registration procedures are handled. The commercial housing sales contract signed by the seller for many times is valid without violating the prohibitive provisions of the law. Be sure to pay attention when buying. 2. Need to agree on the time of property transfer and delivery. When signing the relocation house sales agreement, the seller failed to obtain the house ownership certificate and could not handle the transfer formalities. Therefore, it is necessary to agree on the time of property transfer. In practice, although it is impossible to guarantee when to obtain the real estate license, it is necessary to clarify the transfer procedures of house ownership from the date of obtaining the real estate license. When signing the agreement for the sale of relocated houses, it is necessary to determine the specific delivery time. If the existing house is signed at the time of signing the contract, the down payment date may be agreed as the delivery time. 3. There are many risks in buying and selling houses without real estate license, so it is very important to standardize the liability for breach of contract. However, if the breaching party is required to bear the liability for breach of contract, it will need to pay court costs, attorney fees, time and other costs. If there is a final payment (large final payment) for buying a house, the seller thinks that the default income is less than the final payment, and the buyer's default probability will be greatly reduced. Of course, how to keep the money and sign the sale agreement smoothly requires high negotiation skills of real estate agents or buyers. 4. Require the signature of the seller's spouse. In practice, relocated houses generally belong to the property acquired by husband and wife during the marriage relationship. According to the relevant provisions of the Marriage Law, the property should belong to the joint property of husband and wife, and one party should obtain the consent of the other party, otherwise there may be two legal consequences: first, the rising house price and the spouse's excuse of not agreeing to sell the house may have invalid legal consequences; Second, if the seller's husband and wife divorce before the transfer, it involves the division of property with * * * *. The above two situations can be basically prevented as long as the seller's spouse signs and supplemented with necessary clauses. 5. Try to ask the first heir of the seller to sign, because there is some uncertainty in obtaining the property right certificate of the relocated house. Before obtaining the real estate license, if anything happens to the seller, the relocated house may be divided as an inheritance. Therefore, the agreement on the sale of relocated houses should be signed by the first heir of the seller as far as possible to show the approval of the seller's sale and the abandonment of inheritance rights. Generally speaking, sequential heirs include spouses, parents and children. In practice, when asking the seller's first heir to sign, we must pay attention to the way and skills of speaking to avoid unpleasantness.
When a partner makes a resolution to revoke the qualification to sign a contract on behalf of the enterprise, it shall obtain the unanimous consent of its partners in the absence of any agreement in the partnership agreement.
The amount of capital contribution agreed by both parties in the partnership agreement shall be judged by the judge? Cooperation agreement 2
Party A: ID card:
Party B: ID card:
Party C: ID card:
Party A, Party B and Party C have reached the following partnership agreement through full consultation:
First, the principle of cooperation.
Based on the principle of * * * sharing risks and benefits, the three parties jointly invest, operate and develop * * * to ensure the steady development of their respective companies.
Second, the term of cooperation.
The initial agreed cooperation period is 10 year. From 2009 to 20 years.
Three. Investment requirements and scale
It is preliminarily agreed that the total capital contribution of the company is RMB 1 10,000 yuan. Among them, Party A contributed RMB 1 ten thousand yuan, accounting for% of the contribution ratio; Party B contributes RMB 1 10,000 Yuan, accounting for%; Party C contributes RMB 1 10,000 Yuan; Accounting for% of the capital contribution.
Four. Capital contribution requirement
This agreement will take effect after signing. All investors must pay the capital contribution agreed in this agreement within 7 days from the date of signing this agreement. If the capital contribution is not paid within the time limit, one thousandth of the daily penalty shall be borne according to the estimated number of days.
Verb (abbreviation of verb) Profit distribution and risk taking.
After the end of each calendar year, financial statements shall be prepared, and profits and losses shall be allocated and borne according to the profit and loss situation and the proportion of capital contribution of each partner.
If there is profit, the profit distribution shall be completed before 65438+1October 3 1 in the following year. Those who share the profits can take the profits away, or they can keep part or all of the profits in the company as reinvestment. After accepting the profit, the company shall pay the interest not lower than the bank loan interest rate for the same period, or pay the interest at the agreed interest rate.
If there is any loss, share the loss in proportion to the investment. Losses can be handled in accordance with the principles agreed by the company and made up with future profits; It is also possible for each partner to make additional capital contribution according to the proportion of capital contribution to make up for the loss.
6. Withdrawal or transfer of capital contribution
After this agreement comes into effect, the partners may not withdraw. If it is necessary to withdraw from the partnership under special circumstances, the consent of other partners shall be obtained. If someone needs to transfer the capital contribution halfway, they should first transfer the capital contribution among the partners. When other partners do not purchase the transferor's capital contribution, they may transfer their capital contribution to others other than the partners.
VII. Agreed principles on major issues
In the course of operation, the company shall handle normal operation according to the agreed management measures. If there are circumstances other than normal operation or other business changes or changes in business strategy and direction, a meeting of all partners shall be held before implementation.
Eight. Termination or rescission of contract
This contract shall be dissolved naturally after its expiration.
During the performance of this contract, in case of major changes in national policies, natural disasters, wars, etc. As a result, this contract cannot be performed, and this contract is terminated, and neither party shall be liable for breach of contract.
Nine. responsibility for breach of contract
If either party fails to make full capital contribution on time, it shall be deemed as breach of contract and shall be liable for breach of contract. In addition to bearing the interest agreed in Article 4 of this Agreement, it shall also compensate for the operating losses caused by the failure to make full and timely investment.
In the normal business process, if someone illegally occupies the partnership funds, it will be regarded as a breach of contract, and compensation will be made according to the profits that the sub-fund can earn in the normal business of the company.
X. Matters not covered shall be settled through consultation.
Party A:
Party B:
Party C: