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The Limited Company Partnership Agreement is a crucial document used when two or more limited companies in Hong Kong wish to establish a formal partnership while maintaining their separate corporate identities. This arrangement is particularly valuable for businesses seeking to combine resources, expertise, or market presence without merging or creating a new corporate entity. The agreement, governed by Hong Kong law, particularly the Companies Ordinance (Cap. 622) and Partnership Ordinance (Cap. 38), details everything from capital contributions and profit sharing to management structures and exit procedures. It's commonly used for joint ventures, strategic alliances, and collaborative business ventures, providing a clear framework for corporate cooperation while protecting each partner's interests and limiting their liability. The document needs to comply with Hong Kong's robust regulatory environment and should be tailored to address specific business objectives and risk management requirements.

1. Parties: Identification of all partner companies entering into the agreement, including their registration numbers and registered addresses

2. Background: Context of the partnership formation, business objectives, and any relevant historical information

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Partnership Structure: Legal structure of the partnership, roles of partners, and relationship between parties

5. Capital Contributions: Details of initial and subsequent capital contributions from each partner

6. Profit and Loss Sharing: Formula and mechanisms for distribution of profits and allocation of losses

7. Management and Decision Making: Governance structure, voting rights, and decision-making processes

8. Partners' Rights and Obligations: Detailed responsibilities, rights, and duties of each partner

9. Business Operations: Day-to-day management, operational procedures, and business policies

10. Financial Management: Banking arrangements, accounting practices, and financial reporting requirements

11. Transfer of Interest: Rules regarding the transfer of partnership interests and admission of new partners

12. Term and Termination: Duration of partnership and circumstances for termination

13. Dispute Resolution: Procedures for resolving disputes between partners

14. Governing Law: Specification of Hong Kong law as governing law and jurisdiction

15. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability