Matters Requiring Consent Of Partners Law Company Business Partnership Essay

Published Date: 02 Nov 2017

This AGREEMENT (the "Partnership Agreement") of THE NEXT BEST (the "Partnership"), is entered into and shall be effective as of 24 February 2013 by and among Ahmed Hameed, Redrose, Gdh.Thinadhoo, Maldives, A203187 ("Hameed") and Mohamed Adam, Raiasurumaage, M.Kolhufushi, Maldives, A332442 ("Adam") (collectively with any other person who becomes a party to this agreement, the "Partners") pursuant to the provisions of the Act.

RECITALS

Effective as of 24 February 2013, Hameed and Adam have agreed to create and become the partners (the "Partners") of a partnership to be known as THE NEXT BEST (the "Partnership") in the State; and

Hameed and Adam have determined to register the Partnership as THE NEXT BEST ffective as of 24 February 2013.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants herein contained, the Partners hereby agree as follows:

ARTICLE 1

INTERPRETATION

Section

1.1

"Act" shall mean the Partnership Act 1961 Malaysia.

Section

1.2

"All of the Partners" shall mean all of the Partners at the time that the action is to be taken.

Section

1.3

"Consent" when applied to an action of the Partners shall mean consent expressed at a meeting of the Partners, in writing without a meeting, or by some Partners at a meeting and by some Partners in writing.

Section

1.4

"Managing Partner" means Ahmed Hameed, Redrose, Gdh.Thinadhoo

Section

1.5

"Partner" shall mean each individual executing this agreement as a Partner or subsequently admitted as a Partner.

Section

1.6

"Partnership" shall mean THE NEXT BEST.

Section

1.7

"Partnership Agreement" shall mean this partnership agreement of THE NEXT BEST.

ARTICLE 2

NAME, NATURE AND PLACE OF BUSINESS

Section 2.1 The activities and business of the Partnership shall be conducted under the name of "THE NEXT BEST" and is registered as a company under the Companies Act 165 (Act 125) of Malaysia.

Section 2.2 The Nature of the Partnership shall be to sell computers. The Partnership may also engage in any and every other kind or type of business, whether or not pertaining to the foregoing, upon which the Partners may at any time or from time to time agree.

Section 2.3 The principal place of business and chief executive office of the Partnership shall be in Male’, Republic of Maldives, but additional places of business may be located elsewhere.

Section 2.4 The mailing address of the Partnership shall be as follows: H.Lhoheege, Majeedhee Magu, 200307, Male’ Republic of Maldives.

ARTICLE 3

FORMATION, EFFECTIVENESS, TERM AND CAPITAL

Section 3.1 The Partners do hereby form a general partnership to be registered as THE NEXT BEST PVT LTD immediately upon the formation of the Partnership, all pursuant to the Act.

Section 3.2 The Partnership shall have the authority to do such things as are incidental, correct or necessary to the operation of the Business, and to the carrying out of the objects, purposes, authority and privileges herein granted with respect to the Business, as well as to exercise all those powers expressly conferred on partnerships organized under the Act, together with all other rights bestowed upon partnerships generally under the laws of Malaysia, all with respect to the Business.

Section 3.3 The Partners agree all provisions of the Partnership Agreement are considered effective from 24 February 2013.

Section 3.4 The term of the Partnership shall commence upon 24 February 2013 and shall continue in existence until terminated pursuant to this Partnership Agreement or by law.

Section 3.5 The capital of the partnership shall be contributed in cash by the partners as follows:

Ahmed Hameed will provide MRF 100,000 capital for the business.

A separate capital account shall be maintained for Ahmed Hameed.

Neither partner shall withdraw any part of the capital account.

ARTICLE 4

MANAGEMENT OF THE PARTNERSHIP

Section 4.1. The management of the day to day business of the Partnership shall be given to the Managing Partner. Except to the extent that this Partnership Agreement requires that an action is to be taken with the permission of the Partners, the Managing Partners shall have the right to make all decisions and take all actions necessary to conduct the business of the Partnership.

Section 4.2. Managing Partner is Ahmed Hameed.

Section 4.3. Although managing partner is Ahmed Hameed, both the partners have the authority to sign on behalf of the firm.

ARTICLE 5

MATTERS REQUIRING CONSENT OF PARTNERS

Section 5.1. The following actions may not be taken without the consent of all of the Partners:

Amendment of the Partnership Agreement;

Mergers with or into other partnerships, corporations, limited liability companies and other business entities; and

Admission of a new Partner;

Admission of a transferee as a Partner ; and

Purchase or sale of real estate;

Entering into or modifying the lease of the Partnership’s space; and

Establishment of new offices of the Partnership.

ARTICLE 6

OBLIGATION OF PARTNERS

Section 6.1 A partner is competent to contract if he is an adult, of sound mind and has not lost capacity to enter into contracts under any laws.

Section 6.2 In the absence of any clause of this partnership agreement, the provisions of the Act will be applicable to the partners.

Section 6.3 Every partner is an agent for the firm and other partner for the purpose of the business of partnership.

Section 6.4 Each partner is compelled to provide true accounts and full information on all things which may affect the partnership.

Section 6.5 Each partner who make use of the partnership property, name or business relation, or involve in any deal concerning the partnership, without the permission of other partner, must account to the firm for any secret profit or benefit derived by him.

Section 6.6 Each partner is compelled not to compete with the firm in business of selling computers without permission of the other partner. If a partner opens a competing business without the permission of other partner, he must account for and render all profits made by him to the firm.

ARTICLE 7

MUTUAL RIGHTS AND DUTIES OF PARTNERS

Section 7.1 Although, Hameed will provide the capital MRF100, 000 to the business, Hameed and Adam will share the profits and losses equally.

Section 7.2 Each partner who incurred personal liabilities or made any payment in the course of the firm’s business is entitled to be indemnified by the firm.

Section 7.3 If any partner made any advance for the function of the firm’s business further than the capital amount he contribute is entitled to 8% interest per annum from the date of the payment of the advance.

Section 7.4 No partner is entitled to interest on capital before ensuring of profits.

Section 7.5 Each partner may play a part in the management of the firm.

Section 7.6 No partner is at liberty to remuneration for performing in the partnership business.

Section 7.7 No partner is allowed to introduce another (new) partner without the approval of other existing partner.

Section 7.8 Mohamed Adam may decide any differences as to ordinary matters connected with the firm’s business but the changes in the nature of the firm’s business must be made with consent of Ahmed Hameed.

Section 7.9 The partnership books are to be kept at the place of partnership business or at the principal place only.

Section 7.10 No partner is allowed to assign his shares to other person.

Section 7.11 Both partners, Ahmed Hameed and Mohamed Adam will use their personal vehicles for the business.

ARTICLE 8

MEETINGS

Section 8.1. Regular meetings of the partners shall be held no less regularly than quarterly at such time and place decide by the Managing Partner. The first regular meeting of the partners each calendar year shall be the annual meeting of the Partners.

Section 8.2. Partners shall be given notice of the meeting, and the matters to be discussed at the meeting in writing (to the extent known) by electronic mail, or verbally, but, except in the case of the annual meeting of the Partners, no defect in notice shall cause the action taken at such a meeting to be invalid.

ARTICLE 9

INTERNAL AND EXTERNAL LIABILITIES

Section 9.1 Each partner is legally responsible together with other partner for all debts and obligations of the firm incurred while he is a partner; also after his death, his estate is also legally responsible in a due route of administration for such debts and obligations, so far as they remain displeased but subject to the prior payment of his separate debts.

Section 9.2 Due to any wrongful act or fault of any partner acting in the regular route of the firm or with the authority of his co-partners, loss or injury caused to any person other than a partner in the firm, or any penalty is incurred, the firm is liable therefore to the same extent as the partner so acting or omitting to act.

Section 9.3 If a partner being a trustee, improperly employs trust properly in the business or on the account of the partnership, no other partner is liable for the trust property to the persons beneficially interested therein:

This section shall not affect any liability incurred by any partner by reason of his having notice of a breach of trust; and

Nothing in this section will prevent trust money from being followed and recovered from the firm, if still in its possession of under its control.

Section 9.4 Everyone who, by words spoken or written or by conduct represents himself, or who knowingly suffers himself to be represented as a partner in a particular firm, is liable as a partner to anyone who has, on the faith of any such representation, given credit to the firm, whether the representation has or has not been made or communicated to the person so giving credit by or with the knowledge of the apparent partner making the representation or suffering it to be made:

After a partner’s death, the partnership business is continued in the old firm’s name, the continued use of that name or of the decreased partner’s name as part thereof shall not of itself make his executor’s or administrator’s estate or effects liable for any partnership debts contracted after his death.

The liability is based on the principle of estoppels. When a person makes a representation that induces third party to believe and rely on such representation that he is a partner, the person is estoppels from denying or contradicting the statement.

Section 9.5 Any partner who commits criminal offences shall be personally liable. Other partner shall not be liable unless there is evidence to prove their participation in the commission of the crime.

Section 9.6 Incoming and Outgoing (retiring) partners.

A partner will not be liable for anything done before he became a partner.

A partner who retires is still liable for anything incurred before his retirement.

A partner who retires may be discharged from any liabilities for anything done before his retirement through an agreement with his other partners and the creditors.

If there is a change in the constitution of a firm, a person who has any dealings with the firm is entitled to presume all apparent members of the old firm as still being members of the firm until he has notice of the change.

ARTICLE 10

DISSOLUTION OF PARTNERSHIP AGREEMENT

Section 10.1 This Partnership will be dissolved by the termination of the business, or by any partner giving notice to the other partner of his intent to dissolve the partnership.

Section 10.2 This partnership is dissolved by the death or bankruptcy of any of the partner. As well as partnership agreement may be dissolved if any partner suffers his share of the partnership property to be charged under the act for his separate debt.

Section 10.3 Partnership is dissolved by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry it on in partnership.

Section 10.4 This partnership can be dissolved by court order under these circumstances.

When a partner is found to be insane or permanently of unsound mind, the court may order the dissolution of the partnership.

When a partner becomes permanently incapable of performing his part in the partnership contract.

When a partner has been guilty of any conduct which affects prejudicially the carrying on of the business.

When a partner willfully or persistently commits a breach of the partnership agreement, or conducts himself in a manner that is not reasonably practicable for the other partner/s to carry on the business in partnership with him.

When this partnership business suffers loss persistently.

Whenever any circumstance arises that renders it just and equitable (in the opinion of the court) for the partnership to be dissolved.

ARTICLE 11

SETTLEMEMT OF ACCOUNTS

Section 11.1 Losses (including losses and deficiencies of capital). All the losses are to be paid first, out of profit, second, out of capital and third, by the partners individually according to their proportion in the sharing of profits.

Section 11.2 Assets of the firm (including sums contributed by the partners to make up for losses or deficiencies of capital).

All the assets are to be applied in paying first, debts and liabilities of the firm to non-partners. And

Second paying each partner ratably what is due from the firm to him for advances (other than the capital).

Third, paying each partner ratably what is due from the firm in respect of capital, also lastly, ultimate residue (if any) to be divided among the partners according to the division of profits.

ARTICLE 12

GENERAL PROVISIONS

Section 12.1 This Partnership Agreement may not be amended, modified, altered, or changed in any respect whatsoever, except by a further Partnership Agreement in writing, duly executed by all of the Partners.

Section 12.3. The Partnership’s books and records, together with all of the documents and papers pertaining to the business of the Partnership, shall be kept at the principal place of business of the Partnership, and at all reasonable times shall be open to the inspection of, and may be copied and excerpts taken there from by, any Partner or his or her duly authorized representative for any proper purpose.

Section 12.4 The books and records of the Partnership shall be kept on a fiscal-year basis in accordance with the cash method of accounting required for federal income tax purposes, consistently applied, and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership Business.

Section 12.5 Any number of matching part of this Partnership Agreement may be execute, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

Section 12.6. This Partnership Agreement constitutes the entire agreement between the Partners and supersede all prior agreements, representations, warranties, statements, promises and understandings (whether oral or written) with respect to the subject matter hereof.

Section 12.7. Each party hereto agrees to do all acts and things and to make, execute and deliver such written instruments as shall from time to time be reasonably required to carry out the terms and provisions of this Partnership Agreement.

Section 12.8. All notices under this Partnership Agreement shall be in writing and shall be served upon the other parties at the addresses set forth in the books and records of the Partnership.

Section 12.10 It is the intention of the partners that any partner may determine the partnership at any time on giving notice of his intention to do so to all the other partners, since no fixed term has been agreed upon for the duration of the partnership.

Section 12.11. No consent or waiver, express or implied by a Partner or the Partnership, to the breach or default by any Partner in the performance of his or her obligations under this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default.

IN WITNESS WHEREOF, the partners have executed this Partnership Agreement as of

Partner 1

Name: Ahmed Hameed

National ID number: A203187

Signature:

Partner 2

Name: Mohamed Adam

National ID number: A332442

Signature: