The partnership agreement of a limited partnership may be made orally or in writing. However, the agreement should always be made in writing since the original written agreement is required as an attachment to the start-up notification. A written agreement is also advisable in case of disagreements between the partners.
The content of the partnership agreement should be determined case by case on the basis of the partnership's line of business and the scope of its operations. In the agreement, the partners agree on the foundation of the partnership and other relevant matters regarding its activities.
The trade register requires that at least the following matters are defined in the agreement:
1) business name
2) the municipality from which the operations are managed
3) line of business (type of activities)
4) the partners, and which of the partners are general partners and which silent partners
5) the monetary investment of a silent partner
6) the accounting period of the partnership.
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In addition, the following issues may be settled in the agreement:
• the division of responsibilities between the general partners
• signing for the partnership
• Managing Director (if to be elected)
• the accounting period and auditing of the accounts of the partnership and the number of auditors (if any auditor)
• provisions stipulating how the silent partner's share in the profits is calculated
• whether the silent partner has the right to transfer his partnership share to another person without the consent of general partners
• dismissal of partners
• continuing with the business after the death of a partner
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If the partnership agreement does not contain any provisions on the above-mentioned issues, the provisions of the Partnerships Act will be applied.
The partnership agreement is dated and signed by all the partners.
If none of the general partners of a limited partnership is resident/domiciled (legal entity) in the EEA, all general partners with a permanent residence/domicile outside the EEAneed permit from the National Board of Patents and Registration to serve as general partners.
