Other activities covered by the Partnership Agreement include dispute management and relations with a partner who will withdraw from the activity. While partnerships are often started by friends, disagreements in all respects are natural, and it can be helpful to determine how partners will develop these disagreements when they arise. Often, a neutral mediator can be a good way to solve problems. If a partner decides that he or she wishes to withdraw from the business, it is a good idea to indicate in writing how to handle such a situation. The partnership agreement may contain details about the buyback process taking into account the initial investment of each partner. Within the framework of the partnership agreement, individuals undertake that each partner will contribute to the activity. Partners may agree to pay capital to the company in cash to cover start-up costs or equipment contributions, and services or ownership may be mortgaged under the Partnership Agreement. As a rule, these contributions determine the percentage of ownership of each partner in the company and, as such, these are important conditions in the partnership contract. Partnership agreements should also include provisions protecting majority owners. A “drag along” clause obliges minority partners to sell their shares in the event of a takeover by third parties. Where a majority shareholder sells its shares to a third party, the minority partner must either (a) be part of the transaction and sell its shares to the same third-party buyer on similar terms, or (b) acquire the majority partner`s shares on similar terms. The advantage for the majority owner is that he cannot be forced to stay in business simply because a minority shareholder does not want to sell.
When a fair offer is made for the purchase of the business, the majority owner can benefit from that offer, even if it goes against the wishes of a minority partner. Partnerships can be either general commercial companies or limited partnerships. Limited partnerships are composed of one or more complementary companies and one or more limited partners. . . .