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51 49 Partnership Agreement Template for England and Wales

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Key Requirements PROMPT example:

51 49 Partnership Agreement

"Need a 51 49 Partnership Agreement for a new technology consulting firm in London, where I'll be the majority partner contributing technical expertise and my partner will be contributing capital; we want to start operations by March 2025 and need strong confidentiality and IP protection clauses."

Document background
The 51 49 Partnership Agreement is designed for businesses operating under English and Welsh law where partners wish to establish a clear controlling interest while maintaining significant minority participation. This document is particularly useful when parties want to combine majority control with substantial minority protection rights. It covers essential elements such as capital contributions, profit sharing, management rights, and exit provisions, while ensuring compliance with the Partnership Act 1890 and related legislation. The agreement provides clarity on decision-making processes and helps prevent potential disputes by clearly defining each partner's roles and responsibilities.
Suggested Sections

1. Parties: Details of the partners entering into the agreement

2. Background: Context and purpose of the partnership

3. Definitions: Key terms used throughout the agreement

4. Partnership Structure: 51/49 ownership split and voting rights

5. Capital Contributions: Initial and ongoing capital requirements

6. Profit and Loss Sharing: Distribution of profits and allocation of losses

7. Management Rights: Decision-making processes and authority levels

8. Transfer Restrictions: Limitations on transfer of partnership interests

Optional Sections

1. Non-Compete Provisions: Restrictions on competing activities, used when partners have other business interests

2. Intellectual Property Rights: Ownership and use of IP, included when IP is significant to the business

3. International Operations: Cross-border business provisions, required for partnerships operating internationally

Suggested Schedules

1. Schedule 1: Initial Capital Contributions: Detailed breakdown of partner contributions

2. Schedule 2: Business Plan: Initial business plan and projections

3. Schedule 3: Reserved Matters: Decisions requiring unanimous consent

4. Appendix A: Partnership Certificate: Official partnership registration documents

5. Appendix B: Bank Account Details: Partnership banking arrangements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses































Industries

Partnership Act 1890: Core legislation defining fundamental partnership principles, partners' rights and duties, and dissolution procedures

Limited Partnerships Act 1907: Legislation governing limited partnerships structure and regulations, relevant if partnership includes limited partners

Companies Act 2006: While primarily for companies, contains relevant provisions for partnership registration and filing requirements, especially for LLPs

Business Names Act 1985: Legislation governing requirements and restrictions for partnership trading names

Financial Services and Markets Act 2000: Regulatory framework applicable if partnership engages in regulated financial activities

Income Tax Act 2007: Tax legislation governing individual partners' income tax obligations

Corporation Tax Act 2010: Tax legislation relevant for partnership taxation structure

Value Added Tax Act 1994: Legislation governing VAT obligations and compliance for partnerships

Competition Act 1998: Legislation ensuring partnership compliance with competition law and anti-trust regulations

Data Protection Act 2018: Legislation governing data protection requirements and UK GDPR compliance

Equality Act 2010: Legislation ensuring partnership compliance with anti-discrimination laws

Money Laundering Regulations 2017: Regulatory requirements for preventing money laundering and financial crime

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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