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Partnership Deed for Malaysia

Partnership Deed Template for Malaysia

A comprehensive legal document governed by Malaysian law, particularly the Partnership Act 1961, that establishes and regulates the relationship between partners in a business partnership. This document outlines essential elements including capital contributions, profit-sharing arrangements, management responsibilities, decision-making processes, and dispute resolution mechanisms. It serves as the foundational agreement that governs the rights, duties, and obligations of all partners, while ensuring compliance with Malaysian legal requirements for partnership businesses.

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What is a Partnership Deed?

The Partnership Deed is a crucial legal instrument used in Malaysia when two or more parties wish to establish a formal business partnership. This document, governed by the Partnership Act 1961 and other relevant Malaysian legislation, serves as the cornerstone agreement that defines the relationship between partners and sets out the framework for their business venture. It becomes essential when parties need to clearly document their rights, responsibilities, capital contributions, profit-sharing arrangements, and operational procedures. The deed provides legal protection to all partners and helps prevent future disputes by clearly establishing the terms of the partnership relationship. Common scenarios for using this document include starting a professional practice, establishing a family business, or forming a business alliance between multiple parties.

What sections should be included in a Partnership Deed?

1. Parties: Details of all partners entering into the partnership agreement, including full names, identification numbers, and addresses

2. Background: Context of the partnership formation and brief description of the business purpose

3. Definitions: Definitions of key terms used throughout the partnership deed

4. Partnership Name and Business: Official name of the partnership and detailed description of the business activities

5. Commencement and Term: Start date of the partnership and duration (if fixed-term)

6. Capital Contributions: Details of initial capital contributions from each partner

7. Profit and Loss Sharing: Ratio or method of distributing profits and losses among partners

8. Management and Decision Making: Rules for day-to-day management and process for making business decisions

9. Banking and Financial Matters: Banking arrangements, signing authorities, and financial management procedures

10. Partner Duties and Obligations: Rights, responsibilities, and obligations of all partners

11. Meetings and Resolutions: Procedures for partner meetings and passing resolutions

12. Accounts and Records: Requirements for maintaining partnership accounts and records

13. Retirement and Admission: Process for partner retirement and admission of new partners

14. Dissolution and Winding Up: Circumstances and procedures for partnership dissolution

15. Governing Law: Specification of Malaysian law as governing law and jurisdiction

What sections are optional to include in a Partnership Deed?

1. Non-Competition: Restrictions on partners engaging in competing businesses, used when partners want to protect business interests

2. Intellectual Property Rights: Provisions regarding ownership and use of IP, important for partnerships involving creative or technical work

3. Death of Partner: Specific provisions for handling a partner's death, particularly relevant for family businesses

4. Dispute Resolution: Alternative dispute resolution procedures, recommended for larger partnerships

5. Insurance: Requirements for business insurance and key person insurance, important for high-risk businesses

6. Good Will: Provisions for valuation and distribution of goodwill, relevant for established businesses

7. Partner Loans: Terms for partners lending money to the partnership, useful when additional funding might be needed

What schedules should be included in a Partnership Deed?

1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's initial and subsequent capital contributions

2. Schedule 2 - Profit Sharing Ratios: Detailed formula or ratios for profit and loss distribution

3. Schedule 3 - Business Assets: List and valuation of assets contributed to or owned by the partnership

4. Schedule 4 - Partner Responsibilities: Detailed description of specific roles and responsibilities of each partner

5. Appendix A - Business Plan: Initial business plan and strategy (if applicable)

6. Appendix B - Management Procedures: Detailed operational procedures and management protocols

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions






























Clauses






























Relevant Industries

Professional Services

Retail

Food and Beverage

Construction

Technology

Healthcare

Manufacturing

Real Estate

Consulting

Agriculture

Trading

Education

Relevant Teams

Legal

Corporate Secretarial

Executive Leadership

Finance

Compliance

Operations

Risk Management

Business Development

Corporate Affairs

Relevant Roles

Business Owner

Managing Partner

Legal Counsel

Company Secretary

Chief Executive Officer

Chief Financial Officer

Business Development Manager

Compliance Officer

Risk Manager

Operations Director

Partnership Manager

Corporate Lawyer

Business Consultant

Professional Service Provider

Industries





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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