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GENERAL PARTNERSHIP AGREEMENT   
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This document remains the property of Celestial Industries Pty ltd for its own personal & business use.
Legal documents by R.P Emery & Associates Updates: www.rpemery.com 

          THIS  PARTNERSHIP  AGREEMENT  is  entered  into and
effective as of this day of , .
by (first party)and by (second  party)
   , herein after referred to as "Partners". 
          The  Partners  desire to form a general partnership
under the laws of the (State you reside in) for the  purposes
and  on  the  terms  and conditions stated in this agreement.
Therefore, the parties agree to become partners and to form a
partnership and further acknowledge and agree as follows: 
          1.        NAME 
                    The name of the partnership shall be 
                    .
          2.        PLACE OF BUSINESS 
                    The   partnership's  principal  place  of
business shall be at .
The principal place of business may be changed from  time  to
time  and  other  places  of  business  may be established by
actions taken in  accordance  with  the  provisions  of  this
agreement   that   govern  management  of  the  partnership's
business and affairs. 
          3.        TERM 
                    The  partnership  shall  begin  as of the
date of this agreement and shall continue until dissolved  by
mutual  agreement of all the Partners or under the provisions
for dissolution and winding up in this agreement. 
          4.        PURPOSE 
                    The purpose of the partnership is:
                    (1)              
                    (2)  
                    (3) 

          5.        BUSINESS NAME
                    The Partners,  or any one of the,  on the 
partnership's  behalf  shall  sign  and  cause to be filed an
appropriate  business  name  under  the Consumer  (Corporate)
Affairs  within  30  days  after the partnership begins doing
business,  within  30 days after any subsequent change in its
membership, and before the expiration of any previously filed
statement. Each of the  parties  to  this  agreement appoints
 as his agent and solicitor
solely  to  execute  on  his  behalf  any  such business name
statement relating this partnership.              
          6.        STATEMENT FOR PARTNERSHIP REAL ESTATE 
                    Promptly  following  the  commencement of
the partnership and any subsequent change in its  membership,
the  Partners shall sign, acknowledge, and verify a statement
and cause it to be recorded in each shire (State  you  reside
in) in which the partnership owns or contemplates owning real
estate property or any interest in real estate property.
          7.        CAPITAL CONTRIBUTIONS
                    (Name  of  first  partner)  and  (Name of
second partner) shall contribute (type in  specified  amount)
cash, each, as their capital contribution to the partnership.
Any real money  spent  prior  to  the  ratification  of  this
agreement  by any of the  "Partners" shall be reimbursed from
the  capital  contributions  as  soon   as   possible   after
processing by the accounting staff. 
          8.        ADDITIONAL CAPITAL CONTRIBUTIONS
                    Whenever  it is determined by the written
agreement of Partners holding a majority in capital  interest
of the partnership that its capital is or is presently likely
to become insufficient for the conduct of its business, those
Partners  may,  by  written  notice to all Partners, call for
additional contributions  to  capital.   These  contributions
shall  be payable in cash no later than the date specified in
the note, or no sooner than  30  days  after  the  notice  is
given.   Each  Partner shall be liable to the partnership for
his share of the  aggregate  contributions  duly  called  for
under this paragraph. 
          9.        VOLUNTARY CONTRIBUTIONS 
                    No   Partner   may   make  any  voluntary
contribution  of  capital  to  the  partnership  without  the
consent of all the Partners. 
          10.       WITHDRAWAL OF CAPITAL
                    No  Partner may withdraw capital from the
partnership without the consent of all the Partners. 
          11.       INTEREST ON CAPITAL CONTRIBUTIONS
                    No  Partner  shall be entitled to receive
any interest on his capital contribution. 
          12.       LOANS TO PARTNERSHIP
                    No Partner shall lend or advance money to
or for the partnership's benefit without the approval of  all
the Partners. 
                    If   any   Partner,  with  the  requisite
consent of  the  other  Partners,  lends  any  money  to  the
partnership  in  addition to his contribution to its capital,
the loan shall be a debt of the partnership to  that  Partner
and  shall  bear  interest  at  the  rate  of  (state  agreed
percentage). The  liability  shall  not  be  regarded  as  an
increase  of  the lending Partner's capital, and it shall not
entitle him to  any  increased  share  of  the  partnership's
profits. 
          13.       DIVISION OF PROFITS AND LOSSES
                    The   partnership's  profits  and  losses
shall be shared equally among the Partners. 
          14.       FISCAL YEAR OF PARTNERSHIP 
                    The  fiscal year of the partnership shall
be the calendar year. 
          15.       ACCOUNTING METHOD
                    The  partnership  books  shall be kept on
the cash basis. 
          16.       DETERMINATION OF PROFIT AND LOSS
                    The  partnership's net profit or net loss
for  each  fiscal  year  shall  be  determined  as  soon   as
practicable after the close of that fiscal year in accordance
with the accounting principles employed in the preparation of
the  tax  return  filed by the partnership for that year, but
without any special provisions for  tax-exempt  or  partially
tax-exempt income. 
          17.       PARTNERSHIP BOOKS
                    Property and complete books of account of
the partnership business shall be kept at  the  partnership's
principal  place  of business and shall be open to inspection
by any of the Partners or their accredited representatives at
any  reasonable  time  during business hours.  The accounting
records shall be  maintained  in  accordance  with  generally
accepted  bookkeeping  practices  for  this type of business.
The books shall  be  examined  by  an  independent  certified
public accountant at least annually.
   
          18.       MANAGEMENT OF PARTNERSHIP 
                    The    managing   general   partner   for
administrative and ministerial functions only shall be (state
partner's  full  name) and to the extent necessary to fulfill
such functions, he shall have control over the  business  and
assume  direction  of  the  operations.  He shall consult and
confer as far as practicable with the non-managing  Partners,
but the power of decision over such matters is vested in him.
On his death, resignation or other disability preventing  him
from  carrying  out  his  duties  created herein, a successor
managing Partner shall be selected by a majority  in  capital
interest of the Partners. 
          19.       ACTS REQUIRING MAJORITY CONSENT 
                    The  following acts may be done only with
the consent of a majority in capital interest of partners: 
                    (a)  Borrowing money in the partnership's
name, other than in the ordinary course of the  partnership's
business  or to finance any part of the purchase price of the
partnership's properties. 
                    (b)  Transferring, hypothecating, compro-
mising, or releasing any partnership claim except on  payment
in full.  
                    (c)  Selling,  leasing,  or hypothecating
any  partnership property  or entering into any  contract for
any such  purpose, other  than  in the ordinary course of the 
partnership's  business  and  other than any hypothecation of
partnership  property  to  secure  a  debt  resulting from an
transaction permitted under (a). 
                    (d)   Knowingly suffering or causing any-
thing to be done whereby partnership property may  be  seized
or  attached  or  taken  in  execution,  or  its ownership or
possession otherwise endangered. 
          20.       HANDLING OF PARTNERSHIP FUNDS
                    All  partnership funds shall be deposited
in the partnership's name and shall be subject to  withdrawal
only  on the signatures of at least TWO (2)  Partners, except
that an operating account may be maintained  with  a  balance
never  to  exceed  (state  agreed amount).  The monies in the
operating account shall  be  subject  to  withdrawal  on  the
signature  of  the  managing partner, or any other partner in
his absence. 
          21.       OUTSIDE ACTIVITIES OF PARTNERS
                    Any Partner may be engaged in one or more
business, other than the business  of  the  partnership,  but
only  to  the  extent  that this activity does not compete or
materially interfere with the business of the partnership and
does  not conflict with the obligations of that Partner under
this  agreement.   Neither  the  partnership  nor  any  other
Partner  shall have the right to any income or profit derived
by a Partner from any business activity permitted under  this
section. 
          22.       PARTNERS DEATH, DISABILITY,  OR VOLUNTARY 
                    WITHDRAWAL  
                    In the case of partner's death, permanent
physical  or   mental   disability,   retirement   from   the
partnership,  or  voluntary  withdrawal from the partnership,
the partnership shall  not  dissolve  or  terminate  but  its
business  shall continue without interruption and without any
break in continuity.  On the death, disability, or withdrawal
of any partner, the others shall not liquidate or wind up the
affairs of the partnership, except as otherwise  provided  in
this  agreement,  but shall continue to conduct a partnership
under the terms of  this  agreement  with  any  successor  or
transferee of the deceased or withdrawn Partner. 
          23.       RIGHT OF FIRST REFUSAL 
                    If any Partner receives an offer, whether
or not solicited by him, from a person not then a Partner  to
purchase   all   or  any  portion  of  his  interest  in  the
partnership, and  if  the  Partner  receiving  the  offer  is
willing  to  accept  it,  he shall give written notice of the
amount and terms of the offer, the identity of  the  proposed
transferee,  and  his willingness to accept the offer to each
of the other Partners.  The other  Partners  shall  have  the
option,  within  45  days  after  that  notice  is  given, to
purchase the designated interest or designated portion of the 
interest  of  the  Partner giving notice on the same terms as
those contained in the offer.  If  both  Partners  choose  to
exercise  their  option,  then  they  shall  each  contribute
one-half of the consideration  and  shall  each  individually
acquire  one-half of the selling Partner's interest.  If only
one Partner exercises the option individually, then there  is
no  right  to receive one-half of the interest transferred by
the other Partner by any remaining Partner. 
          24.       INDEMNIFICATION
                    Each  Partner  shall  indemnify  and hold
harmless the partnership and each of the other Partners  from
any  and  all expense and liability resulting from or arising
out of any negligence or misconduct on his part to the extent
that  the  amount exceeds the applicable insurance carried by
the partnership. 
          25.       AMENDMENTS
                    This agreement may be amended at any time
and from time to time, but any amendment must be  in  writing
and signed by each person who is then a Partner. 
          26.       NOTICES
                    Any written notice to any of the Partners
required or permitted under this agreement shall be deemed to
have  been  duly  given  on  the  second day after mailing if
mailed to the party to whom notice is to be given,  by  first
class  certified  return  receipt requested, postage prepaid,
and addressed to the addressee at the address stated opposite
his  name  below, or at the most recent address, specified by
written notice, given to the sender by  the  addressee  under
this   provision.    Notices  to  the  partnership  shall  be
similarly given, and address to it at its principal place  of
business. 
          27.       GOVERNING LAW
                    This  agreement  is executed and intended
to be performed in the (State you reside in), and the laws of
that state shall govern its interpretation and effect. 
          28.       SUCCESSORS 
                    This  agreement  shall  be binding on and
inure to the benefit of the respective  successors,  assigns,
and  personal  representatives  of the parties, except to the
extent of any contrary provision in this agreement. 

          29.       SEVERABILITY
                    If  any  term,  provision,  covenant,  or
condition of this agreement is held by a court  of  competent
jurisdiction  to be invalid, void, or unenforceable, the rest
of the agreement shall remain in full force  and  effect  and
shall in no way be affected, impaired, or invalidated. 
          30.       ENTIRE AGREEMENT
                    This  instrument  contains   the   entire
agreement of  the  parties  relating  to  the  rights granted
and obligations  assumed  in  this  agreement.  Any oral rep-
resentations  or  modifications  concerning  this  instrument
shall be  of  no  force  or effect unless contained in a sub-
sequent  written  modification  signed  by  the  party  to be
charged.
                     In WITNESS WHEREOF, the Partners 
have executed this agreement as of the date first above
written at, Australia.
 (type residential address)
(TYPE FULL NAME OF PARTNER)
 (type residential address)
(TYPE FULL NAME OF PARTNER)

Witnessed by:                 Address
	             
 

Signature:
Name of Signature
STD & ISD Numbers :

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