Three-person partnership agreement
This agreement is entered into by _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. enterprise name: all partners are engaged in business in the name of _ _ _ _ _.
3. place of business: the main place of business of all partners is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
4. partnership term: the partnership begins when this agreement is signed and ends on _ _ _ _ _ _ _ _ _ _. It shall not be terminated in advance unless for the following reasons: (1) the expected purpose of this agreement is achieved in advance; (2) After the death, insanity and bankruptcy of one partner, other partners are unwilling to maintain the partnership; (3) All partners unanimously agree to terminate the contract in advance.
5. Business scope; All partners * * * are engaged in such business activities, and the business scope is subject to the contents approved by the Administration for Industry and Commerce and stated in the business license.
article 2 capital contribution
1. the total capital contribution of all partners is RMB _ _ _ _ _ _ _ _ (or 1% in total), and each partner has fulfilled his capital contribution obligations according to the types and quantities listed in the following table. Name of investor, type of investment, value (in RMB) and percentage of total investment. During the duration of the partnership, if it is necessary to recover the investment in order to expand the business scale, each partner shall recover the amount of investment according to the ratio listed in the above table
within _ _ _ _ _ _ days after receiving the notice. The above capital contribution is the property of the partner.
2. Partners shall not ask for other remuneration for their capital contribution except participating in the distribution of surplus.
3. The equity of a partner shall not be transferred to anyone other than the parties to this agreement.
4. when a partner quits the partnership, he/she shall return the capital contribution according to the property status at the time of quitting the partnership, the proportion of capital contribution specified in this agreement and whether the quitter has fulfilled the obligation to recover the investment. If it cannot be returned in kind, it shall be allowed to return cash at a discount.
5. when the quitter sells the returned property, the parties to this agreement have the priority to purchase it under the same conditions.
article 3 surplus distribution
1. surplus refers to the net profit after deducting the cost from the total operating income in each fiscal year and reserving the fund in advance according to _ _ _% of the total operating income.
2. _ _ _% of the net profit shall be distributed in proportion to the capital contribution. _ _ _ _ _% of the net profit shall be distributed according to the workload (the workload shall be stipulated in the internal work contract according to different types of work). _ _ _% of the net profit, as welfare expenses, is distributed equally according to the number of people.
3. all parties to this agreement have the right to participate in the distribution of earnings.
4. The earnings distribution plan together with the detailed account of operating income and expenditure for each fiscal year shall be published one month before the end of the fiscal year.
5. Partners may review the distribution plan and accounts after the distribution plan is announced and before it is implemented. Anyone who disagrees with the distribution plan shall be discussed and decided by the plenary meeting of partners.
Article 4 Management of partnership affairs
1. Partnership affairs shall be attended by all partners. If there is any dispute, it shall be decided by more than half of the leading opinions. Regardless of the amount of capital contribution, each partner has only one vote on partnership affairs.
2. All partners elect _ _ _ _ _ _ as the person in charge of the partnership, and the person in charge formulates the implementation plan according to the majority opinion, and is in charge of all affairs in the implementation process; The person in charge of
may also propose a business plan, formulate a business plan and submit it to the meeting of all partners for discussion and approval.
3. Within the scope of partnership affairs, each partner (or head of the partnership) can conduct business on behalf of all partners, and all partners are responsible for the activities of each partner (or head of the partnership) within the scope of business.
4. Partners should be as cautious in dealing with partnership affairs as they are in dealing with their own affairs.
5. The labor remuneration of partners in handling partnership affairs shall be stipulated in the internal work contract, and partners shall not ask for kickbacks from the business entity in any form.
6. Partners have the right to consult the account books from _ _ _ _ to _ _ _ every month, and the partner in charge of accounting shall not refuse.
article 5 sharing of partnership debts
1. the partners shall group the partnership debts according to the surplus distribution ratio (or capital contribution ratio) specified in paragraph 2 of article 3 of this agreement, and the partners shall, within _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. The new partner shall pay off the debts of the partnership before he joined the partnership according to the approved proportion of capital contribution and surplus distribution (or not); The quitter shall bear the obligation to pay off the existing partnership debts when he quits the partnership, whether due or not.
article 6 admission and withdrawal
1. the acceptance of new partners shall be unanimously agreed by the parties to this agreement.
2. Partners shall not declare their withdrawal during the existence of this agreement, except for the following circumstances: (1) the reasons for early termination listed in Paragraph 4 of Article 1 of this agreement; (2) The partnership has suffered losses for _ _ _ _ months continuously; (3) More than half of the partners cast a vote of no confidence in the partnership. Or use the following provisions:
A partner may declare his withdrawal from the partnership, but one month before his withdrawal, he shall convey his intention to withdraw from the partnership to other partners in writing.
3. liquidation shall be conducted in accordance with article 7 of this agreement when quitting the partnership.
Article 7 Termination of Partnership
1. No matter why the partnership is terminated, the balance sheet shall be announced to all partners immediately.
2. The liquidation procedures at the time of termination are as follows: (1) Pay off the partnership debts; (2) settlement of unpaid wages; (3) Return the capital contribution; (4) Distribution of surplus.
article 8 others
1. the partnership fiscal year begins on _ _ _ _ _ _ _ every year and ends on _ _ _ _ _ _ of the same year.
2. The detailed accounts owned by the partnership should fully show the partnership's operating conditions, capital turnover and tax payment.
3. At the end of the year, the person in charge of the partnership shall deliver a copy of the annual balance sheet and business report to each partner. If the partner does not raise written or oral objection to the person in charge of the partnership within one month after receiving the above copy, it is presumed that he has no objection to the business situation of the year.
4. The partners shall list the bank accounts in the name of the firm, and the bank check and promissory note shall be signed by the person in charge of the partnership and the partner in charge of accounting. Signature of the parties to this agreement:
Date of signing: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Extended information:
Rights and obligations
① Partnership property is not owned by individual partners, but owned by all partners. Therefore, the handling of partnership affairs should be decided by the partners. During the duration of the partnership, the partners have no right to dispose of their own share of the partnership property. However, a partner's rights in a partnership can also be transferred to others with the consent of other partners.
② for the partnership debt, the partnership assets shall be used to repay it first. When the partnership assets are insufficient to pay off, the insufficient part will be paid off with other partners' property. When paying off with other partners' property, each partner shall share it in proportion to their share of capital contribution.
③ The partners are jointly and severally liable for the partnership debts.
④ partners can withdraw from the partnership for just reasons. If other partners think that immediate withdrawal is unfavorable to the partnership, they may also ask the partner who proposed to withdraw from the partnership to postpone the withdrawal. Otherwise, the partner who quits the partnership should be responsible for the losses caused by it.
The General Principles of the Civil Law of the People's Republic of China mainly stipulates that a partnership contract shall be signed in writing; Partners shall be liable for the debts of the partnership with their own property according to the proportion of capital contribution or the agreement, and shall be jointly and severally liable, except as otherwise provided by law. A partner who repays the partnership debt in excess of his own share shall have the right to recover from other partners.
Reference: Partnership Contract _ Baidu Encyclopedia