Partnership Agreement Template Hong Kong

PARTNERSHIP AGREEMENT

Document ID: HK-PART-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Hong Kong Special Administrative Region

---

STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is drafted in accordance with the Partnership Ordinance (Cap. 38) of Hong Kong. It is intended for professional use by entities capable of independent legal assessment. This template does not constitute specific legal advice. Given the nuances of partnership liability in Hong Kong (including joint and several liability), it is mandatory to have this document reviewed by qualified legal counsel in Hong Kong prior to execution to ensure compliance with specific industry regulations and the Companies Ordinance.

---

1. PARTIES AND RECITALS

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

PARTNER A: [Company/Individual Full Legal Name], having its principal place of business/residence at [Principal Address] ("Partner A"); and

PARTNER B: [Company/Individual Full Legal Name], having its principal place of business/residence at [Principal Address] ("Partner B").

RECITALS: A. The Partners desire to associate for the purpose of [State Purpose of Partnership].
B. The Partners intend for this Agreement to govern the conduct of the business and the respective rights and obligations of the Partners.

---

2. OPERATIVE CLAUSES

2.1 Scope of Engagement: The Partners agree to carry on the business of [Description of Business] under the trade name "[Trade Name]" (the "Partnership"). The Partnership shall be conducted exclusively for the objects set forth herein.

2.2 Capital Contributions: Each Partner shall contribute the sum of [Amount in USD] in capital to the Partnership on the Effective Date. No interest shall accrue on any capital contribution.

2.3 Profit and Loss Allocation: All net profits and net losses of the Partnership shall be shared by the Partners in proportion to their respective capital contributions (e.g., [Percentage]% for Partner A and [Percentage]% for Partner B).

2.4 Term and Termination: (a) Term: This Agreement shall commence on the Effective Date and continue until dissolved by mutual written agreement. (b) Termination for Cause: A Partner may terminate this Agreement upon [30] days’ written notice if the other Partner commits a material breach and fails to cure such breach within the notice period. (c) Termination for Convenience: Either Partner may dissolve the Partnership by providing [90] days’ prior written notice to the other Partner.

2.5 Intellectual Property: All intellectual property developed, created, or discovered by the Partners during the term of this Agreement and related to the business of the Partnership shall be deemed "Work Made for Hire" and shall be the sole and exclusive property of the Partnership.

2.6 Confidentiality: Each Partner agrees to hold in strict confidence all non-public, proprietary information disclosed by the other Partner. This obligation survives the termination of this Agreement for a period of [3] years.

2.7 Representations and Warranties: Each Partner represents and warrants that (i) they have the full legal power to enter into this Agreement; (ii) the execution of this Agreement does not conflict with any other contractual obligations; and (iii) they shall perform their duties in good faith.

2.8 Limitation of Liability and Indemnification: To the maximum extent permitted by the laws of Hong Kong, no Partner shall be liable to the other for any act or omission taken in good faith. Each Partner agrees to indemnify and hold harmless the other from any losses, damages, or expenses arising out of a breach of this Agreement by the indemnifying Partner.

2.9 Dispute Resolution: In the event of any dispute arising out of or in connection with this Agreement, the Partners shall first attempt to resolve the matter through good-faith negotiation. If the dispute remains unresolved for [30] days, it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules. The seat of arbitration shall be Hong Kong.

2.10 Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region.

2.11 Miscellaneous: (a) Severability: If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force. (b) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. (c) Entire Agreement: This Agreement constitutes the entire understanding between the Partners and supersedes all prior discussions.

---

3. EXECUTION AND SIGNATURE BLOCKS

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

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

---

4. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Information Verification: Ensure all [Bracketed Fields] are replaced with accurate legal entity names (refer to the Hong Kong Companies Registry if in doubt regarding entity structure).
2. Reviewing Signatory Authority: Verify that the individuals signing have the actual or apparent authority to bind their respective companies (e.g., Board Resolution or Power of Attorney).
3. Drafting Finalization: Use a word processor to remove all instruction brackets. Ensure consistent font and numbering.
4. Digital Execution: Utilize a platform such as DocuSign or Adobe Sign. These platforms comply with the Electronic Transactions Ordinance (Cap. 553) of Hong Kong, providing a cryptographically verifiable audit trail.
5. Record Retention: Maintain the signed digital file (PDF/A) and the associated audit logs in a centralized, secure repository. It is recommended to keep physical or digital originals for at least 7 years post-dissolution for tax and audit purposes in accordance with the Inland Revenue Ordinance.