1. Determine the contribution share of the partners.
The contribution of the general partner is the material basis of the partnership. The general partner may make capital contributions in cash, in kind, intellectual property rights, land use rights or other property rights, or in labor services. In a general partnership agreement, the amount and types of contributions made by partners are not necessarily the same, but they must be converted into several property shares according to their values. Therefore, no matter how to invest, it is necessary to clarify the way, amount and duration of the partner's investment.
For non-monetary property, all partners may entrust a statutory appraisal agency to evaluate the price, or determine it through consultation. It is important to make clear the capital contribution and proportion of each partner when signing the partnership agreement, so as to make clear the rights and obligations of each partner in the future surplus distribution and debt commitment.
2. Define the rights and obligations of each partner.
(1) The rights of partners mainly include:
① Management, voting and supervision of partnership affairs
The business activities of a partnership are decided by the partners. No matter how much capital is contributed, each partner has the right to operate, vote and supervise.
(2) Profit distribution right of the partnership enterprise.
Partners have the right to distribute profits in accordance with the provisions of the partnership agreement. Whether the profits are distributed according to the proportion of capital contribution, energy input, partnership affairs management responsibility or other means, even if all partners agree implicitly, should be clearly agreed in the partnership agreement.
(3) the right to consult books.
Partners have the right to consult the account books on the operation and financial status of the partnership.
(4) the right to withdraw.
The method of withdrawing from the partnership, the sharing of debts, the division of partnership property and how to compensate other partners for the losses caused by withdrawing from the partnership should be clearly agreed.
(2) The obligations of partners mainly include:
① Full capital contribution
Partners shall perform their capital contribution obligations in accordance with the partnership agreement.
② Share the operating losses and debts of the partnership.
Specifically, it is jointly and severally liable to the outside world, and bears the responsibility of sharing the operating losses and debts in proportion and according to the partnership agreement. In order to avoid mutual prevarication in the future, it should be clearly stipulated in the partnership agreement as far as possible.
(3) Obligation to keep business secrets after leaving the company.
The law of our country does not expressly stipulate the confidentiality obligation of partners after they quit the partnership, and the agreement in the partnership agreement can be binding on all partners.
④ Prohibition of business strife
Partners may not engage in business that competes with the partnership alone or in cooperation with others.
3. Partner qualification examination
The qualification examination of a partner shall include the partner's personality, ability, family situation, assets, large foreign debts, etc. If the partner is an enterprise, a copy of its business license shall be kept; If the partner is an individual, the ID number, home address and telephone number should be recorded in detail.
In addition, when examining the qualifications of partners in the partnership agreement, we should also pay attention to the following restrictive clauses:
(1) A wholly state-owned company, state-owned enterprise, listed company, institution or social organization may not become a general partner;
(2) In a general partnership, if the partners are natural persons, they shall have full capacity for civil conduct; In a limited partnership, if the limited partner is a natural person, he may be a person without full capacity for civil conduct;
(3) In a special general partnership, partners need to have corresponding professional qualifications, for example, partners in a law firm need to have legal practice qualifications;
(4) If a natural person as a limited partner dies, is declared dead according to law, or a legal person or other organization as a limited partner terminates, his successor or successor of rights may obtain the qualification of a limited partner of a limited partnership enterprise according to law.
Please click: Dalian company registration, Jinan company registration and Qingdao company registration to inquire about the business in various regions.
How much is industrial and commercial registration? Looking for Mande enterprise service, the company is safe and efficient, and the tax consultant is professional. Mande enterprise service is a one-stop service expert.