Advice on partnership agreement

I

Icarus

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Hi, I'm presently working with my solicitor on the first draft of a partnership agreement. He has put together some fairly standard stuff, ie. partners cannot issue shares without permission of other partners etc. and wants me to come back with my own suggestions.

I know every business and every company is different and unique, BUT, I was wondering if anyone had some pointers on basics to look out for, or partnership agreements they have signed and later regretted cetain elements?

My business is in hiring and setting up equipment for events, presentations and advertising. I have 2 partners (both in the UK). The plan is to build the business and find a buyer within 5-10 years.
Thanks.
 
Imagine always that the worst happens. You die,or they die. You fall ill for a prolonged period and can't work. Same with them. You all fall out really badly and argue about money - everyone is as greedy as possible. this is why you need agreements in advance! (Found my solicitor useless, think I wrote my last one.)
 
Hi Icarus

This sounds like a complex business and you should probably operate through a limited company rather than a partnership. There are many advantages, such as the clarity of the ownership and it would be a lot easier to sell the shares in a company than the goodwill of a partnership.

I would think that you should speak to a good accountant first. They would discuss the business and tax implications of what you are doing, and then get the solicitor to implement what you have agreed.

Where is the business going to be based? In Ireland or in the UK? How do you resolve disputes - under Irish law or English law or Scottish law? Can you agree in advance on arbitrators in the event of a dispute?

Who will the auditors be? How will they be changed?

What salaries will the partners get? This is the most common source of disputes. If two partners agree to pay themselves a high salary and the other guy a low salary, what can the lower paid partner do about it?

Brendan
 
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