Your Cleardocs Partnership Agreement sets out the rules under which the partnership must act. Unless there is an agreement in place, all partners are equal, and must share the business' profits, and cover losses, equally.
Creating your Partnership Agreement through Cleardocs is easy. Once you complete the question interface, you will immediately receive a link to download your documents.
Time taken to complete 10-15 minutes depending on the number of partners.
Cost $ 220.00 (inc. GST)
Printing Optional printing, binding and delivery for $ 55.00
Legal Sign-offThe master documents are written in plain language and are signed-off by our lawyers at Maddocks.
What documents are included in the Cleardocs Partnership Agreement?
The package includes:
- Partnership Agreement;
- Minutes of Meeting at which the partners resolve to form the partnership and appoint bank signatories;
- Minutes of Meeting of a Trust's trustee (sole or joint) resolving to join the partnership — and if the trustees are joint trustees, appointing a nominee to act on their behalf;
- Minutes of Meeting of the directors of a company resolving to join the partnership and appointing a nominee to act on the company's behalf; and
- an Establishment Kit telling you what to do next.
The Cleardocs Partnership Agreement includes pro-forma documents to use in the future:
- a "Deed of Accession" — to be used if a new partner joins the partnership. The deed must be signed by all partners and the new partner; and
- a "Unanimous Resolution" — to be used for a decision about the partnership which must be made by unanimous resolution of all partners.
What topics does the Cleardocs Partnership Agreement cover?
The Cleardocs business Partnership Agreement allows the partners to record, among other things:
- how the business' profits will be shared;
- how much money each partner brings to the partnership business;
- responsibilities and authority of a nominated working partner;
- how new partners can join the partnership;
- how partners can be removed from the partnership;
- the procedure on sale of an exiting partner's interest, including a priority purchase option for continuing partners; and
- restraints on the conduct of an exiting partner.
Who can be a partner under the Cleardocs Partnership Agreement?
The Cleardocs Partnership Agreement document package allows for partners in the business to be:
- individuals — including if any individual acts as a trustee of a trust;
- 2 or 3 individuals acting as joint trustees of a trust. (If you have more than 3 individuals acting as trustee, then Maddocks suggests that you consider using a company as the partner);
- companies — including if any company acts as a trustee of a trust.
The Cleardocs Partnership Agreement document package does not allow a partner that is made up of:
- an individual trustee and a corporate trustee — Maddocks advises you consider forming a company to be a partner in this scenario; or
- two or more corporate trustees — again, Maddocks suggests you consider using a single company instead.
Why a company? If you would like any other combination of individuals or companies (or both) to be partners, then Maddocks advises that you consider using a company as the partner. That way you can have the company controlled (through directorships and shareholdings) by the people you wish to make up the partner. This works more efficiently because the rules about how the company is to make decisions are set out in the company's constitution and in the corporations legislation.
Need a company? You can use Cleardocs to quickly set up your company. Cleardocs is a registered ASIC agent so the registration process is online.
How many partners can there be under the Cleardocs Partnership Agreement?
The Cleardocs Partnership Agreement is suitable for up to 20 partners. This is consistent with the restriction on the size of partnerships set out in section 115 of the Corporations Act 2001 (Cth). There are some exceptions to this restriction contained in the Corporations Regulations 2001 (Cth).
If you need advice about a Partnership Agreement for more than 20 partners, then please ring us on 1300 307 343 and we will arrange for you to speak to our lawyers at Maddocks. They will speak with you for free for 5 minutes or so about what you need to do.
Can partners contribute something other than cash under the Cleardocs Partnership Agreement?
The Cleardocs Partnership Agreement allows partners in the business to contribute only cash as the initial capital of the partnership — that is, no other types of assets are allowed as initial capital (such as intellectual property or other assets).
However, partners can contribute nominal cash as the initial capital in accordance with their proportions and then by unanimous resolution record any additional capital contributions of non-cash assets. To enable this, the Cleardocs Partnership Agreement includes a pro-forma Unanimous Resolution as Schedule 3 to the Agreement.
What is the role of a partner's nominee in the Cleardocs Partnership Agreement?
A partner that is a company or group of people appoints a nominee to represent it or them.
Under the Cleardocs Partnership Agreement, a partner's nominee plays an important role in the administration of the partnership. In particular:
- the nominee can make decisions on behalf of the partner; and
- if the nominee suffers an Insolvency Event (as that term is described in the Partnership Agreement), then that partner's shares can be bought by the other partners; and
- if the nominee dies or becomes permanently disabled or incapacitated, then that partner's interest can be bought by the remaining Partners.
Seek legal advice
The Partnership Agreement information here should be considered general in nature, and in no way interpreted as legal advice. You must always seek your own independent legal, accounting and financial advice about your particular situation. The summary on this page is for information purposes only.
Questions or further information
If you have questions:
- about how to use Cleardocs, contact the Cleardocs helpline on 1300 307 343.
- about legal issues, contact the Cleardocs helpline on 1300 307 343. If you need advice, we will arrange for you to speak with a lawyer at Maddocks. The firm provides a free legal helpline in relation to the documents Cleardocs provides. If you require other legal advice in relation to your particular circumstances, then this will be charged for.
- Suitable for up to 20 partners
- Provides clarity for partners of the rules and arrangements applying to the business relationship
- Flexibility in appointment of partners
- Includes pro-forma documents to help you manage important changes to your agreement such as adding a new partner
- Copy function for address details
- Easy to use question interface
- Extensive online help and local phone support