In life, many people will choose to partner with relatives and friends to start a business, which not only saves money and effort, but also shares risks, but at the beginning they are always full of enthusiasm and confidence, but in the end they are unhappy and even maybeFrom partner to enemy。How can we achieve win-win cooperation and not let the "small boat" of partnership overturn?Common problems and precautions in partnershipsFind out!
Partnership FAQs
1. Execution of partnership affairs
Ask. A partner can only be responsible for capital contributionsNot involved in actual operationsIs it?
Answer. OK. In general, partnership affairs are carried out jointly by all partners. However, it may also be in accordance with the provisions of the partnership contract or the decision of all partnersEntrust one or more partners to carry out the affairs of the partnership；The other partners no longer carry out the affairs of the partnership, but have the rightSupervise the execution of the ** situation
Ask. Partners have rights if they are not involved in the actual operationView detailed financial accounting reports?
Answer. Yes. Partners who are not involved in the actual operationThere is the right to supervise,The right to view financial reports and other materials;The partners who are responsible for the actual operation have to other partnersDisclose truthfullyObligations on the business status of the partnership.
In addition, if the partners separately perform the affairs of the partnership, the executive partner may perform the affairs of the other partnersRaise an objection；After raising an objection, the other partners shall:PauseThe execution of the transaction.
2. Capital contribution and transfer
Ask. Can the partners toContribution to fixed assets
Answer. In each partnerConsensusIn the case of the partnership, the specific method and amount of capital contribution may be agreed in the partnership contract, and the partners shall perform the capital contribution obligations in accordance with the manner agreed in the contract. Partners can use:Contributions in money, in kind, intellectual property rights, land use rights or other property rights, which can also be usedLabor contributions(except for limited partners).
Ask. Partners transfer their share of property, requiredWith the consent of the other partnersIs it?
Answer. in partnership contractsThere are no special conventionsIn the case of partnersInternal TransfersIn the case of a share in all or part of the property in the partnershipNo, you don'tAll partners unanimously agree, but the other partners shall be notified.
If a partnerExternal Transfersits share in whole or in part of the property, inThere are no special conventionsIn the case of other partnersUnanimous
3. Profit distribution and debt assumption
Ask. How about the partners beforeDistribute benefits and share risks
Answer. The distribution of profits and losses of the partnership shall be carried out in accordance withAgreements in the partnership contractTransact; If there is no agreement in the partnership contract or the agreement is not clear, the partners shall applyNegotiationDecision; If the negotiation fails, the partners shall be satisfiedAccording to the proportion of paid-in capital contributionallocation, sharing; If the proportion of capital contribution cannot be determined, the partners shall be involvedDistribute and share equally
4. Termination of the partnership contract
Ask. PartnerWithdrawing without permissionIs there any liability for compensation?
Answer. Partnership AgreementAgree on the duration of the partnershipDuring the existence of the partnership, there are any of the following circumstancesPartners can withdraw from the partnership
The reason for withdrawal stipulated in the partnership agreement appears;
With the unanimous consent of all partners;
the occurrence of reasons for the partners to continue to participate in the partnership;
The other partners have seriously violated their obligations under the partnership agreement.
If the partner does not withdraw from the partnership for the above reasons, it will be constitutedIllegal withdrawalCompensation should be madeThe resulting losses to the partners.
Ask. There are no conventionsPartnership term, yesCancel at any timePartnership contract?
Answer. OK. If the partners have not agreed on the term of the partnership or the agreement is not clear, and the partners fail to reach an agreement on the negotiation and supplementation of the partnership term, it shall be deemed to beOccasional partnerships, partners canCancel at any timeIndefinite partnership contract, but should beReasonable notice before the noticeOther Partners.
Partnership Considerations
Good partnershipIn order to achieve win-win cooperation, as the saying goes, "brothers settle accounts", no matter how good the relationship is, the legal risks of partnership must be prevented in advance! Partners need to pay attention to the following:
1. Sign a written contract
The partners should beSign a written partnership agreementThe content of the contract should be as much as possiblePerfection and clarity, the method of capital contribution, the amount of capital contribution, the payment period, the term of the partnership, how to execute the partnership affairs, the profit distribution of the partnership, the sharing of losses, the exit mechanism of the partnership, etcThe main terms are clearly agreed
Note:The rights and obligations will be different depending on the partnership matters, so the partnership contractDon't just use templates, it is recommended to hireLegal professionalsOnly by customizing the partnership agreement according to its own needs, improving the terms, identifying loopholes, and preventing risks can we better protect the rights and interests of each partner.
2. Establish and improve the financial system
In an individual partnership, the parties often keep accounts arbitrarily, various financial statements and other documents are not standardized and unclear, coupled with the partners' usual negligence in management and supervision in a timely manner, the real financial situation is difficult to ascertainCause suspicion and even disputes between partners.
It is recommended to carry out matters that are prone to disputes, such as what kind of voucher to choose and what kind of procedure to go through to enter the accountWritten clearly, pay attention in the course of operationKeep it safeRelevant financial vouchers, and regular reconciliation, if necessaryHire a financial professionalBookkeeping. In addition, partners who are not directly involved in the management of business are requiredRegularly monitor and supervise the execution of partnership affairslest you be suspicious.
3. Timely liquidation of the termination of the partnership
When the partnership is terminated,The surplus should be distributed in a timely manner, and the debts should be repaid in a timely mannerAnd the settlement results are fixed to reduce the occurrence of disputes. InExternal debtThe partnership shall first pay off its debts with all its property, and if the general partnership is unable to pay off the debts due, the partners shall bear themUnlimited joint and several liability
It is suggested that the partnership agreement could stipulate the partnership between the partnersProportion of debt, the partner who repays the debts of the partnership in excess of the amount he should bearThe right to recover from the other partners.
For more legal issues, it is recommended that you join Jiangxi Legal Insurance Network (Shouxin Guolu).Under the guidance of professional legal counsel, we will conduct in-depth risk investigation of partnership operations, review and determine the exclusive partnership agreement, prevent in advance, and better protect rights and interests; If a dispute arises in the partnership, under the guidance of professional legal counsel, you can also collect pre-litigation evidence and write a complaint, so as to get twice the result with half the effort and protect your rights and interests faster.