Business Partnership Agreement Template Nz

GENERAL PARTNERSHIP AGREEMENT

DOCUMENT CONTROL DETAILS

• Document ID: GPA-NZ-2025-V1
• Effective Date: [Effective Date]
• Version: 1.0 (Production / Final)
• Governing Jurisdiction: New Zealand (Partnership Act 2019)

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STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT NOTICE: THIS AGREEMENT CREATES LEGALLY BINDING OBLIGATIONS AND SIGNIFICANT FINANCIAL AND LEGAL LIABILITIES FOR EACH PARTICIPATING PARTY. UNDER THE LAWS OF NEW ZEALAND, SPECIFICALLY THE PARTNERSHIP ACT 2019, PARTNERS ARE GENERALLY JOINTLY AND SEVERALLY LIABLE FOR ALL DEBTS AND OBLIGATIONS INCURRED BY THE PARTNERSHIP. THIS DOCUMENT DOES NOT CONFER LIMITED LIABILITY STATUS. IF THE PARTIES INTEND TO LIMIT THEIR PERSONAL EXPOSURE, THEY MUST ESTABLISH A LIMITED PARTNERSHIP PURSUANT TO THE LIMITED PARTNERSHIPS ACT 2008 OR INCORPORATE A PRIVATE LIMITED COMPANY PURSUANT TO THE COMPANIES ACT 1993. INDEPENDENT LEGAL, FINANCIAL, AND TAX ADVICE SHOULD BE OBTAINED PRIOR TO THE EXECUTION OF THIS AGREEMENT.

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PARTIES

This General Partnership Agreement (the "Agreement") is entered into on [Effective Date] (the "Effective Date") by and between:

1. [Partner 1 Full Legal Name], New Zealand Business Number (NZBN) or Individual IRD Number: [Partner 1 NZBN or IRD], residing at or having its registered office at [Principal Address] ("Partner 1"); and

2. [Partner 2 Full Legal Name], New Zealand Business Number (NZBN) or Individual IRD Number: [Partner 2 NZBN or IRD], residing at or having its registered office at [Principal Address] ("Partner 2");

(together with any additional Persons admitted to the Partnership in accordance with the terms hereof, collectively referred to as the "Partners", and each individually as a "Partner").

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RECITALS

WHEREAS: A. The Partners desire to associate themselves as general partners in a general commercial partnership governed by the laws of New Zealand, operating under the statutory framework of the Partnership Act 2019; B. The Partners intend to establish and carry on a business in common with a view to profit under the terms, covenants, representations, warranties, and conditions hereinafter set forth; and C. The Partners desire to define exhaustively their respective capital contributions, operational responsibilities, profit and loss allocations, governance and decision-making procedures, restraints of trade, dispute resolution processes, and exit mechanisms.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTNERS AGREE AS FOLLOWS:

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1. FORMATION, NAME, PURPOSE, AND DURATION

1.1 Formation

The Partners hereby associate and establish a general partnership pursuant to the Partnership Act 2019 (New Zealand) (the "Partnership"). Except as expressly modified or excluded by the express provisions of this Agreement, the rights, duties, and statutory obligations of the Partners shall be governed by the Partnership Act 2019.

1.2 Partnership Name

The business of the Partnership shall be conducted exclusively under the legal trading name: [Insert Partnership Legal Trading Name] (the "Partnership Name"), or such other trading or assumed name as may be determined by unanimous written resolution of the Partners. The Partners shall procure that any required business name registrations, domain registrations, or regulatory notifications are maintained with the appropriate New Zealand authorities.

1.3 Nature and Purpose of the Business

The sole and exclusive purpose of the Partnership shall be to engage in, carry out, and operate the commercial business of: [Insert Detailed Description of Business Operations and Scope of Services] (the "Business"), and to engage in any and all activities necessary, incidental, convenient, or proper to advance the Business, and no other business or enterprise without the prior unanimous written consent of all Partners.

1.4 Principal Place of Business and Registered Office

The principal place of business and primary administrative office of the Partnership shall be situated at: [Principal Address, New Zealand], or at such other physical address within New Zealand as the Partners may mutually determine in writing from time to time.

1.5 Term and Duration

The Partnership shall commence on the Effective Date and shall continue indefinitely in full force and effect until terminated, dissolved, and liquidated pursuant to the express provisions of Section 11 or Section 12 of this Agreement, or as otherwise mandated by non-derogable New Zealand statutory law. The automatic dissolution provisions set out in sections 39 to 44 of the Partnership Act 2019 are expressly modified and displaced by the specific terms of this Agreement to the maximum extent permitted by law.

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2. CAPITAL CONTRIBUTIONS, ACCOUNTS, AND FINANCING

2.1 Initial Capital Contributions

On or before [Initial Capital Due Date, e.g., five (5) Business Days following the Effective Date], each Partner shall contribute to the Partnership capital the initial cash sums or dedicated unencumbered assets set forth below:

• Partner 1: Initial cash contribution of NZD $[Amount in NZD] representing an initial partnership interest of [Partner 1 Percentage, e.g., 50]%.
• Partner 2: Initial cash contribution of NZD $[Amount in NZD] representing an initial partnership interest of [Partner 2 Percentage, e.g., 50]%.

All cash contributions shall be deposited immediately into the designated Partnership Bank Account. If a contribution consists of non-cash assets, such assets shall be clearly identified in a detailed schedule signed by all Partners, accompanied by an agreed independent commercial valuation.

2.2 Maintenance of Capital Accounts

An individual capital account (each, a "Capital Account") shall be maintained on the books of the Partnership for each Partner. The Capital Account of each Partner shall be: (a) Credited with: the amount of all cash and the fair market value of all property contributed by that Partner to the Partnership capital (net of any liabilities secured by such contributed property that the Partnership is considered to assume or take subject to); and that Partner’s allocated distributive share of Net Profits; and (b) Debited with: the amount of cash and the fair market value of any property distributed to that Partner by the Partnership (net of liabilities secured by such distributed property that such Partner assumes or takes subject to); and that Partner’s allocated distributive share of Net Losses.

2.3 Additional Capital Calls

No Partner shall be obligated or permitted to make additional capital contributions to the Partnership unless such additional capital call is approved by unanimous written agreement of all Partners. When an additional capital call is approved, each Partner shall have the pre-emptive right and duty to contribute an amount proportionate to their respective partnership percentage within twenty (20) Business Days of the written call notice.

If any Partner fails to satisfy an approved capital call, the non-defaulting Partner(s) may, without prejudice to any other remedies: (a) advance the deficit amount as a subordinated loan to the Partnership accruing interest at a commercially reasonable rate of [Interest Rate, e.g., 8]% per annum, repayable from the first available Partnership distributions; or (b) contribute the deficit amount as an equity capital contribution, in which case the partnership interests and profit-sharing ratios shall be adjusted and diluted pro-rata based on the revised cumulative capital balances.

2.4 No Interest on Capital; No Right of Withdrawal

No Partner shall be entitled to receive interest on their Capital Account balance. No Partner shall have the right to withdraw, demand, or reduce any part of their Capital Account, or demand partition of Partnership assets, except upon the mutual written agreement of all Partners or upon the formal liquidation and winding up of the Partnership in accordance with Section 12.

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3. PROFITS, LOSSES, DISTRIBUTIONS, AND TAXATION

3.1 Allocation of Net Profits and Net Losses

Subject to the provisions of this Section 3, the Net Profits and Net Losses of the Partnership (determined in accordance with generally accepted accounting principles applicable in New Zealand ("NZ GAAP") consistently applied) arising in respect of each Financial Year shall be shared and allocated between the Partners strictly in proportion to their respective Partnership Percentages:

• Partner 1: [Profit/Loss Share Percentage, e.g., 50]%
• Partner 2: [Profit/Loss Share Percentage, e.g., 50]%

3.2 Distributions and Working Capital Reserves

(a) Distributions of cash or property shall be made to the Partners only at such times and in such aggregate amounts as all Partners unanimously resolve in writing, having regard to the operational, expansion, and capital expenditure needs of the Partnership. (b) Prior to any distribution, the Partners shall calculate and retain adequate cash reserves for working capital, anticipated liabilities, contingent claims, and statutory taxes. (c) No distribution shall be declared or paid if, immediately after the distribution, the Partnership would be unable to pay its debts as they become due in the normal course of business (satisfying the solvency principle).

3.3 Partner Drawings

No Partner shall make drawings against their anticipated share of Net Profits without the express prior written approval of all Partners. Any drawings so permitted shall be deemed a non-interest-bearing advance against that Partner's distributive share of Net Profits for the relevant Financial Year. If at the conclusion of a Financial Year a Partner's cumulative drawings exceed their actual allocated share of Net Profits, such Partner shall repay the excess deficit to the Partnership within twenty (20) Business Days of the finalisation of the annual accounts.

3.4 Goods and Services Tax (GST) and IRD Reporting

(a) The Partnership shall register for Goods and Services Tax (GST) pursuant to the Goods and Services Tax Act 1985 (NZ) if its gross turnover exceeds or is anticipated to exceed the statutory threshold of NZD $60,000 per annum (or such other threshold as prescribed by law). (b) The Partners acknowledge that the Partnership itself is not an incorporated taxable entity for New Zealand income tax purposes. The Partnership shall obtain a Partnership IRD Number, file annual Partnership Income Returns (Form IR7) with the Inland Revenue Department (IRD), and allocate the taxable income, deductions, and tax credits to the individual Partners via IR7P schedules. Each Partner shall be solely and personally responsible for the reporting and payment of their respective income tax, provisional tax, ACC levies, and student loan obligations arising from their allocated share of Partnership net income.

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4. MANAGEMENT, GOVERNANCE, AND VOTING

4.1 Day-to-Day Management and Mutual Agency

Except as otherwise restricted under Section 4.2 or elsewhere in this Agreement: (a) Each Partner shall have equal rights in the management and conduct of the Business in the ordinary course. (b) Subject to the specific limitations below, each Partner is an agent of the Partnership and the other Partners for the purposes of the Business of the Partnership pursuant to section 13 of the Partnership Act 2019. (c) Each Partner shall devote their substantial time, skill, attention, and fidelity to the diligent operation and success of the Partnership Business.

4.2 Reserved Matters (Unanimous Consent Required)

Notwithstanding anything to the contrary in this Agreement, no Partner shall have the unilateral authority, power, or right to commit, bind, or obligate the Partnership or the other Partners in respect of any of the following matters (each, a "Reserved Matter") without the prior unanimous written consent of all Partners:

1. Capital Commitments: Incurring any single capital expenditure, operational expense, or financial liability exceeding NZD $[Threshold, e.g., 5,000], or entering into an aggregate series of related transactions exceeding NZD $[Aggregate Threshold, e.g., 10,000];
2. Borrowing and Guarantees: Borrowing funds, executing mortgages, debentures, general security agreements (GSAs), or encumbering any Partnership asset, or guaranteeing the debt or performance of any third party;
3. Contracts and Leases: Entering into, materially amending, or terminating any contract or commercial lease that has a term exceeding twelve (12) months or a financial commitment exceeding NZD $[Threshold, e.g., 10,000];
4. Disposal of Assets: Selling, transferring, leasing, licensing, or otherwise disposing of any material asset, goodwill, or Intellectual Property belonging to the Partnership outside the ordinary course of retail/commercial trade;
5. Litigation: Commencing, defending, settling, releasing, or compromising any legal proceeding, regulatory action, arbitration, or material dispute where the amount in dispute exceeds NZD $[Threshold, e.g., 2,500];
6. Personnel: Hiring, engaging, dismissing, or materially modifying the remuneration of any employee, independent contractor, or professional advisor of the Partnership;
7. Admission and Transfer: Admitting any new Partner or consenting to the transfer, encumbrance, or assignment of any Partnership interest;
8. Statutory Structural Changes: Altering the nature or scope of the Business, changing the Partnership Name, or converting the Partnership to a limited partnership or limited company;
9. Compounding Debts: Releasing or compounding any debt owing to the Partnership exceeding NZD $[Threshold, e.g., 1,000].

Any act, contract, or instrument undertaken or executed in violation of this Section 4.2 shall be deemed ultra vires and shall constitute a material breach of this Agreement, rendering the defaulting Partner solely liable to indemnify the Partnership and the non-defaulting Partner(s) against all losses, damages, claims, and expenses arising therefrom.

4.3 Banking Mandate and Authorisations

(a) All funds of the Partnership shall be deposited into a designated, segregated Partnership trading bank account maintained with a registered New Zealand trading bank (such as ANZ, ASB, BNZ, Westpac, or Kiwibank) in the formal name of the Partnership. (b) All withdrawals, transfers, payments, promissory notes, and cheques drawn upon the Partnership bank account exceeding the value of NZD $[Threshold, e.g., 1,000] shall require the dual dual-signatory digital authorisation or written signatures of both Partners.

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5. ACCOUNTING, RECORDS, AND AUDIT RIGHTS

5.1 Financial Year

The financial and fiscal year of the Partnership (the "Financial Year") shall commence on the 1st day of April in each calendar year and terminate on the 31st day of March of the immediately following calendar year, corresponding to the standard New Zealand tax year, unless changed by unanimous written resolution of the Partners and approved by the IRD.

5.2 Books and Records

The Partners shall ensure that proper, accurate, and complete books of account and financial records are kept in accordance with NZ GAAP and the Tax Administration Act 1994. The records shall faithfully record all monies received and expended, all sales and purchases of goods and services, all assets, credits, and liabilities of the Partnership, and all other transactions relevant to the Business.

5.3 Location and Inspection Rights

The books, accounts, legal agreements, and corporate records of the Partnership shall be kept securely at the Principal Place of Business or hosted on a reputable, encrypted enterprise cloud platform (e.g., Xero). Each Partner, along with their authorised legal counsel or Chartered Accountant, shall have the unfettered right to inspect, examine, review, and make copies of such books and records at all reasonable times during normal business hours.

5.4 Annual Financial Statements

Within ninety (90) days following the conclusion of each Financial Year, the Partners shall cause an annual balance sheet, profit and loss statement, statement of cash flows, and Partner Capital Account summaries to be prepared by a qualified, independent Chartered Accountant (CA ANZ). Once approved and signed by all Partners, such financial statements shall be binding and conclusive upon the Partners, save for manifest clerical or mathematical error discovered within ninety (90) days of execution.

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6. INTELLECTUAL PROPERTY RIGHTS

6.1 Definition of Intellectual Property

For the purposes of this Agreement, "Intellectual Property" means all intellectual, industrial, and commercial property rights anywhere in the world, whether registered or unregistered, including all patents, patent applications, trade marks, trade mark applications, service marks, copyright, registered designs, design rights, software, source code, object code, trade secrets, confidential technical processes, know-how, domain names, customer lists, and proprietary databases.

6.2 Pre-Existing Background IP

Each Partner retains exclusive, individual ownership of any Intellectual Property created, owned, or acquired by that Partner prior to the Effective Date or developed entirely independently of the Partnership without reference to or use of Partnership resources or Confidential Information ("Background IP").

Each Partner grants to the Partnership a non-exclusive, royalty-free, New Zealand-wide licence to use, execute, reproduce, and display their respective Background IP solely to the extent necessary for the ongoing operation of the Business during the term of this Agreement.

6.3 Developed Partnership IP (Work Made for Hire)

All Intellectual Property created, invented, authored, developed, or reduced to practice by any Partner, employee, or agent of the Partnership, either individually or collaboratively, in the course of carrying out the Business, utilizing Partnership assets, or pursuant to this Agreement ("Partnership Developed IP"), shall immediately vest in and be the sole, unencumbered property of the Partnership.

To the extent that title to any Partnership Developed IP does not automatically vest in the Partnership by operation of law, each Partner hereby irrevocably assigns, transfers, and conveys to the Partnership all right, title, and interest in and to such Partnership Developed IP, including all statutory rights of action, damages, and remedies for past, present, and future infringements. Each Partner irrevocably waives all moral rights arising under the Copyright Act 1994 (NZ) in respect of the Partnership Developed IP.

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7. CONFIDENTIALITY AND DATA PRIVACY

7.1 Confidential Information Defined

"Confidential Information" means all non-public, proprietary, trade-secret, financial, technical, or commercial information disclosed by or on behalf of the Partnership or by one Partner to another, whether orally, in writing, electronically, or by inspection of tangible objects, including business models, marketing strategies, client lists, vendor agreements, pricing formulas, source code, financial projections, and the operational provisions of this Agreement.

7.2 Non-Disclosure Covenants

Each Partner covenants and agrees that, both during the term of this Agreement and perpetually following their withdrawal, retirement, or removal from the Partnership: (a) They shall hold all Confidential Information in the strictest confidence, exercising at least the same degree of care they utilize for their own confidential matters, but no less than a high and reasonable standard of care; (b) They shall not disclose, reveal, publish, or disseminate any Confidential Information to any third party without the prior written approval of all other Partners, except to professional advisors (legal, accounting) who are under a professional obligation of confidentiality; (c) They shall not use, exploit, or duplicate any Confidential Information for their personal benefit or for the benefit of any third-party competitor.

7.3 Exclusions

The obligations of confidentiality under Section 7.2 shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement by the receiving Partner; (b) is received lawfully from a third party who has no direct or indirect duty of confidentiality; or (c) is required to be disclosed by operation of law, court order, or regulatory agency (including the IRD), provided that the receiving Partner provides prompt prior written notice to the other Partners to enable them to seek a protective order.

7.4 Privacy Act 2020 Compliance

The Partners shall ensure that all personal data, client information, and employee records collected, stored, processed, or transferred by the Partnership strictly complies with the Information Privacy Principles (IPPs) mandated by the Privacy Act 2020 (New Zealand).

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8. FIDUCIARY DUTIES, NON-COMPETITION, AND NON-SOLICITATION

8.1 Fiduciary Obligations and Good Faith

Pursuant to the Partnership Act 2019 and principles of equity, each Partner owes the highest standard of utmost good faith, loyalty, and fiduciary responsibility to the Partnership and to every other Partner. Each Partner shall account to the Partnership for any benefit, commission, or profit derived by them without the consent of the other Partners from any transaction concerning the Partnership or from any use of the Partnership property, name, or business connections.

8.2 Non-Competition Restraint

Each Partner covenants that, during the term of their participation in the Partnership and for a period of [Restraint Period, e.g., twelve (12) months] following the date on which they cease to be a Partner (for any reason whatsoever): (a) They shall not, directly or indirectly, whether as principal, agent, employee, partner, director, shareholder, consultant, contractor, or financier, carry on, participate in, or assist any commercial enterprise, business, or venture that competes directly with the Business of the Partnership. (b) The territorial scope of this restraint shall be limited to: [Restraint Territory, e.g., the territory of New Zealand / the Auckland and Waikato Regions].

8.3 Non-Solicitation of Clients and Personnel

Each Partner covenants that, during the term of their participation in the Partnership and for a period of [Restraint Period, e.g., twelve (12) months] following their departure: (a) They shall not directly or indirectly solicit, canvas, entice, or induce away from the Partnership any Person who was a client, customer, supplier, or business partner of the Partnership during the twelve (12) months preceding the departure date; and (b) They shall not entice, induce, solicit, or recruit any employee, contractor, or executive of the Partnership to leave their employment or contractual engagement with the Partnership.

8.4 Reasonableness of Restraints

The Partners acknowledge and agree that the geographic, temporal, and subject-matter restraints contained in this Section 8 are fair, reasonable, and necessary to protect the legitimate proprietary business interests, trade secrets, and goodwill of the Partnership. The Partners specifically confer jurisdiction on the High Court of New Zealand under the Contract and Commercial Law Act 2017 (CCLA 2017) to modify, read down, or sever any provision of this Section 8 if held to be unreasonable, without invalidating the remainder.

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9. TRANSFER OF PARTNERSHIP INTERESTS AND ADMISSION OF PARTNERS

9.1 Absolute Prohibition on Assignment

No Partner shall sell, assign, pledge, charge, mortgage, encumber, hypothecate, or otherwise dispose of all or any part of their Partnership interest, Capital Account, or economic rights under this Agreement without the prior unanimous written consent of all other Partners. Any attempt to transfer or encumber an interest in violation of this Section 9.1 shall be null, void, and of no legal effect, and shall constitute a material breach of this Agreement.

9.2 Pre-Emptive Right of First Refusal (ROFR)

If a Partner (the "Transferring Partner") receives a bona fide, arm’s-length written offer from an independent third party to purchase their entire Partnership interest, and wishes to accept such offer: (a) The Transferring Partner must first deliver a written notice (the "Transfer Notice") to the other Partner(s), specifying the identity of the proposed third-party purchaser, the purchase price (payable strictly in cash), and all material terms and conditions. (b) The non-transferring Partner(s) shall have the exclusive pre-emptive right, exercisable within thirty (30) Business Days following receipt of the Transfer Notice, to purchase the entire (but not part of) the Transferring Partner’s interest on the exact commercial terms set out in the Transfer Notice. (c) If the non-transferring Partner(s) decline or fail to exercise their pre-emptive right within the prescribed period, the Transferring Partner may sell their interest to the identified third party at the specified price within sixty (60) days thereafter, subject to the condition precedent that the third party executes a formal Deed of Adherence agreeing to be bound by all terms of this Agreement.

9.3 Admission of New Partners

No Person shall be admitted as an additional or replacement Partner without the unanimous written consent of all existing Partners. Any incoming Partner shall be required, as a condition precedent to admission, to sign a formal Deed of Adherence agreeing to be bound by the terms of this Agreement and making such capital contribution as the existing Partners shall unanimously mandate.

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10. RETIREMENT, EXPULSION, AND INVOLUNTARY DISSOCIATION

10.1 Voluntary Retirement

A Partner may voluntarily retire from the Partnership upon giving not less than [Notice Period, e.g., six (6) months] advance written notice (the "Retirement Notice") to the other Partner(s). The retirement shall take effect at the expiration of the notice period. The remaining Partner(s) shall have the option to purchase the retiring Partner’s Partnership interest in accordance with the buyout procedures set out in Section 11.

10.2 Events of Default and Involuntary Expulsion

A Partner may be immediately expelled from the Partnership by written notice served by the non-defaulting Partner(s) upon the occurrence of any of the following events (each an "Event of Default"):

1. Material Breach: The Partner commits a serious or persistent breach of this Agreement, which (if capable of remedy) is not remedied within twenty (20) Business Days after receipt of written notice requiring remedy;
2. Insolvency / Bankruptcy: The Partner commits an act of bankruptcy under the Insolvency Act 2006, enters into a personal compromise or scheme of arrangement with creditors, has a receiver or liquidator appointed over its assets, or is adjudicated bankrupt;
3. Criminality or Fraud: The Partner is convicted of an indictable criminal offence, fraud, dishonesty, or money laundering, or engages in gross misconduct causing material damage to the reputation or business of the Partnership;
4. Incapacity: The Partner suffers from a documented physical, mental, or legal incapacity that prevents them from performing their essential management duties under this Agreement for a continuous period of more than one hundred and eighty (180) consecutive days;
5. Loss of License: The Partner loses any professional certification, qualification, statutory registration, or licence required to legally perform the Business of the Partnership.

10.3 Effect of Expulsion

Upon service of an expulsion notice under Section 10.2, the defaulting Partner shall immediately cease to have any management authority or right to represent the Partnership, and their Partnership interest shall be compulsorily acquired pursuant to Section 11.

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11. BUYOUT MECHANISMS AND VALUATION

11.1 Exercise of Buyout Option

Upon the voluntary retirement, expulsion, bankruptcy, death, or permanent incapacity of a Partner (the "Outgoing Partner"), the remaining Partner(s) shall have the exclusive right and option (but not the legal obligation) to acquire the entire Partnership interest of the Outgoing Partner, rather than winding up and dissolving the Partnership.

The remaining Partner(s) must exercise this buyout option by serving written notice on the Outgoing Partner (or their legal personal representative) within forty (40) Business Days following the triggering event. If multiple remaining Partners exercise the option, they shall purchase the interest pro-rata to their existing Partnership Percentages.

11.2 Valuation Methodology

The purchase price for the Outgoing Partner's interest shall be determined as follows: (a) The Partners (or the Outgoing Partner’s estate) shall first attempt in good faith to agree upon the fair market value of the Partnership within twenty (20) Business Days of the buyout notice. (b) Failing mutual agreement, the Fair Market Value of the Partnership as a going concern shall be determined by an independent Chartered Accountant (CA ANZ) accredited in business valuation, appointed jointly by the parties, or, failing appointment agreement within ten (10) Business Days, nominated by the President for the time being of the Chartered Accountants Australia and New Zealand (CA ANZ). (c) The independent valuer shall act as an expert and not an arbitrator. The valuation shall calculate the Net Tangible Assets plus goodwill of the Business as a going concern, without applying any minority discount or liquidity discount. The determination of the independent valuer shall be final and binding on all parties. The costs of the independent valuation shall be borne equally by the Outgoing Partner and the acquiring Partner(s). (d) The purchase price payable to the Outgoing Partner shall equal their Partnership Percentage multiplied by the determined Fair Market Value, adjusted for any positive or negative balance in their Capital Account and deducting any outstanding indebtedness owed by the Outgoing Partner to the Partnership.

11.3 Payment Terms and Schedule

Unless otherwise agreed in writing, the acquiring Partner(s) shall pay the total purchase price determined under Section 11.2 to the Outgoing Partner (or their legal personal representative) as follows: (a) Initial Down-Payment: Twenty-five percent (25%) of the total purchase price within thirty (30) Business Days following the final valuation determination; (b) Deferred Balance: The remaining balance shall be paid in twelve (12) equal, consecutive monthly instalments, commencing on the first day of the calendar month following the down-payment, secured by a general security interest over the purchased partnership interest, and bearing simple interest at the official cash rate (OCR) set by the Reserve Bank of New Zealand plus [Interest Margin, e.g., 3]% per annum. (c) The acquiring Partner(s) shall have the right to prepay the balance in whole or in part at any time without penalty.

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12. DISSOLUTION, LIQUIDATION, AND WINDING UP

12.1 Events of Dissolution

The Partnership shall be dissolved, and its affairs wound up, only upon the occurrence of any of the following: (a) The unanimous written resolution of all Partners to dissolve the Partnership; (b) The expiration of the buyout option period under Section 11 without the remaining Partner(s) electing to purchase the Outgoing Partner’s interest; (c) The occurrence of any event that makes it unlawful for the Business of the Partnership to be continued; or (d) An order of dissolution issued by the High Court of New Zealand pursuant to section 42 of the Partnership Act 2019.

12.2 Liquidation Procedure

Upon an event of dissolution, the Partners (or an independent liquidator appointed by unanimous resolution or by the High Court) shall proceed diligently to liquidate the Partnership assets, settle all claims, and wind up the Business. The assets of the Partnership shall be applied and distributed in the following statutory order of priority:

1. Third-Party Creditors: To the payment of all expenses of liquidation and all debts, taxes (including IRD liabilities and GST), and liabilities owed to third-party creditors;
2. Partner Loans: To the repayment of any advances, debts, or subordinated loans made by Partners to the Partnership (other than Capital Account contributions), together with accrued interest;
3. Return of Capital Accounts: To the repayment to each Partner of the positive balance standing in their respective Capital Accounts; and
4. Surplus Residue: Any remaining surplus assets or profits shall be distributed among the Partners in accordance with their respective Partnership Percentages.

12.3 Deficit Capital Accounts

If, upon the completion of final liquidation and asset distribution, any Partner’s Capital Account reflects a negative or deficit balance, that Partner shall be legally obligated to contribute and pay to the Partnership an amount of cash equal to such deficit within twenty (20) Business Days of demand, to ensure all Partnership liabilities and positive Partner accounts are satisfied.

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13. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

13.1 Mutual Representations and Warranties

Each Partner represents and warrants to the other Partner(s) as of the Effective Date that: (a) They have full legal capacity, power, and authority to execute, deliver, and perform this Agreement; (b) The execution and performance of this Agreement does not conflict with, violate, or result in a breach of any other agreement, judgment, court order, or statutory enactment binding upon them; (c) They are not bankrupt, insolvent, subject to a statutory management order, or under any legal disqualification from participating in the management of a business in New Zealand.

13.2 Indemnification

(a) Indemnification by the Partnership: The Partnership shall indemnify each Partner out of the Partnership assets against all personal liabilities, claims, and losses incurred by them in the proper, diligent, and ordinary conduct of the Business of the Partnership, or in preserving the assets or property of the Partnership. (b) Indemnification by a Defaulting Partner: Each Partner shall indemnify and hold harmless the Partnership and the other Partner(s) from and against any and all liabilities, losses, damages, costs, judgments, and legal fees (on a solicitor-client basis) arising directly or indirectly from: (i) any fraud, gross negligence, criminal act, or wilful misconduct committed by such Partner; (ii) any intentional or material breach of this Agreement; or (iii) any contract, guarantee, or obligation executed by such Partner without the requisite authority or unanimous consent required under Section 4.2.

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14. DISPUTE RESOLUTION AND ARBITRATION

14.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, its breach, termination, interpretation, or validity (a "Dispute"), the Partners shall first attempt to resolve the Dispute amicably through prompt, good-faith executive negotiations. Any Partner may commence this process by delivering a formal written notice of dispute (a "Dispute Notice") to the other Partner(s).

14.2 AMINZ Mediation

If the Dispute has not been resolved by direct negotiation within twenty (20) Business Days following the date of the Dispute Notice, the Dispute shall be submitted to formal commercial mediation. The mediation shall be conducted in accordance with the Mediation Rules of the Arbitrators' and Mediators' Institute of New Zealand (AMINZ). The mediator shall be agreed upon by the Partners, or failing agreement within ten (10) Business Days, appointed by the President of AMINZ. The mediation shall take place in [City, e.g., Auckland / Wellington / Christchurch], New Zealand. The costs of the mediation (excluding individual legal costs) shall be borne equally by the disputing Partners.

14.3 Binding Arbitration

If the Dispute is not settled through mediation within thirty (30) Business Days following the appointment of the mediator (or such extended period as the Partners may mutually agree in writing), the Dispute shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration Act 1996 (New Zealand) and the Arbitration Rules of AMINZ. (a) The arbitral tribunal shall consist of a single arbitrator agreed upon by the Partners, or failing agreement, appointed by the President of AMINZ; (b) The seat and legal place of the arbitration shall be [City, e.g., Auckland / Wellington / Christchurch], New Zealand; (c) The language of the arbitral proceedings shall be English; (d) The award of the arbitrator shall be final, conclusive, and binding upon the Partners, and judgment upon the arbitral award may be entered and enforced in the High Court of New Zealand or any other court of competent jurisdiction.

14.4 Urgent Interlocutory Relief

Nothing in this Section 14 shall preclude or restrict any Partner from seeking urgent interlocutory injunctive relief or preservation orders from the High Court of New Zealand to restrain an actual, threatened, or ongoing breach of this Agreement (including breaches of Section 6, 7, or 8).

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15. GENERAL AND BOILERPLATE PROVISIONS

15.1 Governing Law and Jurisdiction

This Agreement, and all matters, disputes, or claims arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed exclusively in accordance with, the laws of New Zealand. Subject to the mandatory dispute resolution procedures in Section 14, the Partners submit to the non-exclusive jurisdiction of the High Court of New Zealand.

15.2 Entire Agreement

This Agreement, together with any written schedules or annexures explicitly incorporated herein, constitutes the entire and comprehensive agreement between the Partners regarding the Partnership. It supersedes and extinguishes all prior oral or written negotiations, representations, warranties, promises, statements, or understandings.

15.3 Amendments and Variations

No amendment, alteration, waiver, or variation of this Agreement shall be valid, enforceable, or binding unless it is made in writing and executed by all Partners with the same formality as this Agreement.

15.4 Severability

If any provision or part-provision of this Agreement is held by an arbitrator, court, or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable under applicable New Zealand law, such provision shall be severed, and the remainder of this Agreement shall remain in full force and effect. The Partners shall negotiate in good faith to replace the severed provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the original commercial intent.

15.5 Notices

Any notice, demand, consent, or communication required or permitted under this Agreement shall be in writing and delivered personally, sent by registered post, or transmitted by electronic mail to the physical or email addresses specified below (or as updated by written notice):

• To Partner 1: Attention: [Partner 1 Full Legal Name] Address: [Partner 1 Principal Address] Email: [Partner 1 Official Email Address]

• To Partner 2: Attention: [Partner 2 Full Legal Name] Address: [Partner 2 Principal Address] Email: [Partner 2 Official Email Address]

A notice shall be deemed to have been received: (a) on the day of delivery if delivered personally; (b) three (3) Business Days after posting if sent within New Zealand; or (c) at the time of transmission if sent by email during normal business hours (8:30 AM to 5:00 PM on a Business Day in NZ), provided no automated error or non-delivery report is generated.

15.6 Counterparts and Electronic Execution

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument. The Partners expressly acknowledge and agree that this Agreement may be executed and delivered electronically using verified digital signature technology (including DocuSign, Adobe Sign, or scanned PDF signatures) pursuant to Part 4 of the Contract and Commercial Law Act 2017 (New Zealand), and that an electronic signature shall have the full legal validity, enforceability, and evidential weight of an original handwritten wet-ink signature.

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EXECUTION

IN WITNESS WHEREOF, the Partners hereto have duly executed this General Partnership Agreement as of the Effective Date set forth above:

FOR [PARTY A / COMPANY NAME]: Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

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FOR [PARTY B / CLIENT / COUNTERPARTY]: Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

Phase 1: Customisation and Review

1. Document Preparation: Open this template in Microsoft Word, Google Docs, or an enterprise contract lifecycle management (CLM) tool.
2. Field Population: Search for all bracketed items (e.g., [Partner 1 Full Legal Name], [Principal Address], [Amount in NZD]) and replace them with finalized commercial terms. Remove all instructional brackets.
3. Verify Restraints and Reserved Matters: Review Section 4.2 (monetary thresholds for reserved decisions) and Section 8 (non-compete geographic/temporal restrictions) to ensure they match operational reality and comply with New Zealand restraint-of-trade enforceability standards.
4. Legal & Tax Review: Submit the draft to a qualified New Zealand legal practitioner (barrister and solicitor) and a Chartered Accountant (CA ANZ) to verify that the structure satisfies each partner’s specific personal liability and asset-protection objectives.

Phase 2: Signatory Verification and Execution

1. Signatory Capacity:
   • If a Partner is an individual, ensure their full legal name and current address match their primary identification (NZ Driver Licence or Passport).
   • If a Partner is a company, verify via the New Zealand Companies Office register that the signatory is an active Director, or that two Directors sign pursuant to section 180 of the Companies Act 1993.
2. Digital Execution (CCLA 2017 Compliance):
   • Upload the final agreed PDF to DocuSign, Adobe Sign, or a comparable enterprise signing platform.
   • Configure audit logs to capture timestamps, IP addresses, and email identity verifications, fulfilling the reliability requirements of Part 4 of the Contract and Commercial Law Act 2017.
   • If wet-ink signing is preferred, both parties should sign and initial each page, generating clean, color-scanned PDF archives.

Phase 3: Statutory Registrations & Record Retention

1. Inland Revenue Department (IRD):
   • Apply for an individual Partnership IRD Number using form IR596 (Partnership Registration).
   • If turnover will exceed NZD $60,000 annually, register for Goods and Services Tax (GST).
   • Configure accounting software (e.g., Xero) to track Partner Capital Accounts and allocate year-end earnings for IR7 and IR7P reporting.
2. New Zealand Business Number (NZBN):
   • Register the Partnership on the NZBN register (nzbn.govt.nz) to obtain a dedicated 13-digit NZBN, facilitating integration with commercial suppliers and government entities.
3. Banking Setup:
   • Provide the fully executed Agreement, Partnership IRD number, NZBN, and AML/CFT customer identification documents (verifying the identity of all Partners) to the chosen New Zealand registered bank to open the dual-signatory trading account.
4. Document Retention:
   • Retain the fully signed master agreement along with bank records and annual accounts for a minimum of seven (7) years to satisfy section 22 of the Tax Administration Act 1994 and the statutory requirements of the Partnership Act 2019. Store copies securely in off-site or encrypted cloud repositories.