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Operating Partnership Agreement
"I need an Operating Partnership Agreement for a technology consulting firm in Hong Kong with three partners, where two partners will contribute equal capital and the third partner will contribute expertise only, with specific provisions for intellectual property protection and profit sharing based on contribution type."
1. Parties: Identification and details of all partners entering into the partnership agreement
2. Background: Context of the partnership formation and brief description of the business purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Declaration of partnership formation, business name, and commencement date
5. Business Purpose: Detailed description of the partnership's business activities and objectives
6. Capital Contributions: Initial and ongoing capital contribution requirements for each partner
7. Profit and Loss Sharing: Formula and mechanism for distributing profits and losses among partners
8. Management and Decision Making: Management structure, voting rights, and decision-making processes
9. Partners' Duties and Obligations: Specific responsibilities and obligations of each partner
10. Banking and Financial Matters: Banking arrangements, accounting practices, and financial management procedures
11. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner withdrawals
12. Term and Termination: Duration of partnership and circumstances for termination
13. Dissolution and Winding Up: Procedures for partnership dissolution and asset distribution
14. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction
1. Non-Competition and Confidentiality: Restrictions on partners' competing activities and handling of confidential information, used when intellectual property or trade secrets are significant
2. Intellectual Property Rights: Ownership and management of IP created during partnership, important for knowledge-based businesses
3. Insurance: Requirements for business insurance coverage, relevant for high-risk operations
4. Dispute Resolution: Alternative dispute resolution procedures, recommended for complex partnerships
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant post-COVID
6. Assignment and Transfer Restrictions: Restrictions on transferring partnership interests, important for closely-held partnerships
7. Partnership Meetings: Structure and frequency of partnership meetings, useful for larger partnerships
8. Death or Incapacity: Procedures following death or incapacity of partners, important for family businesses
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's initial and agreed future capital contributions
2. Schedule 2 - Profit Sharing Ratios: Detailed formula and calculations for profit and loss distribution
3. Schedule 3 - Management Duties: Specific roles and responsibilities assigned to each partner
4. Schedule 4 - Business Plan: Initial business plan and strategic objectives
5. Schedule 5 - Partnership Assets: List of assets contributed to or owned by the partnership
6. Appendix A - Specimen Signatures: Sample signatures of all partners for banking and official purposes
7. Appendix B - Compliance Procedures: Required procedures for regulatory compliance in Hong Kong
8. Appendix C - Financial Procedures: Detailed accounting and financial management procedures
Authors
Professional Services
Trading and Distribution
Consulting
Real Estate
Financial Services
Technology
Retail
Manufacturing
Import/Export
Family Business
Healthcare
Education
Construction
Food and Beverage
Legal
Finance
Compliance
Operations
Business Development
Risk Management
Corporate Secretarial
Management
Executive Leadership
Administrative
Managing Partner
Senior Partner
Business Owner
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Business Development Director
Operations Manager
Finance Director
Compliance Officer
Partnership Administrator
Risk Manager
Managing Director
Entrepreneur
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