Ordinary Partnership Agreement
ARTICLE 1-DESCRIPTION
This agreement is an ordinary partnership agreement established between the company ………………., which is actively operating at ………………. registered in the trade registry directorate, and the company …………., which operates at ……………. registered in the trade registry directorate.
In the contract, the market will be referred to as BUSINESS and the parties will be referred to as PARTNERS where they are not mentioned by name.
ARTICLE 2-SCOPE
regulates the nature, field of activity, operation, profit and loss sharing, rights and obligations between the partners, relations with third parties of the ordinary partnership to be established between the parties.
ARTICLE 3-SUBJECT
The ordinary company established by this agreement will operate in the country and abroad in order to carry out the activities of the parties.
ARTICLE 4-PARTIES AND THEIR SHARES
1- ……………….’s share in the enterprise is % …
2- ……………….’s share in the enterprise is … %.
PARTNERS have ownership and capital in the amount of the shares stated above. The tangible assets of the enterprise on the date of the contract
estimated …… TL.
ARTICLE 5- TERM OF CONTRACT
It is ….. years from the date of signature and exchange of this contract.
ARTICLE 6- ADMINISTRATION, REPRESENTATION AND BINDING OF THE BUSINESS
1- The PARTNERS have an equal share in the administration of the business. Although there is no alliance
, in case of damage from the transactions made on behalf of the BUSINESS, the PARTNER who made the transaction will be responsible and will not be able to claim from the other PARTNER due to this damage.
2- All official records of the enterprise such as lease agreement, tax registry, municipality, insurance and trade registry records are in the name of the PARTNERS. The center of activity of the BUSINESS is at……………….address.
3- The PARTNER shall represent the BUSINESS ………………. against all official authorities and third parties in terms of
decisions made by unanimous decision and the usual transactions ………………. in the execution of daily activities. In other cases, this PARTNER has no representation authority and is personally responsible for the transactions made without authorization.
4- The debts arising from the daily activities of the BUSINESS and all expenses such as rent, electricity, water, telephone, insurance premium, all taxes, duties and fees, etc. shall be paid on time by ………………., which is authorized to represent. If these payments are not made on time, the other PARTNER ………………. shall not be responsible for all additional payments arising under the name of penalty, increase and interest.
5- In addition to the normal accounting records of the BUSINESS, monthly income-expenditure, input-output records shall be kept in a way to enable monitoring of the entire activity and shall always be available for inspection.
6- Violation of the provisions of this section constitutes a breach of contract. In this case, the other PARTNER may terminate the contract at the end of this period by giving an appropriate deadline for the performance of the transactions that can be corrected and fulfilled and notifying the other PARTNER.
ARTICLE 7- ALLOCATION OF PROFIT AND LOSS
1- Participation in profit and loss is in proportion to the shares of the PARTNERS.
2- On the last day of each same period, the financial portrait of the BUSINESS for the activities of that period is drawn up. On this date, the participation in profit and loss as written in Article 1 may be actually applied or may be transferred to the next period. The same method is applied in the calculation to be made at the end of the year for the one-year period.
ARTICLE 8- PROHIBITION OF TRANSFER AND EXCEPTION
One of the PARTNERS may not transfer or assign his/her partnership share without the written consent of the other PARTNER. Other behavior is a breach of contract and a reason for termination.
ARTICLE 9- TERMINATION OF PARTNERSHIP, TERMINATION AND DISSOLUTION
1-The contract shall terminate automatically at the end of the term.
2- If the parties wish to continue their PARTNERSHIP in this BUSINESS, they will make a new partnership agreement.
3- The seizure of the goods subject to partnership due to the personal debt of one of the PARTNERS is the reason for the termination of the contract without notice. If the PARTNER who caused the seizure of the goods of the enterprise due to his/her personal debt does not solve the problem by removing the restriction within one month and in any case before the enterprise goods are actually seized, the partnership share passes to the other PARTNER.
4- In case of any kind of termination, the partnership shall be liquidated by making a profit and loss account within one month following the termination, a protocol regarding this liquidation shall be prepared and the transactions regarding the closure and liquidation before all official authorities shall be completed within the same period. The PARTNER who violates this provision shall pay a penalty of ……… USD.
5- In case of agreement, each of the PARTNERS may transfer his/her share to the other partner.
6- In case of termination or dissolution of the partnership, liquidation procedures will be carried out together. The outstanding debts of the enterprise shall be paid first. For the debts that are not due, a share will be allocated and one of the PARTNERS will undertake according to the agreement. Then the assets of the company will be removed. Cash assets will be liquidated as explained in the section
allocation of profit and loss. Other assets will be shared or transferred to ………………. in return for the share price after the market values are determined.
ARTICLE 10-JURISDICTION
In disputes that may arise within the scope of this agreement, ………….. local courts are authorized.
ARTICLE 11- LEGAL PROVISION
In cases where there is no provision in this contract, the provisions of the Code of Obligations regarding ordinary companies shall apply.
ARTICLE 12- FIXTURES OF THE BUSINESS
The fixtures of the BUSINESS are those written in the commercial books and records on the date of the contract, and if a separate list of them is made, it shall be an integral part of this contract. In case a list is made, if there are fixtures that are not yet recorded in the commercial books but have been included in the list, they are also the fixtures of the BUSINESS. This contract has been drawn up and signed in duplicate………/……./…..