Partnership Agreement - Professional (Canada)

Agreement that formalizes and documents the partnership of two or more people in the ownership of a professional business (i.e. accounting).

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A partnership agreement is a document that formalizes the partnership of two or more people in their ownership of a for-profit business, in this case a professional business (i.e. accounting). For a non-professional for profit business, please see out partnership agreement long and short forms.

This form can be used in the following provinces: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Partnership Agreement
(Professional)

 

 
 
THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2003)] among the individuals that have executed this Agreement and any individuals agreeing to be bound by this Agreement in accordance with paragraph 12, witnesses that for and in consideration of the mutual covenants herein and other good and valuable consideration, the parties do hereby agree with each other as follows:
 
 
1.   Definitions. In this Agreement, the following words and phrases shall have the following respective meanings:
(a)   "Chairman" means chairman of the Executive Committee elected in accordance with paragraph 11(a);
(b)   "Executive Committee" means the executive committee of the Partnership created pursuant to paragraph 10(a);
(c)   "Expenses" means all the expenses of the Partnership determined in accordance with generally accepted accounting principles;
(d)   "Ordinary Resolution" means a resolution of the Partners referred to in Paragraph 9(d)(iv);
(e)   "Partners" means the individuals that have executed this Agreement along with such other individuals as may become parties to this agreement pursuant to paragraph 12;
(f)   "Partnership" means the [Describe Nature of Partnership (ie. Accounting)] partnership among the Partners;
(g)   "Revenue" means revenue of the Partnership determined in accordance with generally accepted accounting principles;
(h)   "Special Resolution" means a resolution of the Partners referred to in Paragraph 9(d)(v).
2.   Statements of Fact.
(a)   The Partners are engaged in the practice of [Describe Nature of Partnership (ie. Accounting)].
(b)   The Partners wish to continue and formalize their relationship by entering into this partnership agreement.
3.   Name of Partnership. The name of the Partnership shall be "[Name of Partnership]" unless the name is changed by Ordinary Resolution. No person shall enter into any agreement or obligation on behalf of the Partnership except in the Partnership name.
4.   Financial Year. The financial year of the Partnership shall commence on [Commencement Date of Fiscal Year of Partnership (ie. April 1)] and terminate on [Last Date of Fiscal Year of Partnership (ie. March 31)] of each year.
5.   Bankers. The banker of the Partnership shall be the [Name of Banker of Partnership] and\or such other bank or banks as may from time to time be determined by Ordinary Resolution.
6.   Books of Account, Financial Statements and Accountants.
(a)   Proper books of account shall be kept by or on behalf of the Partnership in accordance with generally accepted accounting principles wherein shall be entered particulars of all monies, goods or effects belonging to or owing to or by the Partnership or paid, received, sold or purchased in the course of the business of the Partnership.
(b)   As soon as practicable after the Partnership's financial year end in each year, the Partners shall cause to be prepared a balance sheet, operating statement, statement of Partner's accounts and such other statements as may be applicable and notes thereto made up as at each such financial year end. At the request of the Executive Committee, or by Special Resolution, the financial statements of the Partnership shall be audited by the Partnership's accountants. The audited or unaudited financial statement of the Partnership shall be provided to each of the Partners within 120 days of the Partnership's financial year end.
(c)   The Partnership shall cause interim unaudited financial statements to be prepared quarterly in each financial year of the Partnership, which financial statements shall be distributed to the Partners within two months of the end of each such quarter.
(d)   The accountants of the Partnership shall be the chartered accountant or firm of chartered accountants determined from time to time by Ordinary Resolution.
(e)   The accounts of the Partnership shall be available for the inspection of any Partner upon request with the approval of the Executive Committee.
7.   Partnership Revenues. All Revenues received for the account of the Partnership shall be paid into or deposited with one or more of the Partnership's bankers for the time being to the credit of the Partnership's accounts. All cheques on any such accounts shall be drawn in the Partnership's name and shall be signed by such of the Partners or by such other persons as may be authorized by the Executive Committee from time to time and any cheques so signed shall be binding on the Partnership. The Executive Committee may, from time to time, invest monies not required for current expenditures in certificates of deposit with banks, guaranteed investment certificates or like guaranteed deposit type securities, short-term federal, provincial or municipal securities or such other investments of a guaranteed nature as it deems advisable.
8.   Duties of Partners.
(a)   Each Partner shall be just and faithful to the other Partners in all matters and transactions relating to the Partnership.
(b)   No Partner shall employ any of the assets of the Partnership or pledge the credit thereof, except in the ordinary course of the conduct of and upon the account of or for the benefit of the Partnership.
(c)   No Partner shall assign, mortgage, charge or otherwise encumber his or her interest in the Partnership or any part thereof or make any other person a Partner with him or her therein.
(d)   Each Partner shall at all times duly and punctually pay and discharge his or her separate debts and obligations, present and future, and keep the Partnership property and the other Partners and their representatives, estates and effects indemnified against and saved harmless from all actions, proceedings, costs, claims and demands in respect thereof.
(e)   The Partners covenant with one another that each will at all times hereafter save harmless and keep indemnified the other Partners from and against any losses, costs, expenses and damages which may be suffered or incurred by the other Partners by reason of any action, claim or other proceeding which may be brought or instituted against the Partner for or in respect of professional services rendered by such Partner.
(f)   Each Partner shall at all times be and remain a member in good standing of the       [Name of Professional Association (ie. Canadian Institute of Chartered Accountants)] and shall maintain in full force and effect, professional liability insurance on terms and conditions and in amounts established by the Executive Committee from time to time.
9.   Meetings of Partners.
(a)   A general meeting of all Partners shall be called by the Executive Committee at least annually and more often if necessary or desirable. The Chairman or any two members of the Executive Committee, or Partners representing not less than twenty percent of all Partners, shall have the power at any time to call a general meeting of the Partners. If for one year no general meeting of the Partners is held, such a meeting may be called by any three Partners.
(b)   All general meetings of Partners shall be called by at least 14 days' notice in writing given to all the Partners by the Executive Committee, the Chairman or the Partners calling the meeting. The notice shall include an agenda for such meeting and the specific text of any proposed resolutions.
(c)   A quorum at any general meeting of Partners shall be sixty percent of the Partners in person or represented by proxy with at least five Partners present in person.
(d)   At all meetings of Partners:
(i)   each Partner shall have one vote which may be given in person or by written proxy given to another Partner. A signed copy of any such proxy must be provided to the Chairman of the meeting before any proxy vote may be cast;
(ii)   all matters coming before the meeting shall be decided in the first instance by a show of hands unless a vote by ballot is required by any Partner present in person;
(iii)   all matters decided by vote by ballot shall be decided by Ordinary Resolution unless a larger vote is required by this Agreement;
(iv)   an "Ordinary Resolution" means a resolution in favour of which are voted at least a simple majority of the total votes exercisable by the Partners present in person or represented by proxy at a meeting of Partners and entitled to vote on such resolution;
(v)   a "Special Resolution" means a resolution in favour of which are voted at least 75% of the total votes exercisable by the Partners entitled to vote on such resolution whether or not present or represented at a meeting of Partners;
(vi)   no resolution, either ordinary or special, specifically required under any paragraph of this Agreement, shall be deemed to have been validly passed unless at least 14 days' notice of the specific text of such resolution shall have been given to all Partners entitled to attend the meeting, unless all such Partners shall have waived such notice either before or after the holding of the meeting;
(vii)   any resolution, whether ordinary or special, signed by all of the Partners entitled to vote thereon shall be as effective as if passed at a meeting of the Partners called in accordance with the provisions of this Agreement;
(viii)   if a vote by ballot is taken at any meeting of Partners, the ballots shall be collected by the Chairman or in his absence by a member of the Executive Committee and delivered to a person designated by the Executive Committee who may or my not be a Partner, who shall count the ballots and report the result of such vote to the Chairman of the meeting at which such vote was taken, who shall in turn report such result to all of the Partners.
(e)   The Executive Committee shall cause minutes to be kept of all proceedings and meetings of the Partners and cause copies thereof to be circulated to all Partners within 14 days of each meeting of the Partners.
(f)   The Chairman or his designee shall, at each general meeting of the Partners, provide a written report to the Partners on behalf of the Executive Committee.
10.   Executive Committee.
(a)   The Partnership shall be governed by an Executive Committee composed of three Partners, each of whom shall be elected by Ordinary Resolution.
(b)   Of the first three Partners elected to the Executive Committee, one shall have a term of office which expires on [Date of Completion of Term of 1st Member of Executive Committee], one shall have a term of office which expires on [Date of Completion of Term of 2nd Member of Executive Committee], and the other shall have a term of office which expires on [Date of Completion of Term of 3rd Member of Executive Committee].
(c)   With the exception of the first elected members from the Executive Committee, the terms of office for all other members of the Executive Committee shall be for a period of three years. Commencing in [Month in Which First General Meeting of Partners will be Held (ie. July, 2003)], a general meeting of the Partners shall be called in [Month in Which General Meetings of Partners will be Held (ie. July)] of each year to elect one Partner to the Executive Committee to replace the Partner whose terms of office have expired, which Partner shall be eligible for re-election.
(d)   The term of office of any member of the Executive Committee shall expire if he or she:
(i)   is removed from office by an Ordinary Resolution;
(ii)   resigns his or her office; or
(iii)   ceases to be a Partner.
(e)   In the event of a vacancy or vacancies occurring on the Executive Committee by reason of the early termination of office of a member, a general meeting of the Partners shall be called to elect another member to complete the term of the Executive Committee member that he or she has replaced.
(f)   The Executive Committee shall meet at least every six months. Meetings of the Executive Committee may be called by the Chairman, or any two members of the Executive Committee.
(g)   Notice of each meeting of the Executive Committee shall be given in writing to each member of the Executive Committee at least seven days prior to each meeting unless all members of the Executive Committee are present at the meeting or such members have, either before or within three days of any meeting, waived notice of such meeting. The notice shall include the agenda and the specific text of any proposed resolutions.
(h)   A quorum at any meeting of the Executive Committee shall be three of the members of the Executive Committee. All matters to be decided by the Executive Committee shall be decided on the vote of at least a simple majority of the members of the Executive Committee present at the meeting at which such matter is to be decided.
(i)   The Partners acknowledge and agree that each and every member of the Executive Committee shall be deemed to have assumed office on the express understanding, agreement and condition that every member of the Executive Committee, and his or her heirs, executors, administrators and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless from and against all costs, charges and expenses whatsoever which such member of the Executive Committee sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of a member of the Executive Committee, and also from and against all other costs, charges or expenses which he or she or they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her or their own wilful neglect or default.
11.   Officers of the Executive Committee.
(a)   At its first meeting following the effective date of this Agreement the Executive Committee shall elect from its members a Chairman, a Secretary and a Vice-Chairman for a term ending [Ending Date of Term of Officers of Executive Committee].
(b)   The positions of Chairman, Secretary and Treasurer shall be for terms of one year. A meeting of the Executive Committee shall be called in [Month in Which Executive Committee Meetings will be Held (ie. July)] of each year starting in Month in Which First Executive Committee Meeting will be Held (ie. July, 2003) for the purpose of electing members of the Executive Committee to such positions, the incumbents being eligible for re-election. A Partner must have served a term of a minimum of one year on the Executive Committee to be eligible to serve as Chairman.
(c)   The Chairman, when present thereat, shall have the right to chair all meetings of the Partners and the Executive Committee. In the absence of the Chairman or in the event of his or her unwillingness to chair any such meeting, the vice-chairman shall have the right to chair such meeting and failing him or her, the Partners or the members of the Executive Committee, as the case may be, that are present at such meeting shall elect one of themselves to chair such meeting.
(d)   The Secretary shall be responsible for causing notices and agendas of meetings of the Partners and the Executive Committee to be circulated and minutes of all meetings of the Partnership and the Executive Committee to be prepared and circulated as required.
12.   Admission of Partners.
(a)   All [Nature of Professionals in Partnership (ie. Accountants)] who are actively engaged in the practice of [Nature of Professional Practice (ie. Accounting)] shall be eligible for admission to the Partnership.
(b)   Any request for admission of a new member to the Partnership shall come in writing from a Partner. Partners shall be admitted to the Partnership upon the approval of the Executive Committee.
(c)   This Agreement shall be binding upon all persons who hereafter shall become Partners in the Partnership.
(d)   Each new Partner shall execute one or more copies or counterparts of this Agreement upon admission to the Partnership.
(e)   No new partner is required, upon admission to the Partnership, to contribute capital except by Special Resolution, and is not entitled to any capital on withdrawal other than capital accumulated by retention of the Partner's share of profits of the Partnership.
13.   Withdrawal from Partnership
(a)   A Partner shall be entitled to withdraw from the Partnership as at any financial year end of the Partnership upon not less than 90 days' prior written notice to the Executive Committee or with the approval of the Executive Committee at any time during any financial year of the Partnership.
(b)   Upon the death of a Partner or his or her withdrawal or deemed withdrawal from the Partnership, the Partner or his or her estate shall be entitled to that portion of the draw that the Partner was entitled to for the month in which such death, withdrawal or deemed withdrawal took place prorated to the date of death, withdrawal or deemed withdrawal, plus such additional share of the profits, if any, for the financial year in which such death, withdrawal or deemed withdrawal took place as may be allocated to the Partner or his or her estate by the Executive Committee following the end of the Partnership's financial year.
14.   Dissolution of Partnership.
(a)   Notwithstanding any provision of any Act, now or hereafter in force, no Partner shall be entitled to dissolve the Partnership by giving notice to other Partners, nor shall the Partnership be dissolved or otherwise terminated by the withdrawal, death, insolvency, retirement or expulsion of any Partner nor by any circumstance other than pursuant to the provisions of paragraph 14.2(b).
(b)   The Partnership may be dissolved by a Special Resolution.
15.   Income Allocation - Draws
(a)   Upon finalization of the financial statements for the Partnership for each financial year, the Executive Committee shall determine the profit allocation of each Partner for such year. Such profit allocation may be unequal if so determined by the Executive Committee. The determination of the Executive Committee in this regard shall be firm and binding upon the Partners.
(b)   Upon establishing the budget for the Partnership for each upcoming fiscal year the Executive Committee, in its sole discretion shall establish monthly draws for each Partner, which draws shall be paid to the Partners, in arrears, on the last business day of each month. Such draws may be unequal if so determined by the Executive Committee. The determination of the Executive Committee in this regard shall be firm and binding upon the Partners.
(c)   The Executive Committee in its sole discretion shall, at the time of admission of each new Partner, establish that Partner's monthly draw.
(d)   Any losses of the Partnership shall be borne by the Partners in proportions corresponding to their draws in respect of the year in which any such losses are incurred.
16.   Amendment. This Agreement may be amended at any time or from time to time by Special Resolution and any amendment so made shall be binding upon all Partners as fully and to the same extent as if all Partners had executed an amending agreement containing such amendment.
17.   Notice. Any notice required to be given hereunder may be given by delivering such notice to the office at the Partnership of the Partner to whom it is addressed or by sending such notice to the Partner to whom it is addressed by prepaid ordinary mail to his or her last known residential address.
18.   Non-Assignment. This Agreement shall enure to the benefit of and be binding upon the parties hereto, their executors and administrators, but shall not be assignable by any of the parties, it being acknowledged and declared that this Agreement is personal to the present parties hereto and those who may subsequently be admitted to Partnership in accordance with the terms and conditions hereof.
 
 
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
 
 
 
[Partner 1 Name]
 
[Partner 2 Name]
 
 
 
 
[Partner 3 Name]
 
[Partner 4 Name]
 
 
 
 
[Partner 5 Name]
 
[Partner 6 Name]
 
Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28480
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Partnership Agreement
(Professional)

 

 
 
THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2003)] among the individuals that have executed this Agreement and any individuals agreeing to be bound by this Agreement in accordance with paragraph 12, witnesses that for and in consideration of the mutual covenants herein and other good and valuable consideration, the parties do hereby agree with each other as follows:
 
 
1.   Definitions. In this Agreement, the following words and phrases shall have the following respective meanings:
(a)   "Chairman" means chairman of the Executive Committee elected in accordance with paragraph 11(a);
(b)   "Executive Committee" means the executive committee of the Partnership created pursuant to paragraph 10(a);
(c)   "Expenses" means all the expenses of the Partnership determined in accordance with generally accepted accounting principles;
(d)   "Ordinary Resolution" means a resolution of the Partners referred to in Paragraph 9(d)(iv);
(e)   "Partners" means the individuals that have executed this Agreement along with such other individuals as may become parties to this agreement pursuant to paragraph 12;
(f)   "Partnership" means the [Describe Nature of Partnership (ie. Accounting)] partnership among the Partners;
(g)   "Revenue" means revenue of the Partnership determined in accordance with generally accepted accounting principles;
(h)   "Special Resolution" means a resolution of the Partners referred to in Paragraph 9(d)(v).
2.   Statements of Fact.
(a)   The Partners are engaged in the practice of [Describe Nature of Partnership (ie. Accounting)].
(b)   The Partners wish to continue and formalize their relationship by entering into this partnership agreement.
3.   Name of Partnership. The name of the Partnership shall be "[Name of Partnership]" unless the name is changed by Ordinary Resolution. No person shall enter into any agreement or obligation on behalf of the Partnership except in the Partnership name.
4.   Financial Year. The financial year of the Partnership shall commence on [Commencement Date of Fiscal Year of Partnership (ie. April 1)] and terminate on [Last Date of Fiscal Year of Partnership (ie. March 31)] of each year.
5.   Bankers. The banker of the Partnership shall be the [Name of Banker of Partnership] and\or such other bank or banks as may from time to time be determined by Ordinary Resolution.
6.   Books of Account, Financial Statements and Accountants.
(a)   Proper books of account shall be kept by or on behalf of the Partnership in accordance with generally accepted accounting principles wherein shall be entered particulars of all monies, goods or effects belonging to or owing to or by the Partnership or paid, received, sold or purchased in the course of the business of the Partnership.
(b)   As soon as practicable after the Partnership's financial year end in each year, the Partners shall cause to be prepared a balance sheet, operating statement, statement of Partner's accounts and such other statements as may be applicable and notes thereto made up as at each such financial year end. At the request of the Executive Committee, or by Special Resolution, the financial statements of the Partnership shall be audited by the Partnership's accountants. The audited or unaudited financial statement of the Partnership shall be provided to each of the Partners within 120 days of the Partnership's financial year end.
(c)   The Partnership shall cause interim unaudited financial statements to be prepared quarterly in each financial year of the Partnership, which financial statements shall be distributed to the Partners within two months of the end of each such quarter.
(d)   The accountants of the Partnership shall be the chartered accountant or firm of chartered accountants determined from time to time by Ordinary Resolution.
(e)   The accounts of the Partnership shall be available for the inspection of any Partner upon request with the approval of the Executive Committee.
7.   Partnership Revenues. All Revenues received for the account of the Partnership shall be paid into or deposited with one or more of the Partnership's bankers for the time being to the credit of the Partnership's accounts. All cheques on any such accounts shall be drawn in the Partnership's name and shall be signed by such of the Partners or by such other persons as may be authorized by the Executive Committee from time to time and any cheques so signed shall be binding on the Partnership. The Executive Committee may, from time to time, invest monies not required for current expenditures in certificates of deposit with banks, guaranteed investment certificates or like guaranteed deposit type securities, short-term federal, provincial or municipal securities or such other investments of a guaranteed nature as it deems advisable.
8.   Duties of Partners.
(a)   Each Partner shall be just and faithful to the other Partners in all matters and transactions relating to the Partnership.
(b)   No Partner shall employ any of the assets of the Partnership or pledge the credit thereof, except in the ordinary course of the conduct of and upon the account of or for the benefit of the Partnership.
(c)   No Partner shall assign, mortgage, charge or otherwise encumber his or her interest in the Partnership or any part thereof or make any other person a Partner with him or her therein.
(d)   Each Partner shall at all times duly and punctually pay and discharge his or her separate debts and obligations, present and future, and keep the Partnership property and the other Partners and their representatives, estates and effects indemnified against and saved harmless from all actions, proceedings, costs, claims and demands in respect thereof.
(e)   The Partners covenant with one another that each will at all times hereafter save harmless and keep indemnified the other Partners from and against any losses, costs, expenses and damages which may be suffered or incurred by the other Partners by reason of any action, claim or other proceeding which may be brought or instituted against the Partner for or in respect of professional services rendered by such Partner.
(f)   Each Partner shall at all times be and remain a member in good standing of the       [Name of Professional Association (ie. Canadian Institute of Chartered Accountants)] and shall maintain in full force and effect, professional liability insurance on terms and conditions and in amounts established by the Executive Committee from time to time.
9.   Meetings of Partners.
(a)   A general meeting of all Partners shall be called by the Executive Committee at least annually and more often if necessary or desirable. The Chairman or any two members of the Executive Committee, or Partners representing not less than twenty percent of all Partners, shall have the power at any time to call a general meeting of the Partners. If for one year no general meeting of the Partners is held, such a meeting may be called by any three Partners.
(b)   All general meetings of Partners shall be called by at least 14 days' notice in writing given to all the Partners by the Executive Committee, the Chairman or the Partners calling the meeting. The notice shall include an agenda for such meeting and the specific text of any proposed resolutions.
(c)   A quorum at any general meeting of Partners shall be sixty percent of the Partners in person or represented by proxy with at least five Partners present in person.
(d)   At all meetings of Partners:
(i)   each Partner shall have one vote which may be given in person or by written proxy given to another Partner. A signed copy of any such proxy must be provided to the Chairman of the meeting before any proxy vote may be cast;
(ii)   all matters coming before the meeting shall be decided in the first instance by a show of hands unless a vote by ballot is required by any Partner present in person;
(iii)   all matters decided by vote by ballot shall be decided by Ordinary Resolution unless a larger vote is required by this Agreement;
(iv)   an "Ordinary Resolution" means a resolution in favour of which are voted at least a simple majority of the total votes exercisable by the Partners present in person or represented by proxy at a meeting of Partners and entitled to vote on such resolution;
(v)   a "Special Resolution" means a resolution in favour of which are voted at least 75% of the total votes exercisable by the Partners entitled to vote on such resolution whether or not present or represented at a meeting of Partners;
(vi)   no resolution, either ordinary or special, specifically required under any paragraph of this Agreement, shall be deemed to have been validly passed unless at least 14 days' notice of the specific text of such resolution shall have been given to all Partners entitled to attend the meeting, unless all such Partners shall have waived such notice either before or after the holding of the meeting;
(vii)   any resolution, whether ordinary or special, signed by all of the Partners entitled to vote thereon shall be as effective as if passed at a meeting of the Partners called in accordance with the provisions of this Agreement;
(viii)   if a vote by ballot is taken at any meeting of Partners, the ballots shall be collected by the Chairman or in his absence by a member of the Executive Committee and delivered to a person designated by the Executive Committee who may or my not be a Partner, who shall count the ballots and report the result of such vote to the Chairman of the meeting at which such vote was taken, who shall in turn report such result to all of the Partners.
(e)   The Executive Committee shall cause minutes to be kept of all proceedings and meetings of the Partners and cause copies thereof to be circulated to all Partners within 14 days of each meeting of the Partners.
(f)   The Chairman or his designee shall, at each general meeting of the Partners, provide a written report to the Partners on behalf of the Executive Committee.
10.   Executive Committee.
(a)   The Partnership shall be governed by an Executive Committee composed of three Partners, each of whom shall be elected by Ordinary Resolution.
(b)   Of the first three Partners elected to the Executive Committee, one shall have a term of office which expires on [Date of Completion of Term of 1st Member of Executive Committee], one shall have a term of office which expires on [Date of Completion of Term of 2nd Member of Executive Committee], and the other shall have a term of office which expires on [Date of Completion of Term of 3rd Member of Executive Committee].
(c)   With the exception of the first elected members from the Executive Committee, the terms of office for all other members of the Executive Committee shall be for a period of three years. Commencing in [Month in Which First General Meeting of Partners will be Held (ie. July, 2003)], a general meeting of the Partners shall be called in [Month in Which General Meetings of Partners will be Held (ie. July)] of each year to elect one Partner to the Executive Committee to replace the Partner whose terms of office have expired, which Partner shall be eligible for re-election.
(d)   The term of office of any member of the Executive Committee shall expire if he or she:
(i)   is removed from office by an Ordinary Resolution;
(ii)   resigns his or her office; or
(iii)   ceases to be a Partner.
(e)   In the event of a vacancy or vacancies occurring on the Executive Committee by reason of the early termination of office of a member, a general meeting of the Partners shall be called to elect another member to complete the term of the Executive Committee member that he or she has replaced.
(f)   The Executive Committee shall meet at least every six months. Meetings of the Executive Committee may be called by the Chairman, or any two members of the Executive Committee.
(g)   Notice of each meeting of the Executive Committee shall be given in writing to each member of the Executive Committee at least seven days prior to each meeting unless all members of the Executive Committee are present at the meeting or such members have, either before or within three days of any meeting, waived notice of such meeting. The notice shall include the agenda and the specific text of any proposed resolutions.
(h)   A quorum at any meeting of the Executive Committee shall be three of the members of the Executive Committee. All matters to be decided by the Executive Committee shall be decided on the vote of at least a simple majority of the members of the Executive Committee present at the meeting at which such matter is to be decided.
(i)   The Partners acknowledge and agree that each and every member of the Executive Committee shall be deemed to have assumed office on the express understanding, agreement and condition that every member of the Executive Committee, and his or her heirs, executors, administrators and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless from and against all costs, charges and expenses whatsoever which such member of the Executive Committee sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of a member of the Executive Committee, and also from and against all other costs, charges or expenses which he or she or they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her or their own wilful neglect or default.
11.   Officers of the Executive Committee.
(a)   At its first meeting following the effective date of this Agreement the Executive Committee shall elect from its members a Chairman, a Secretary and a Vice-Chairman for a term ending [Ending Date of Term of Officers of Executive Committee].
(b)   The positions of Chairman, Secretary and Treasurer shall be for terms of one year. A meeting of the Executive Committee shall be called in [Month in Which Executive Committee Meetings will be Held (ie. July)] of each year starting in Month in Which First Executive Committee Meeting will be Held (ie. July, 2003) for the purpose of electing members of the Executive Committee to such positions, the incumbents being eligible for re-election. A Partner must have served a term of a minimum of one year on the Executive Committee to be eligible to serve as Chairman.
(c)   The Chairman, when present thereat, shall have the right to chair all meetings of the Partners and the Executive Committee. In the absence of the Chairman or in the event of his or her unwillingness to chair any such meeting, the vice-chairman shall have the right to chair such meeting and failing him or her, the Partners or the members of the Executive Committee, as the case may be, that are present at such meeting shall elect one of themselves to chair such meeting.
(d)   The Secretary shall be responsible for causing notices and agendas of meetings of the Partners and the Executive Committee to be circulated and minutes of all meetings of the Partnership and the Executive Committee to be prepared and circulated as required.
12.   Admission of Partners.
(a)   All [Nature of Professionals in Partnership (ie. Accountants)] who are actively engaged in the practice of [Nature of Professional Practice (ie. Accounting)] shall be eligible for admission to the Partnership.
(b)   Any request for admission of a new member to the Partnership shall come in writing from a Partner. Partners shall be admitted to the Partnership upon the approval of the Executive Committee.
(c)   This Agreement shall be binding upon all persons who hereafter shall become Partners in the Partnership.
(d)   Each new Partner shall execute one or more copies or counterparts of this Agreement upon admission to the Partnership.
(e)   No new partner is required, upon admission to the Partnership, to contribute capital except by Special Resolution, and is not entitled to any capital on withdrawal other than capital accumulated by retention of the Partner's share of profits of the Partnership.
13.   Withdrawal from Partnership
(a)   A Partner shall be entitled to withdraw from the Partnership as at any financial year end of the Partnership upon not less than 90 days' prior written notice to the Executive Committee or with the approval of the Executive Committee at any time during any financial year of the Partnership.
(b)   Upon the death of a Partner or his or her withdrawal or deemed withdrawal from the Partnership, the Partner or his or her estate shall be entitled to that portion of the draw that the Partner was entitled to for the month in which such death, withdrawal or deemed withdrawal took place prorated to the date of death, withdrawal or deemed withdrawal, plus such additional share of the profits, if any, for the financial year in which such death, withdrawal or deemed withdrawal took place as may be allocated to the Partner or his or her estate by the Executive Committee following the end of the Partnership's financial year.
14.   Dissolution of Partnership.
(a)   Notwithstanding any provision of any Act, now or hereafter in force, no Partner shall be entitled to dissolve the Partnership by giving notice to other Partners, nor shall the Partnership be dissolved or otherwise terminated by the withdrawal, death, insolvency, retirement or expulsion of any Partner nor by any circumstance other than pursuant to the provisions of paragraph 14.2(b).
(b)   The Partnership may be dissolved by a Special Resolution.
15.   Income Allocation - Draws
(a)   Upon finalization of the financial statements for the Partnership for each financial year, the Executive Committee shall determine the profit allocation of each Partner for such year. Such profit allocation may be unequal if so determined by the Executive Committee. The determination of the Executive Committee in this regard shall be firm and binding upon the Partners.
(b)   Upon establishing the budget for the Partnership for each upcoming fiscal year the Executive Committee, in its sole discretion shall establish monthly draws for each Partner, which draws shall be paid to the Partners, in arrears, on the last business day of each month. Such draws may be unequal if so determined by the Executive Committee. The determination of the Executive Committee in this regard shall be firm and binding upon the Partners.
(c)   The Executive Committee in its sole discretion shall, at the time of admission of each new Partner, establish that Partner's monthly draw.
(d)   Any losses of the Partnership shall be borne by the Partners in proportions corresponding to their draws in respect of the year in which any such losses are incurred.
16.   Amendment. This Agreement may be amended at any time or from time to time by Special Resolution and any amendment so made shall be binding upon all Partners as fully and to the same extent as if all Partners had executed an amending agreement containing such amendment.
17.   Notice. Any notice required to be given hereunder may be given by delivering such notice to the office at the Partnership of the Partner to whom it is addressed or by sending such notice to the Partner to whom it is addressed by prepaid ordinary mail to his or her last known residential address.
18.   Non-Assignment. This Agreement shall enure to the benefit of and be binding upon the parties hereto, their executors and administrators, but shall not be assignable by any of the parties, it being acknowledged and declared that this Agreement is personal to the present parties hereto and those who may subsequently be admitted to Partnership in accordance with the terms and conditions hereof.
 
 
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
 
 
 
[Partner 1 Name]
 
[Partner 2 Name]
 
 
 
 
[Partner 3 Name]
 
[Partner 4 Name]
 
 
 
 
[Partner 5 Name]
 
[Partner 6 Name]
 
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