A written partnership agreement (deed of partnership) saves partners from most of the disputes we see in business: unclear profit share, one partner taking out money, or a deadlock after a partner dies. Below is a sample partnership deed for a three-partner business in Bangladesh. Replace the placeholders with your own details and adjust the clauses to your business.
DEED OF PARTNERSHIP AGREEMENT
THIS DEED OF PARTNERSHIP is made on the 1st day of January, 2022 of the Christian Era.
BETWEEN
[PARTNER NAME], Date of Birth [__.__.____], Son/Daughter of [Father’s Name], Address – [Address], by faith [__], by occupation Business, by nationality Bangladeshi, Bangladesh National ID #……………………….., (Which Expression shall includes his hears, successors, legal representatives, administrator and assigness) hereinafter called the partner of the 1st part of PARTNER share of 33.33%.
A N D
[PARTNER NAME], Date of Birth [__.__.____], Son/Daughter of [Father’s Name], Address – [Address], by faith [__], by occupation Business, by nationality Bangladeshi, Bangladesh National ID #……………………….., (Which Expression shall includes his hears, successors, legal representatives, administrator and assigness) hereinafter called the partner of the 2nd part of PARTNER share of 33.33%. .
A N D
[PARTNER NAME], Date of Birth [__.__.____], Son/Daughter of [Father’s Name], Address – [Address], by faith [__], by occupation Business, by nationality Bangladeshi, Bangladesh National ID #……………………….., (Which Expression shall includes his hears, successors, legal representatives, administrator and assigness) hereinafter called the partner of the 3rd part of PARTNER share of 33.33%.
A N D
NOW THIS DEED OF PARTNERSHIP WITHNESSETH and it is mutually agreed that the said Partner do hereby become partners upon the following terms and condition:
That the aforesaid Partnership business shall be deemed to have commenced on and from the date of 1st January, 2022, under the name and style [FIRM NAME].
- That the office of the firms shall be located at Banani, Dhaka, unless the sum is shifted to some other places for the convenience of the business by mutual consent of the all partners.
- That the nature of Business of the aforesaid firms as under :- [Nature of business, for example wholesale of software goods].
- That the usual Books of Accounts shall be maintained and keep at the office of the firm under the supervision of the first party and the others partner shall have access to the books at all reasonable times with right to take copies thereof whenever necessary.
- That the account shall opened in any schedule Bank in the name of the firm and any two partner of the partnership business shall operate bank account on behalf of the firm. They shall have right to draw loan from Bank or private parties as and when required by the firm with mutual understanding.
- That the partnership shall be a PARTNERSHIP AT WILL and the same will continue as long as the partners desire under the share of firsty 33.33%, Second party’s are 33.33 and Third parties as 33.33 total invest money is Tk. 90,00,000/= (Taka Ninety lac), if require any Extra cash capital then will be invest as per all partners mutual understanding.
- That in case any partner wants to retire from the business he shall have to give 3(three) month’s notice in writing and no partner shall be entitled to dispose off his share to any outsider with out the permission of the other partners.
- That on the death of any partner his legal and lawful successor may stapes into the shares of such deceased partner without disturbing the partnership business.
- That any of the terms of the aforesaid partnership may be varied, altered or changed to suit and serve the best interest of the partners whice may be implied from conduct or expressed in writing.
- That the business shall be carried on as long as possible and should one of the partners die during the continuance of the business, the surviving shall be entitle to carry on business with obligation of automatic option of the legal hears of the deceased partners with the duties and liabilities of the taken.
- That all partners for which no Provision has been made in this deed of partnership Agreement shall be governed by the Partnership Act, 1932 as applicable in Bangladesh.
- That we do hereby further mentioned that all the partners shall be the partner of the firm.
This deed of partnership is completed in 8 stamp paper and has been executed in the presence pf the following witnesses.
Witnesses:
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Key clauses every partnership deed should have
| Clause | Why it matters |
|---|---|
| Name, address and nature of business | Defines what the firm can and cannot do |
| Capital and profit-loss ratio | Prevents disputes on who invested what and who gets what |
| Bank account operation | Two-signature rule protects against one partner withdrawing money alone |
| Books of accounts | Gives every partner the right to inspect the accounts |
| Retirement and new partner | Sets notice period and bars sale of a share to outsiders without consent |
| Death of a partner | Says whether the heirs join the business or are paid out |
| Dispute resolution | Arbitration clause avoids long court cases |
Register the firm with the Registrar of Joint Stock Companies and Firms (RJSC). Under section 69 of the Partnership Act, an unregistered firm cannot sue a third party to enforce a contract, which can leave you without a remedy when a customer does not pay.
Documents needed to make and register a partnership deed
- Non-judicial stamp paper for the deed
- National ID and photographs of all partners
- Trade licence or application for trade licence
- Office address proof or rent agreement
- Bank account opening documents in the firm’s name
- RJSC registration form and fee, if registering the firm
- TIN certificate of the firm and partners
Partnership agreement: frequently asked questions
Is it mandatory to register a partnership firm in Bangladesh?
Registration is optional, but an unregistered firm cannot sue third parties to enforce its contracts under section 69 of the Partnership Act, 1932. Registering with RJSC is strongly advisable.
What happens to the partnership when a partner dies?
Unless the deed says otherwise, a partnership at will is dissolved on the death of a partner. A clause allowing the heirs to step in keeps the business running.
Can a partner sell his share to an outsider?
Not without the consent of the other partners. A good deed says this clearly, as in clause 6 of this sample.
How is a partnership dispute resolved?
First under the dispute clause of the deed, usually arbitration. Otherwise a partner can file a suit for dissolution and accounts in the civil court.
To draft a partnership deed or register a firm, speak directly with a lawyer: +880 1675881964 or book an appointment.
