DEED OF PARTNERSHIP
THIS DEED OF PARTNERSHIP made in Bangkok, Kingdom of Thailand on this the --th day of August 2015
By and Between:
Mohammed Latif Khan, son of Late Sirajul Karim Khan a citizen of Bangladesh having Bangladesh Passport No. ---------------- residing at House No. 37, Road No. 1, Old DOHS, Dhaka, Bangladesh and at ------------- ----------- Bangkok, Thailand (hereinafter called “the First Party”)
And
Ms. Rungrat Kanthapong of a citizen of Thailand, Thai Passport No. AA5069989 of ---address------ ,Thailand (hereinafter called “the Second party”)
Whereas
A. The parties hereto being socially acquainted with each other for long time considering to develop a business in the services and tourism sector in Bangkok, Thailand in partnership;
B. The Parties have found a property located at address 8/1 Room 1A Sukhumvit 33 Khongton Nua, Wattana Bangkok 10110 Bangkok with an ongoing business of salon and spa and related services which the previous owners have offered to sell along with all interior decorations, fixtures, furniture and stock in trade which the parties have agreed to take over for running the same business through the partnership firm; and
C. The with a view to carry out the said business the parties have agreed to form a partnership firm in the name and style of “JK --------------------” with 52:48 ratio of contribution in the capital of the firm and with proportionate shares in the loss and profit of the firm on the terms and conditions set out herein below;
Now therefore this deed of partnership witnesses that:
1. Name: That the name of the partnership shall be “JK -----------------------”.
2. Commencement: That the partnership shall be deemed to commence on the date of the execution of this deed of partnership by all the parties hereto and shall continue in perpetuity unless the parties decide and agree otherwise.
3. Death: That the partnership shall not be dissolved by the death of any one of the partners and upon death of any one of the parties hereto the respective share of the deceased shall be transmitted to the heirs of the said deceased partner in accordance with the respective personal law of succession or as per nominations or wills made by the parties in writing which ever the party in question choses.
4. Place: The business of the partnership shall be carried at 8/1 Room 1A Sukhumvit 33 Khongton Nua, Wattana Bangkok 10110, Thailand and at such other place or places as may be mutually agreed upon in writing at a meeting of the parties.
5. Capital: The capital of the partnership shall consist of the money contributed by the parties in cash in procuring the site/premises for the business i.e. Thai Baht -------------------- by the First Party and Thai Baht --------------------- by the Second Party constituting 52% and 48% initial contribution into the capital respectively. All future contribution in the capital of the firm shall be made by the parties, unless otherwise agree, in the said proportion.
6. Shares: The shares of the parties in the profits and losses of the partnership shall be as under:
First Party 52%
Second Party 48%
7. Business Premises: The premises located at 8/1 Room 1A, Sukhumvit 33 Khongton Nua, Wattana Bangkok 10110 the existing salon and spa that the parties have taken over shall be the property of the partnership firm and if the parties hereto decides to have the firm converted into a limited liability company the parties shall transfer the property to the limited company. The Second Party shall operate all day to day activities of the business including the accounts and management of the business.
8. Banking Account: Unless otherwise decided by the parties hereto the banking account(s) of the firm shall be opened immediately on the commencement of this partnership in the name of the firm which shall be operated by both the parties and money can be drawn from this account by any one of the parties singly.
9. Account: Proper, full, correct and regular accounts of the sales, purchases, receipts, payments, engagement, transactions and dealings of the firm shall be made and maintained at the premises of the firm under the direct supervision of the parties and the said books of account, vouchers, receipts, securities papers and writings of the partnership shall be kept in safe custody at the relevant or appropriate place in accordance with the requirements of the business of the partnership and each party shall have free access at all times without interruption or hindrance by any other to inspect, scrutinize and copy the same at this own expenses.
10. Annual Accounts: On or about the 1st day of July of each year a general annual account of the previous twelve months ending with 30th March in that year shall be made and taken by the parties or under their supervision by the accountant of the firm and a profit and loss account and an annual balance-sheet shall be prepared which shall be duly audited and four copies thereof shall be signed by each party.
11. Monthly Statements: A monthly statements shall be prepared and maintained by the Second Party, who shall be responsible for all day ado day operation of the business, and shall make the same available for inspection and review of the First Party.
12. Discharge of separate debts: Each partner shall pay his separate debts punctually and indemnify the other parties and the capital and property of the partnership against any attachment, seizure or sale thereof.
13. Procuring of premises: The firm may take on lease or purchase any land or premises in the name of the firm or joint name of the partners for the business of the partnership to be carried out.
14. Restrictive clauses: Neither party shall, without the consent or writing of the others.
(i) endorse or accept any note, bill or exchange or hundi or stand surety or become bail or borrow any substantial loan or do or willingly suffer to be done anything to jeopardise the capital of the firm or whereby the capital of the firm may be attached or taken in execution;
(ii) appoint or, except in case of gross misconduct, dismiss any employee;
(iii) carry on or be concerned in any business in the same nature other than that of this partnership or become director of any company governed by the Companies Act;
(iv) compound, assign or release any debt due to the partnership except upon payment in full;
(v) assign, mortgage or charge his interest or share in the partnership;
(vi) engage in any transaction with any person, partnership or company whom the other parties to this deed shall previously have requested not to trust, deal with or transact business with.
15. Retirement: If any party shall elect to retire from the partnership prior to the time fixed for the determination of the partnership he may give notice thereof in writing to the other parties, within 3 (three) months of such notification, the assets of the partnership shall be valued according to the books of the partnership and the share of the outgoing partner shall be ascertained in accordance with the terms of this deed and such share shall be met or paid off out of the available assets of the firm within 1 (one) months of the determination of the share of the outgoing party after making due provision for the current expenses and such liability as require adjustment within 1 (one) months thereof by the firm. Such retirement of a party shall not operate as dissolution of the firm. The continuing parties may induct another party as partner in this partnership on such terms and conditions as may be agreed to but so as not to prejudice the outgoing party. The retiring party shall execute all such deeds and assurance as may be necessary to clothe the continuing parties hereto in carrying out the engagements of the firm, realizing the outstandings of the firm and giving full discharge for payment received or obligations performed and to do all acts without the concurrence of the retiring party which prior to such retirement could be done by the partnership. The retiring partner shall be deemed to relinquish all his claims, interest and rights in the partnership except to receive the payments due to him under this deed.
16. No Competition After Retirement: Such retiring partner shall not use the firm’s name or solicit any of the customers of the partnership nor carry on any business similar to that of the partnership within two years of such retirement, nor shall he display on any notice, notice-board or writing or advertisement or business correspondence using the name of the firm.
17. Goodwill: At the termination of the partnership for at the retirement of a partner, the goodwill of the partnership shall be valued by mutual consent failing which the matter shall be referred to a reputed valuer/ audit firm of Thailand as may be agreed by the parties for assessment whose decision shall be final.
18. Incapacity: That if any party shall have become physically incapable of acting and attending to the business of the firm and the business is carried on by the other parties then, unless the parties agree otherwise, the partnership shall stand terminated and upon such termination of the partnership the disabled party or his nominee or successor shall entitled to his share of the assets of the firm when the final general account is taken of the assets and liabilities of the partnership.
19. Inspection: The retiring or disabled or legal representatives of the deceased party shall be entitled to inspect the accounts, document and records of the firm and copy the same at all reasonable times.
20. Incorporation as a Company: The parties hereto may, if they so mutually agree, have a limited liability company in the same name and style or in such other name as the parties hereto may agree which company shall take over all the assets and liabilities of the partnership firm.
21. Misconduct: If any party is guilty of misconduct, the other parties may notify