PLC Resource 2-381-4495. Full name: Deed of adherence to a partnership agreement.

Drafting note at
8-381-4039

DATED

------------

INSERT TITLE

between

THE PERSONS NAMED IN SCHEDULE 1

and

[INDIVIDUAL NAME]
CONTENTS
CLAUSE
Interpretation..............................................................................................................................................1
Adherence to the Partnership Agreement..................................................................................................1
Capital........................................................................................................................................................1
Profits and losses........................................................................................................................................2
Variation of the Partnership Agreement....................................................................................................2
Governing law and jurisdiction..................................................................................................................2

SCHEDULE
THIS DEED is dated [DATE]

PARTIES

The persons named in Schedule 1 as the existing partners of the Partnership (Existing
Partners).

[INDIVIDUAL NAME] of [INDIVIDUAL ADDRESS] (New Partner).

BACKGROUND

The Existing Partners carry on the business of [DETAILS OF THE BUSINESS OF THE
PARTNERSHIP] under the terms of the Partnership Agreement (as defined below) made
between them and dated [DATE].

The New Partner is admitted to the Partnership under the provisions of clause [20] of the
Partnership Agreement.

AGREED TERMS

INTERPRETATION
Words and expressions used in this deed shall, unless the context expressly requires
otherwise, have the meaning given to them in, and be interpreted in accordance with,
the Partnership Agreement. In addition, the following words and expressions shall
have the following meanings:
Effective Date: [the date of this deed OR [SPECIFY DATE]].
Partnership Agreement: the partnership agreement made between the Existing
Partners dated [DATE] [as amended by [a] supplemental[s] deed[s] dated [DATE]].

ADHERENCE TO THE PARTNERSHIP AGREEMENT

The New Partner confirms that he has been supplied with a copy of the Partnership
Agreement, and the New Partner and each of the Existing Partners undertake with
each other that, subject to the terms of this deed, from the Effective Date they shall
observe, perform and be bound by the provisions of the Partnership Agreement as
though the New Partner were an original party to the Partnership Agreement.

CAPITAL

The New Partner shall pay a capital contribution of £[AMOUNT] by making a

payment to the Partnership's bank account [in the following instalments: [SET OUT
INSTALMENT AMOUNTS AND DATES FOR PAYMENT] OR as set out in 1.6 to
this Deed] and that sum shall be credited to the New Partner's Capital Account [on
receipt [of each instalment] in the Partnership's bank account] [and Schedule 2 to the
Partnership Agreement shall be amended to reflect such capital contribution].

1
PROFITS AND LOSSES

1.1 The New Partner shall not be liable for the debts and liabilities of the Partnership
arising on or before the Effective Date [as identified in the Accounts for the
Accounting Period ending on the Effective Date] and the Existing Partners shall
jointly and severally indemnify the New Partner (or his estate and his personal
representatives) against all such debts and liabilities and against all claims,
proceedings, costs, demands and expenses in respect of them.

1.2 The New Partner shall not be entitled to (or liable for) any share in the Net Profits and
Losses of the Partnership [as identified in the Accounts for the Accounting Period
ending on the Effective Date OR arising in respect of [INSERT WORDING
DESCRIBING THE RELEVANT PROCESSES OF THE BUSINESS] before the
Effective Date].

1.3 [The New Partner shall be entitled to [or liable for] [£[AMOUNT] in respect of his
share of OR [NUMBER]% of] the Net Profits and Losses of the Partnership for the
period from the Effective Date up to the next Accounts Date and after that OR From
the Effective Date,] the Net Profits and Losses of the Partnership [(including capital
profits and losses realised in any Accounting Period)] shall belong to and be borne by
the Partners [equally OR in the proportions set out opposite their names in 1.6 to this
deed] and Schedule 2 to the Partnership Agreement shall be amended accordingly.

1.4 From the Effective Date, the New Partner shall be entitled to drawings in accordance
with clause [8] of the Partnership Agreement and 1.6 to this deed. Schedule 2 to the
Partnership Agreement shall be amended accordingly.

VARIATION OF THE PARTNERSHIP AGREEMENT

Schedule 2 to the Partnership Agreement shall be amended as set out in 1.6 to this
deed. All other terms of Partnership Agreement shall be unamended.

GOVERNING LAW AND JURISDICTION

1.5 This deed and any disputes or claims arising out of or in connection with its subject
matter or formation (including non-contractual disputes or claims) shall be governed
by and construed in accordance with the law of England and Wales.

1.6 The parties irrevocably agree that the courts of England and Wales have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this
agreement, its subject matter or formation (including non-contractual disputes or
claims).

2
This document has been executed as a deed and is delivered and takes effect on the date stated
at the beginning of it.

3
 Existing Partners

[INSERT DETAILS]

4
 Capital contribution, profit share and drawings

Partner Capital contribution Profit share Monthly drawings

amount
[NAME] £[AMOUNT] [NUMBER]% £[AMOUNT]
[NAME] £[AMOUNT] [NUMBER]% £[AMOUNT[]

5
Signed as a deed by [NAME OF .......................................
EXISTING PARTNER] in the
presence of: [SIGNATURE OF EXISTING
....................................... PARTNER]
[SIGNATURE OF WITNESS]
[NAME, ADDRESS [AND
OCCUPATION] OF WITNESS]

Signed as a deed by [NAME OF .......................................

EXISTING PARTNER] in the
presence of: [SIGNATURE OF EXISTING
....................................... PARTNER]
[SIGNATURE OF WITNESS]
[NAME, ADDRESS [AND
OCCUPATION] OF WITNESS]

Signed as a deed by [NAME OF .......................................

EXISTING PARTNER] in the
presence of: [SIGNATURE OF EXISTING
....................................... PARTNER]
[SIGNATURE OF WITNESS]
[NAME, ADDRESS [AND
OCCUPATION] OF WITNESS]

Signed as a deed by [NAME OF NEW .......................................

PARTNER] in the presence of:
....................................... [SIGNATURE OF NEW PARTNER]
[SIGNATURE OF WITNESS]
[NAME, ADDRESS [AND
OCCUPATION] OF WITNESS]