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Sleeping Partner Partnership Deed for India

Sleeping Partner Partnership Deed Template for India

A Sleeping Partner Partnership Deed is a legal document governed by Indian law that establishes and regulates a partnership arrangement where one or more partners (sleeping partners) contribute capital but do not participate in the daily management of the business. The document is structured under the Indian Partnership Act, 1932, and defines the rights, obligations, and limitations of both active and sleeping partners, including capital contribution, profit-sharing arrangements, management restrictions, and exit provisions. It provides legal protection for sleeping partners while ensuring clear operational autonomy for active partners.

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Sleeping Partner Partnership Deed

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What is a Sleeping Partner Partnership Deed?

The Sleeping Partner Partnership Deed is essential for businesses in India seeking to formalize arrangements where certain partners contribute capital but remain uninvolved in day-to-day operations. This document type is particularly relevant when establishing partnerships under the Indian Partnership Act, 1932, where investors wish to limit their involvement to financial investment while protecting their interests. The deed carefully delineates the roles, rights, and responsibilities of both active and sleeping partners, covering crucial aspects such as capital contribution, profit sharing, management restrictions, and liability limitations. It's commonly used in family businesses, professional services firms, and various commercial ventures where passive investment is desired. The document must comply with Indian partnership law requirements while providing adequate protection for both active and sleeping partners' interests.

What sections should be included in a Sleeping Partner Partnership Deed?

1. Parties: Details of all partners including the sleeping partner(s) and active partner(s), with their complete names, addresses, and status

2. Background: Context of the partnership formation, including business purpose and relationship between partners

3. Definitions: Key terms used in the deed including 'Sleeping Partner', 'Active Partner', 'Business', 'Capital Contribution'

4. Partnership Terms: Duration of partnership, business name, principal place of business

5. Capital Contribution: Details of initial capital contribution by each partner, including the sleeping partner's investment

6. Profit and Loss Sharing: Ratio and method of distributing profits and losses among partners

7. Rights and Duties of Active Partners: Management rights and responsibilities of active partners in daily operations

8. Rights and Limitations of Sleeping Partner: Clear outline of sleeping partner's rights and explicit limitations on involvement in management

9. Banking and Financial Arrangements: Details of bank accounts, signing authorities, and financial management protocols

10. Accounts and Audit: Procedures for maintaining accounts, audit requirements, and access to financial information

11. Restrictions on Partners: Non-compete and confidentiality obligations

12. Dissolution and Termination: Circumstances and procedures for partnership dissolution

13. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction

14. Dispute Resolution: Process for resolving disputes between partners

What sections are optional to include in a Sleeping Partner Partnership Deed?

1. Death and Incapacity: Optional section dealing with succession planning, used when partners want specific arrangements for death or incapacity

2. Insurance: Details of mandatory insurance coverage, included when specific insurance requirements are agreed upon

3. Intellectual Property Rights: Include when the business involves significant IP assets or potential IP creation

4. Additional Capital Contribution: Procedures for future capital calls, included when partners anticipate need for additional investment

5. Exit Mechanisms: Detailed procedures for partner exit, including valuation methods, used when partners want specific exit options

6. Tag-Along and Drag-Along Rights: Include when partners want specific rights regarding sale of partnership interests

7. Anti-Dilution Provisions: Include when protecting sleeping partner's ownership percentage is crucial

What schedules should be included in a Sleeping Partner Partnership Deed?

1. Schedule A - Capital Contributions: Detailed breakdown of initial capital contributions by each partner

2. Schedule B - Profit Sharing Ratio: Detailed calculation method and examples of profit distribution

3. Schedule C - Business Plan: Overview of business objectives, strategy, and operational plan

4. Schedule D - Assets Register: List of assets contributed to or owned by the partnership

5. Appendix 1 - Bank Account Details: Partnership bank account information and signing authorities

6. Appendix 2 - Compliance Requirements: List of regulatory and statutory compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions






























Clauses






























Relevant Industries

Retail

Manufacturing

Real Estate

Technology

Hospitality

Professional Services

Trading

E-commerce

Construction

Healthcare

Education

Agriculture

Food and Beverage

Logistics

Relevant Teams

Legal

Finance

Corporate Secretarial

Investment

Business Development

Compliance

Risk Management

Corporate Affairs

Relevant Roles

Business Owner

Managing Partner

Investor

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Business Development Manager

Investment Manager

Finance Director

Managing Director

Entrepreneur

Private Equity Manager

Venture Capitalist

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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