1:First of all, we need to formulate the rules of the game; this is the most critical, even if it is a best friend or sibling. Because the partnership is the most afraid of: did not formulate the rules of the game in advance, the company opened, we all day for the distribution of benefits and obligations to tug of war, and do not want to do what should be done on the development of the business of the positive things, or to start a different heart to start a new stove. The crisis faced by the company can be imagined.
2:Because some people pay money and did not participate in the operation, people participate in the operation and the money may be less, in order to have a person in the financial independent accounts, so that the money in and out of the clear to avoid future disputes.
3: how much capital may be based on the total capital requirements (at least 3-6 months of reserves if you have enough capital) and the distribution of your interests/resources in the hands of each person (such as some people may have a lot of customers/someone has to have industry resources/someone has the core of the technology, etc.) may affect the distribution of interests and contributions.
4: monthly expenses such as basic office costs / rent / payment (payback period) / manpower costs (pay attention to the people involved in the operation of the monthly salary to receive how much to make it clear) marketing costs (print materials / catalog / exhibition costs budget, etc.) / travel / living expenses, etc., can be a specific calculation, but to leave more than 3-6 months of reserves. In principle, these costs are shared by each person and are included in the operating costs.
5: product offer to take into account these operating costs and profits
6: company registration: if the money is enough to consider the first registration, because it will avoid a lot of trouble, (Guangzhou, there is a specialized agency, without you out of a penny, they can help you get a full set of things, including 500,000 of the registered capital, but have to pay more than 10,000 commission). Of course, you can also play ball and start your business first, and then come back to register after some time is no problem.
Model Partnership Agreement:
Partners:____________
Name ________, gender ____, age ________, address ________________.
(Other partners fill in the order of the items listed above)
Article 1 Partnership Purpose
Article 2 Partnership Business Items and Scope
Article 3 Partnership Term
The term of the partnership shall be for a period of ________ years commencing on the day of ____ ________ and ending on the day of ________ ________ end.
Article IV Contribution Amount, Mode and Term
1. Partner ____________ (name) contributes RMB ____________ by ____________.
(The other partners are listed in the same order as above)
2. The capital contribution of each partner shall be paid in full by ________ on ____________, and those who are late or fail to pay in full shall pay bank interest on the unpaid amount and compensate for the loss caused.
3. The capital contribution of the partnership*** is ____________ yuan. During the period of partnership, each partner's contribution is *** property and cannot be divided at will. After the termination of the partnership, each partner's contribution is still owned by him/her, and shall be returned to him/her.
Article V Distribution of Surplus and Assumption of Debt
1. The distribution of surplus shall be based on ________ and shall be distributed proportionally.
2. Assumption of debts:Partnership debts shall first be repaid by the partnership property, and if the partnership property is insufficient to settle the debts, they shall be assumed proportionally on the basis of the ____________ of each partner.
Article VI admission, withdrawal, transfer of capital
1. admission: ① need to recognize the contract; ② need to be agreed by all partners; ③ implementation of the rights and obligations under the contract.
2. Withdrawal: ① need to have a justifiable reason to withdraw; ② shall not be withdrawn at the time of partnership disadvantage; ③ withdrawal to be informed of the other partners in advance ________ months and the consent of all partners; ④ withdrawal of the withdrawal of the state of the property at the time of withdrawal of the property settlement, regardless of the mode of contribution, the settlement of the money; ⑤ without the consent of the contractual partner to withdraw to the loss caused by the partnership, shall be compensated.
3. Transfer of capital: Partners are allowed to transfer their capital. In case of transfer, the partners have the right of priority. If the transfer is made to a third party other than the partners, the third party shall be treated as a member of the partnership; otherwise, the transferor shall be treated as a withdrawer from the partnership.
Article 7: Rights of the partner-in-charge and other partners
1. ____________ is the partner-in-charge of the partnership. Its authority is: ① to conduct foreign business, enter into contracts; ② daily management of the partnership business; ③ sale of partnership products (goods), purchase of common goods; ④ payment of partnership debts; ⑤ ____________.
2. The rights of other partners: ① to participate in the management of the partnership business; ② to listen to the report of the head of the partnership to carry out business; check the partnership books and operations; ④ **** with the decision on major partnership matters.
Article VIII Prohibited Actions
1. Without the consent of all the partners, it is prohibited for any partner to carry out business activities in the name of the partnership privately; if his/her business obtains benefits to the partnership, and if he/she causes any loss, he/she shall compensate for the loss in accordance with the actual loss.
2. It is prohibited for a partner to operate a business that competes with the partnership.
3. A partner is prohibited from joining another partnership.
4. A partner is prohibited from entering into a contract with the partnership.
5. If a partner violates the above articles, he/she shall be compensated according to the actual loss of the partnership. Those who are not dissuaded may be removed from the partnership by the decision of all the partners.
Article 9: Termination of Partnership and Matters after Termination
1. The partnership may be terminated due to one of the following reasons: ① expiration of the partnership period; ② termination of partnership by agreement of all the partners; ③ completion of the business of the partnership or inability to complete the business of the partnership; ④ revocation of the business of the partnership in violation of the law; ⑤ dissolution of the partnership by the judgment of the court based on the request of the parties concerned.
2. Matters after the termination of the partnership: ① immediately elected liquidator, and invite ____________ intermediary (or notary public) to participate in the liquidation; ② liquidation, if there is a surplus, the order of collection of claims, settlement of debts, the return of the capital contribution, and proportional distribution of surplus property. Fixed assets and indivisible, can be sold to the partners or a third party, the price to participate in the distribution; ③ after liquidation, if there is a loss, regardless of how much the partners contributed to the partnership **** with the property repayment, partnership property is not enough to pay off the part of the partners in accordance with the proportion of the contribution.
Article X Settlement of Disputes
Disputes among the partners shall be resolved through consultation and in the interest of the development of the partnership business. If the consultation fails, they may resort to the court. Article 11 This contract shall come into effect and start business from the date of its conclusion and approval by the administrative authorities for industry and commerce.
Article XII of this contract shall be supplemented or modified by the collective discussion of the partners if there are any outstanding issues. The contents of the supplement and modification shall have the same effect as this contract.
Article 13 Other Article 14 The original of this contract shall be in ____ duplicate, with one copy for each partner and one copy to be sent to ____ each for deposit.
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