2 Partnership Agreement.doc
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MAILTENCE SYSTEM LLP
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OC608038 (England and Wales) |
LIMITED LIABILITY PARTNERSHIP AGREEMENT
for
MAILTENCE SYSTEM LLP
22 December 2022
PARTNERS
This agreement to form a Limited Liability Partnership (LLP) is made between the companies whose names and addresses are set out in the Schedule under Partners.
CONTENTS
Limited Liability Partnership Agreement, 22 December 2022 1
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MAILTENCE SYSTEM LLP
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OC608038 (England and Wales) |
AGREED TERMS
1 Interpretation
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Accounting Date |
the 31st day of May each year; |
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Accounting Period |
the period of 12 months to which the Partnership accounts are made up each year; |
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Partner |
a party to this agreement and any other person who is admitted to the Partnership in the future; |
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Partnership |
means the Limited Liability Partnership of MAILTENCE SYSTEM LLP; |
2 Business of the Partnership
2.1 The Partnership is or shall be limited liability partnership.
2.2 The Business of the Partnership is:
A) To:
i) carry on business as a general commercial company;
ii) do all such things as are incidental or conducive to the carrying on of any trade or business by it.
B) To purchase, take on lease or on hire or otherwise acquire, hold, develop, sell, hire out, or otherwise dispose of or deal with real and personal property of all and any kind, right or privilege therein, for such consideration and on such terms as may be considered expedient.
C) To take part in the formation, management, supervision or control of the business or operation of any company or undertaking and for that purpose to appoint and remunerate any directors, accountants, consultants, experts or agents.
D) To employ experts, consultants, and valuers to investigate and examine the condition, prospects, value, character and circumstances of any business concerns and undertakings and generally of any assets, property or rights.
E) To sell or otherwise dispose of the whole or any part of the business and/or undertaking of the Company, either together or in portions for such consideration and on such terms as may be considered expedient.
F) To carry on any business which, in the opinion of the Partners of the Partnership, may seem capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the property of the Partnership.
3 Firm Name and Location
3.1 The registered name of the Partnership business is MAILTENCE SYSTEM LLP
3.2 The registered place of business of the Partnership is or shall be:
Suite 7026, 128 Aldersgate Street, Barbican, London EC1A 4AE, England
4 Duration
The Partnership shall continue until terminated by mutual consent of its Partners by adopting of appropriate resolution.
5 Designated Partners
In accordance with the requirements of the Limited Liability Partnerships Act 2000, all the partners shall be designated partners and shall be jointly responsible for the filing of returns accounts and information at Companies House as the Act requires.
6 Partnership Shares
The partners shall share profits and losses in the following proportions:
- LOPANE LOGISTICS LTD 50% (500 Shares)
- LK TRADING PARTNERS INC 50% (500 Shares)
7 Partnership Property
7.1 All the assets used in the Partnership business are Partnership property.
7.2 The business premises of the Partnership are owned by the Partnership. The cost of all rent, rates, repairs, insurance and other outgoings and expenses relating to the premises and to any other premises acquired for the purpose of the Partnership business shall be borne by the Partnership.
8 Partnership Capital
8.1 The capital of the Partnership shall belong to the Partners in the proportions in which it has been contributed.
8.2 Each of the Partners shall be entitled to interest at the rate of 5% per year on the amount of his Partnership capital to be calculated on a day to day basis and to be paid or payable each year before calculation of profit shares.
9 Profits and Drawings
9.1 The profits or losses of the Partnership for each Accounting Period shall be allocated to the partners in the proportions set out above in paragraph 6.
9.2 Each Partner shall be entitled to draw out of the Partnership business each month, on account of his share of the profits, whatever sum the partners have decided. However, allowance must be made for all of the current expenses and liabilities of the Partnership before a Partner draws any such money.
9.3 If in an Accounting Period a Partner draws more than his share of profit for that period, he shall immediately repay the excess.
10 Loans to the Partnership
10.1 If a Partner, with the consent of the other Partners, lends a sum of money to the Partnership in excess of his due contribution to capital, the loan shall be a debt due from the Partnership to him and shall carry interest, calculated on a day to day basis at the rate of 5% per year and payable yearly on each Accounting Date.
10.2 The sum loaned shall not be deemed to be an increase in the Partner's capital or entitle him to an increased share in the profits of the Partnership business.
10.3 A loan must be repaid, together with accrued interest, on not less than 6 months' notice in writing by the Partner who made the loan.
11 Banking Arrangements
11.1 The bankers of the Partnership shall be any bank which can be appointed by the Partners from time to time.
11.2 All Partnership money shall be paid into the Partnership bank account as it is received.
11.3 Partnership cheques shall require the signature of any two Partners.
12 Records and Accounts
12.1 Proper books of account shall be kept by the Partners. Each partner shall be responsible for the proper recording of transactions initiated by him.
12.2 As soon as practicable after each Accounting Date, a balance sheet and profit and loss account shall be prepared. The balance sheet and profit and loss account shall be prepared and audited by an accountant and shall be signed by all the Partners. When signed, they shall be binding on the Partners except for any obvious error which has been identified within three months after signature.
12.3 Each Partner shall be entitled to draw out of the Partnership bank account any undrawn balance of his share of the profits shown in the profit and loss account.
13 Meetings and Voting
13.1 A general meeting of the Partners shall be convened each month to consider the business and affairs of the Partnership.
13.2 Notices of meetings of the Partnership shall specify the place, day and hour of the meeting and shall contain a statement of the matters to be discussed.
13.3 The Partners shall open the proceedings at each meeting by voting for who shall be chairman of that meeting. In the absence of agreement the chairmanship shall rotate around the Partners in turn starting with the Partner holding the largest Partnership share. The chairman shall not be entitled to any casting vote.
13.4 All matters considered at a meeting of the Partners or to be determined by the Partners shall be decided by a majority vote [calculated by weight of Partnership share] except that the following matters shall require a unanimous agreement of all the Partners: of the Partnership is:
A) changing the address of the Partnership business;
B) changes to this agreement, subject to the written consent of Partners who together own at least 75% (calculated by weight of Partnership share) of the Partnership;
C) winding-up the Partnership when it is not insolvent;
D) the sale, merger, transfer or disposal of the Partnership business;
E) borrowing any sum in excess of £50,000;
F) increasing the capital of the Partnership business;
G) introducing into the Partnership a new Partner whether profit sharing, salaried or otherwise);
H) expulsion of a Partner;
I) amending this agreement
13.5 A Partner may appoint another Partner as his proxy to vote on his behalf on a resolution. To be effective, the proxy form must be given to the other Partners not less than 2 hours before the time for holding the meeting.
13.6 The quorum for a meeting shall be 2 Partners entitled to not less than 50 per cent of the total voting rights of the Partners and including at least one designated partner. If a quorum is not present within fifteen minutes of the time for which the meeting is convened, the meeting must be cancelled.
13.7 Minutes shall be taken of all meetings of Partners and (subject to any agreed amendments) shall be approved and signed by the chairman of the next following meeting. The minutes, when signed, shall be binding on all the Partners.
14 Holidays
Each Partner shall be entitled (in addition to public holidays) to holidays not exceeding [5] weeks in each Accounting Period. Not more than ten consecutive working days' holiday shall be taken at any one time.
15 Absence
If, in any Accounting Period, a Partner is absent from Partnership business as a result of illness or injury for more than 56 days in total, his entitlement to his share of profit for that Accounting Period (but not for determining his liability for losses) shall be reduced pro rata with the period of his absence.
16 Cars
All cars required for the purposes of the Partnership business shall be purchased by or leased to the Partnership. The cost of all repairs, maintenance, insurance, VAT and tax shall be borne by the Partnership.
17 Good Faith
Each Partner shall at all times:
17.1 devote his whole time and attention to the business of the Partnership and use his best skills and endeavours to carry it on for the benefit of the Partnership;
17.2 conduct himself in a proper and responsible manner; and
17.3 use his best endeavours to promote the Partnership business.
18 Partnership Policies
18.1 The Partnership shall maintain policies on, among other things:
A) Health and safety policy
B) Equal opportunities and non-harassment policy
C) Computer use, Internet and communications policy
D) Partnership vehicles policy
E) Data protection policy
18.2 Insofar as any of these policies imposes an expectation of behaviour on a Partner as a staff member, each Partner now agrees that he will comply fully and accepts that a serious breach of any policy will be a breach of this agreement.
18.3 Each Partner accepts the importance for the Partnership in maintaining and enforcing fully up-to-date policies and you agree to watch vigilantly for any breach of any policy by any employee and to take appropriate action whenever a breach is discovered.
19 Restrictions on Partners
No Partner shall without the prior written consent of the other Partners:
19.1 engage directly or indirectly in any business other than that of the Partnership;
19.2 offer employment to or dismiss any employee of the Partnership;
19.3 use any of the assets of the Partnership or pledge its credit otherwise than in the ordinary course of business and for the benefit of the Partnership;
19.4 compromise or release any debt due to the Partnership;
19.5 lend money or give credit on behalf of the Partnership;
19.6 give any guarantee on behalf of the Partnership;
19.7 enter into any bond or become bail, surety or security with or for any person, firm or company or do or knowingly cause or suffer to be done anything if, as a result, any Partnership property may be taken in execution or otherwise endangered;
19.8 enter into partnership with any other person, firm or company.
20 Expulsion
20.1 If a Partner (the "Partner in breach") behaves in a way or finds himself in a position so unacceptable as to go to the root of this contract, then the other Partners may by unanimous vote, expel him from the Partnership by the following procedure:
20.2 The other Partners shall give written notice to the Partner in breach referring to this paragraph and specifying in detail the actions complained of and inviting a response in writing within 7 days.
20.3 The notice given to the Partner in breach may include a condition that he must exclude himself from all business of the Partnership until the question of his expulsion has been resolved.
20.4 Immediately the response has been received, the Partners shall call a meeting to discuss the breach and the response. The defaulting Partner may be represented at the meeting by some other person if he so chooses.
20.5 Within 48 hours of the termination of the meeting, the Partners shall notify the Partner in breach by notice in writing signed by all of them, of their decision as to whether or not he should be expelled from the Partnership.
20.6 If the Partner in breach does not retire within 7 days after the notice is given, he shall be deemed to have retired.
20.7 If the Partnership delays in exercising this right of termination that does not mean the Partnership has waived its right.
20.8 Here are examples of behaviour that would justify expulsion: on, among other things:
A) theft, fraud or deliberate falsification of records; or
B) physical violence; or
C) serious bullying or harassment; or
D) bringing the Partnership into serious disrepute; or
E) incapability whilst at work brought on by alcohol or illegal drugs; or
F) serious negligence which causes or might cause unacceptable loss, damage or injury; or
G) serious infringement of health and safety rules; or
H) failure to comply with the terms of this agreement in a serious way; or
I) brought alcohol or illegal drugs onto the Partnership's premises; or
J) being unable to make his proper contribution to the Partnership business through illness, injury or for any other reason, for 26 weeks in any year; or
K) being bankrupt; or
L) being a patient under any statute relating to mental health; or
M) fails to pay any monies owing by him to the Partnership within 60 days of being requested in writing by the other Partners to do so; or
N) is guilty of conduct likely to have a serious adverse effect on the Partnership business; or
O) absents himself from the business of the Partnership without proper cause for more than two months in any period of twelve months;
21 Termination of the Partnership
21.1 Upon the termination of the Partnership the Partners shall sell all of the tangible and intangible assets of the Partnership, discharge the liabilities of the Partnership and order the preparation of final accounts.
21.2 Each Partner now agrees to use his best endeavours to assist in every way in the realisation of the Partnership assets.
21.3 The cash residue shall be applied by paying to each Partner:
A) any unpaid profits which are due to him;
B) his share of the Partnership capital;
C) his share of any balance in the same proportion as he was, at the date of termination, entitled to share the profits of the Partnership.
21.4 If the cash from the realisation is inadequate to make the above payments, then the available money will be divided among the Partners the proportion to their Partnership shares.
22 After Termination
Each partner hereby covenants with the others that after he is no longer a Partner, he will:
22.1 not from that time represent to anyone that he is still a Partner or associated with the Partnership;
22.2 return to the Partnership without request all property owned by the Partnership whether or not he perceives such property to have value;
22.3 provide without request, a list of all passwords and other critical information which is not or may not be known to the other Partners;
22.4 delete all data relating to the Partnership or the Partnership business from any computer disks, tapes or other media owned or controlled by him.
23 No Competition
23.1 Each Partner agrees that he will not within three years of termination of this contract by any means and neither for himself nor for any other person, directly or indirectly, advise, instruct, do or assist in any activity the effect of which is to promote the sale of any product or service which competes with any product or service offered for sale by the Partnership within the period of three years immediately preceding the termination date.
23.2 Each Partner agrees that he will not within three years of termination of this contract by any means and neither for himself nor for any other person, directly or indirectly, advise, instruct, do or assist in any activity the effect of which is to encourage any person to breach any contract between that person and the Partnership.
23.3 Each Partner agrees that he will not within three years of termination of this contract by any means and neither for himself nor for any other person, directly or indirectly, employ or provide work to any person who was employed by or who worked as a contractor for the Partnership within the period of three years immediately preceding the termination date.
23.4 If any provision of this paragraph shall be void in any jurisdiction on account of its extent then there shall be treated as substituted for it such lesser provision as is required for it to be valid and enforceable.
23.5 Each Partner agrees that the provisions of this paragraph are fair and treasonably required for the protection of the Partnership business.
24 Rights of Third Parties
Nothing in this agreement or on our web site shall confer on any third party any benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.
25 Severability
If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
26 No Waiver
No waiver by any Partner, in exercising any right, power or provision in this agreement shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
27 Governing Law
This Agreement shall be governed by and construed in accordance with the law of England and Wales.
28 Dispute Resolution
In the event of a dispute arising out of or in connection with this agreement and which has not been resolved following discussions and negotiations between the Partners then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
Schedule
Partners
1 LOPINE LOGISTICS LTD
Suite 1, Second Floor, Sound & Vision House, Francis Rachel Street, Victoria, Mahe, Seychelles
2 LK TRADING PARTNERS INC
Suite 1, Second Floor, Sound & Vision House, Francis Rachel Street, Victoria, Mahe, Seychelles
IN WITNESS WHEREOF this agreement, comprising all preceding pages and the Schedule, is executed as follows:
Juliette Michel Claritte on behalf of
LOPINE LOGISTICS LTD
DESIGNATED MEMBER
Sherloy Mary Elizabeth on behalf of
LK TRADING PARTNERS INC
DESIGNATED MEMBER
Limited Liability Partnership Agreement, 22 December 2022 1
Public Last updated: 2023-11-24 05:57:13 PM
