The Partnership Deed is a crucial legal document used when establishing a formal business partnership in the United Arab Emirates. It serves as the primary governing document for partnerships formed under UAE Commercial Companies Law (Federal Law No. 2 of 2015) and related regulations. This document is essential when two or more parties wish to enter into a business partnership, whether for professional services, trading, or other commercial activities. The Partnership Deed encompasses critical elements such as capital contributions, profit-sharing ratios, management structure, partner obligations, and dissolution procedures. It must comply with both federal UAE legislation and specific emirate-level requirements where the partnership operates. The document provides legal protection for all partners and establishes clear guidelines for business operations, dispute resolution, and partnership evolution.
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1. Parties: Details of all partners entering into the partnership, including full legal names, addresses, and nationality
2. Background: Context of the partnership formation, including the business purpose and partners' intention to work together
3. Definitions: Definitions of key terms used throughout the deed
4. Partnership Name and Business: Official name of the partnership and detailed description of its business activities
5. Commencement and Duration: Start date of the partnership and whether it's for a fixed term or perpetual
6. Capital Contribution: Details of initial and any agreed future capital contributions from each partner
7. Partnership Property: Description of partnership assets and property ownership arrangement
8. Profit and Loss Sharing: Formula and mechanism for distributing profits and losses among partners
9. Management and Decision Making: Management structure, voting rights, and decision-making processes
10. Banking and Financial Matters: Banking arrangements, accounting practices, and financial management procedures
11. Partners' Duties and Obligations: Specific responsibilities and obligations of each partner
12. Restrictions on Partners: Non-compete and other restrictive covenants applicable to partners
13. Addition and Retirement of Partners: Procedures for admitting new partners and handling partner retirement
14. Death or Incapacity: Procedures in case of death or incapacity of a partner
15. Termination and Dissolution: Circumstances and procedures for partnership termination and asset distribution
16. Dispute Resolution: Procedures for resolving disputes between partners
17. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant jurisdiction
18. Notices: Process for serving formal notices between partners
19. General Provisions: Miscellaneous legal provisions including severability and entire agreement
1. Intellectual Property Rights: Provisions regarding ownership and use of intellectual property, necessary when the partnership involves significant IP assets
2. Employee Matters: Provisions regarding employment policies and staff management, relevant for larger partnerships with employees
3. Insurance: Requirements for business insurance coverage, important for high-risk business activities
4. Environmental Compliance: Environmental obligations and compliance requirements, necessary for partnerships in industries with environmental impact
5. Special Profit Sharing Arrangements: Complex or special profit sharing mechanisms, needed when standard profit sharing is insufficient
6. International Operations: Provisions for international business activities, relevant for partnerships operating across borders
7. Shariah Compliance: Specific provisions ensuring compliance with Shariah law, if required by the partners
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's capital contributions, including valuations of non-cash assets
2. Schedule 2 - Profit Sharing Ratios: Detailed formula and calculations for profit and loss distribution
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives of the partnership
4. Schedule 4 - Property Schedule: Detailed list and description of partnership properties and assets
5. Schedule 5 - Management Responsibilities: Detailed allocation of management duties and responsibilities
6. Appendix A - Required Licenses: List of required business licenses and permits
7. Appendix B - Partner Information: Detailed information about each partner including contact details and representatives
Authors
Relevant legal definitions
Clauses
Relevant Industries
Real Estate Development
Trading and Import/Export
Professional Services
Manufacturing
Technology and Software
Healthcare
Retail and Consumer Goods
Construction and Engineering
Financial Services
Hospitality and Tourism
Logistics and Transportation
Education
Media and Entertainment
Food and Beverage
Consulting Services
Relevant Teams
Legal
Corporate Affairs
Finance
Compliance
Risk Management
Business Development
Operations
Administrative
Company Secretariat
Investment
Strategy
Corporate Governance
Relevant Roles
Business Owner
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Company Secretary
Finance Director
Managing Director
Compliance Officer
Risk Manager
Investment Manager
Operations Director
Partnership Administrator
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