How Should We Formulate The Agreement On Dormant Partnership?

Text:

Dormant partnership agreement

Dormant partnership agreement

A dormant partner is a well-known business person who is a well-known business person.

The first is that the first party shall open the business of the first party, the first, the second, the third, the third, the third, the third, the third, the third, the third, the third, the third, the third, the third, the third and the third. The total amount of capital is RMB.

Second party B shall invest RMB yuan, yuan, yuan, and Yuan after the completion of the investment.

Article third party A shall issue a list of loans for property list at the end of each business year, and the business profit and loss statement shall be delivered to Party B for verification.

When the fourth article is checked, if Party B finds any doubtful points, he can go to the firm to check his partner's account book and check his affairs and property status.

Fifth profits and losses of this dormant partnership shall be distributed according to the proportion of partnership contribution.

The distribution of the profits of the sixth preceding articles shall be paid by Party A within five days after the calculation of profits and losses, and the allotment money that has not yet been paid may be increased by Party B.

The seventh article is about the execution of business affairs of the company, and Party B shall not participate in the execution of the business.

However, Party B must consult the account book of the partnership at any time and check its affairs and property status.

During the period of the eighth dormant partnership, if the loss is less than half of its capital, Party A shall notify Party B, and Party B can terminate the agreement.

Ninth Party A and Party B's capital should be calculated in proportion to the ratio of one party to another.

The tenth effective period of this dormant partnership is from January to December.

Article eleventh if Party B fails to terminate the agreement in the middle of the event, the party shall terminate the agreement at the end of the year, but notify party a two months ago.

Twelfth article

At the time of termination, Party A shall return the capital amount paid by Party B and pay the due benefits. However, the capital loss due to losses will only have to return the remaining amount.

The thirteenth capitals, such as those between the two parties, will be terminated by agreement if they are unfortunate.

And Party A intends to continue to operate, and Party B is not willing to re invest to join, Party A shall not refuse.

The fourteenth party, Party A, should notify Party B if it wants to sell the business to other people in the middle of the road. If Party B is willing to accept the price in time, Party B should give the party a first refusal.

Article fifteenth if Party A violates the preceding clause or because Party B is unwilling to accept the assignment, the shares of the company shall be pferred to others, and the date of pfer is the date of termination of this agreement.

Sixteenth Party A may terminate the agreement if it fails to observe the agreement.

The seventeenth item not specified in this agreement is governed by the general principles of the civil law or the relevant laws and regulations.

This agreement is made in two copies, each party holding one copy.

Famous business person (Party A):

Person in charge: the first person in charge of the project is:

Address: the address of the people's Republic of China.

Dormant partner (Party B):

Address: the address of the people's Republic of China.

This is the year of the year.

The so-called dormant partnership refers to one party's contribution to the production and operation of the other party, not participating in the actual economic activities, while sharing the business interests, and assuming only the amount of capital contribution to bear the liability for loss.

One of the contributive parties is called a dormant partner; the one who makes use of the capital contribution of the dormant partner to carry out economic activities in his own name is called a famous business person.

Dormant partnership contract - text

A contract by which the parties agree that one party (dormant partner) will invest in the business of the other party (the well-known business person) and share the profits.

Investors can not share the losses (such as German Commercial Law) or assume responsibility for loss only in the form of capital contribution.

Dormant partnership contract is a form of partnership between people with business competence and those with capital.

Because in the period of Rome, the church forbid borrowing money to earn interest, merchants borrowed money.

And later developed into a dormant partnership.

In feudal China, with the end of "four people", such as businessmen, peasants, workers and businessmen, investors were reluctant to make public appearances, and at the same time, they were afraid to take the risk of unlimited liability and take the form of dormant partnership.

Although the revised French Civil Code of 1978 has a special partnership in the third chapter of the ninth chapter, it actually refers to the general partnership which is not registered and has no legal person qualification (see partnership contract), which is not the same as the dormant partnership generally referred to.

The difference between dormant partnership and general partnership is as follows: (1) the property invested by dormant partners must be pferred to the well-known business person, and it is owned by the well-known business owner; the property of the general partnership is shared by all partners.

(2) in the dormant partnership, the rights and obligations of the dormant partner and the famous business operator are different. The partners of the dormant partner do not carry out the partnership business. His responsibilities are limited. In the general partnership, the rights and obligations of the partners are the same. In principle, they have the rights and obligations to carry out the partnership business, and are held unlimited liability for partnership debts.

3. The dormant partnership contract is usually terminated by the death, bankruptcy or declared inability of the well-known business person (see natural person); in ordinary partnership, these events are only the reasons for the withdrawal of the partner, and the partnership contract will continue to take effect.

Besides,

It is very similar to the two companies (see company law), but the two companies are legal persons, the property of the company belongs to the company, and all shareholders are only indirect co owners. The dormant partnership is not the independent right owner, whose property is all known as the business owner. The shareholders of the two companies are famous. In the dormant partnership, the dormant partner is not known, only the famous business person is famous.

As for the dormant partnership, the contributor only shares the profits without paying the loss. In essence, it should be conditional on the remuneration of the paid consumer loan (see the loan contract) or the lease contract, only with the profits of the partnership being shared.

In case of insufficient payment of partnership property, the creditor has no right to request the share of the dormant partner.

Although the dormant partner does not participate in the execution of the business, he has a stake in the profits and losses of the partnership. Therefore, he has the right to inspect the partnership business and property status. This right shall not be deprived by special agreement.

Other matters may generally be governed by the relevant provisions of general partnership.