THE REPUBLIC OF UGANDA
IN THE MATER OF THE BUSINESS NAMES
REGISTRATION ACT(CAP. 105)
AND
IN THE MATTER OF THE PARTNERSHIP ACT
(CAP. 110)
AND
IN THE MATTER OF
KAYONDO, NANTALE & CO.
ADVOCATES
PARTNERSHIP DEED
Drawn & Filed by;
M/S Kayondo, Nantale & Co. Advocates
Plot 2 Kibuli Road, IUIU Main Building,
2 Floor, Suite 15,
nd
P.O Box 00000,
KAMPALA.
THE REPUBLIC OF UGANDA
IN THE MATER OF THE BUSINESS NAMES REGISTRATION
ACT(CAP. 105
THE PERTNERSHIP ACT (CAP . 110)
THE PARTNERSHIP DEED
THIS DEED made this ….. day of ………………….…………… by and among
the following:
1. KAYONDO ELIAS of P.O. Box 0000000 Kampala, Uganda, Tel;
0703960202
(Hereinafter referred to as “partner”)
2. NANTALE MADINAH of P.O. Box 0002829 Kampala, Uganda, TEL;
0750180020, (Hereinafter referred to as “partner”)
WHEREAS the above mentioned partners are desirous of forming a law
firm practice partnership Business and the same shall operate throughout
Uganda.
WHEREAS THEY HAVE mutually agreed to become partners in business
of legal practice services are desirous of carrying business in common
with a view of profit making.
NOW IT IS AGREED that the partners conduct the said business upon the
terms and conditions hereinafter contained.
ARTICLE I
Name and Principal place of Business
1. The name of the partnership business shall be KAYONDO, NANTALE & CO.
ADVOCATES.
2. The principal place of the business and physical address of partnership shall
be at M/S KAYONDO, NANTALE & CO. ADVOCATES, PLOT 2 KIBULI
ROAD, IUIU MAIN BUILDING, 2 FLOOR, SUITE 15, KAMPALA.
ND
ARTICLE II
Purpose and Date of commencement of the Business
A.
1. The partnership shall engage in the business of legal practice
services and other related business in common with the law firm
with a view of profit making.
2. To offer legal services for all types.
3. To generally deal in tax planning & administration services.
4. To make profits in all its ventures
5. To offer services on matters relating to human resource
management, Human Rights, criminal, labour, estates
Administration, Banking, and management, Business and company
related matters.
6. To carry out any other business incidental, or related to the business
herein stated or any other business.
B. The partnership shall be taken to have commenced on the ………. day of
………………. 2021 and shall continue in force until determined as
hereinafter provided.
ARTICLE III
Capital contribution, Account and Withdrawals
1. The initial capital of the partnership shall be Ugx 100,000,000/=
(Uganda Shilling One Hundred Million Only); and shall be
provided and owned by the partners in the following respective Shares;
i. KAYONDO ELIAS 50,000,000/=
ii. NANTALE MADINAH 50,000,000/=
2. If at any time hereafter, more capital in form of renovations and
maintenance shall be required for purposes of uplifting the standard of
partnership business, the same shall be contributed in equal
percentages/ shares, proportions and contributions or otherwise
contributed by any of the partners as may be agree after thorough
valuations on the exact amount needed.
3. ACCOUNTS:
a) The partnership shall run two Bank Accounts as by law required in
BANK OF AFRICA or any other bank mutually agreed upon by the
partners and shall keep proper books of accounts.
b) All partnership monies, clients’ monies not immediately required for
use shall be deposited into the bank accounts.
c) The signatories to the partnership bank accounts shall be MR.
KAYONDO ELIAS AND MRS. NANTALE MADINAH and the (2) two
partners shall be the signatories shall sign the bank documents.
d) The banks shall be mandated to honor instructions signed by
both signatories to the accounts.
e) The partners agree that KAYONDO ELIAS becomes managing
partner, NANTALE MADINAH as the firm secretary/ Principle
Partner
f) Upon consensus of the founding partners new partners may be
admitted as ordinary partners or as shall be agreed from time to
time.
4. If at any time hereafter, more capital in form of renovations and
maintenance shall be required for purposes of uplifting the standard of
partnership business, the same shall be contributed in the above agreed
percentages, proportions and contributions or otherwise contributed by
any of the partners as may be agree after thorough valuations on the
exact amount needed.
a. The capital contributions of the partners shall not be subject to
withdrawal, except upon termination of the partnership.
ARTICLE IV
Profits and Losses
1. The net profits or net losses of the partnership shall be distributed or
chargeable as the case may be, to each of the partners in equal
proportions PROVIDED that each partner shall not be required to
relinquish a any percentage of the profits for whatever purposes.
2. Profits and losses shall be credited or debited to the individual partner.
ARTICLE V
Management
1. The affairs of the partnership shall be managed by all the partners.
2. Each of the partners shall have an equal voice in the Partnership in
respect of the management, ownership and conduct of the partnership
business.
3. All decisions of the Partnership shall be by mutual agreement.
4. The partners shall appoint from amongst themselves the managing
partner who shall conduct the meetings of the Partnership in the day to
running, operation and maintenance of the business property.
5. The Partners may from time to time delegate any of the management
functions in respect of the partnership who shall be answerable in the
performance of such functions to the partnership business.
6. The Partnership Board shall meet as often as necessary but in any case
not less than once in every six (6) months. All the meetings of the
Partnership Board shall be duly constituted if both partners or their
appointed agents in writing shall be present and in attendance.
7. All meetings of the Partnership shall be dully minuted and circulated
to all partners.
Each partner shall devote his full time and attention to the
partnership business. Each partner shall be entitled to a 40 days
holiday in each fiscal year.
9. All transactions and Documents for the partnerships shall be executed by
KAYONDO ELIAS and NANTALE MADINAH in their names on behalf of
the partnership.
DUTIES OF THE PARTNERS
9. Each partner or appointed agent shall devote part of his time and
attention to the partnership business except during days, hours and
periods of business mutually acknowledged or agreed upon by the parties.
10. Each partner shall be just and faithful to other partner in all transactions
relating to the partnership business and at all material times give to the
other any necessary information as may be required from time to time.
11. Each partner undertake to punctually pay or discharge any separate debts
or engagements in respect of the partnership Business and to indemnify
the other partner and the partnership against any proceedings, costs,
demands or claims that may arise against them as a result or in respect
thereof.
12. The partners shall indemnify the partnership in respect of liability of the
partnership arising from their conduct in the course of business.
13. Each partner shall receive such salary and/ or profits as shall from time to
time arise from the partnership business.
ARTICLE VI
Dissolution because of Retirement, Death, or Insanity of the
partner
1. Any partner may retire from the partnership upon giving Six (6) months
prior written notice to the other partner.
2. Retirement, death, bankruptcy, insanity of a partner, absence from or
inability to perform partnership duties of a partner shall not lead to the
dissolution of the partnership unless the remaining partner agree that the
partnership be dissolved.
3. In the event of the dissolution of the partnership by any of the aforesaid
occurrences, each partner or agent or legal representative shall remain
solely responsible to the partnership business.
4. In the event of any such occurrences, the remaining partners shall have
the right to continue the business of the partnership under its present
name by him/ herself or in conjunction with any other person or persons
or legal representatives of the ceasing partner
5. The legal representative of the ceasing partner shall pay to the retiring or
disabled partner, or beneficiaries of the deceased, bankrupt or insane
partner as the case may be, the value of his or her or their entitlements as
per the capital contributions.
6. Without prejudice to the express provisions contained in this Deed, if the
partner shall become incompetent or incapable to act in the proper
discharge of his or her duties or shall be guilty of serious breach of
material clause herein contained, or do any act which in the opinion of the
other partner is prejudicial or injurious to the partnership, no partner shall
be expelled from the partnership except by mutual Agreement of both
partners.
ARTICLE VII
Voluntary Dissolution
1. Unless dissolved by occurrences of any event specified in paragraph 2 of
Article VI herein, the partnership shall continue in perpetuity until and
after 50 years from the commencement date.
ARTICLE VIII
Operation of Bank Accounts
1. For emphasis, the Partnership Business shall operate two (2) Bank
Accounts as by law required in BANK OF AFRICA or any other bank
mutually agreed upon by the partners and shall keep proper books
of accounts.
2. Each partner shall operate his individual account and cheques shall
be drawn on individual partner’s Bank account duly signed by that
particular partner.
Limitation of Partner’s Powers
1. No partner may without the consent of the other partners:
a) Borrow money in the partnership name, for partnership purposes or
utilize property owned by the partnership as security for such loans.
b) Assign, transfer, pledge, compromise or releases any of the claims
of or debts due to the partnership except upon consent to the same
by the other partner in writing and in case of any sale, the first
priority shall always be given the other partner.
c) Dispose by loan, pledge, transfer, sale, assignment or otherwise
deal in whole or in any part of the partnership property in any case
the first priority shall always be given the other partner.
d) Lease or mortgage any partnership property or any interest therein
or enter into any contract for such purpose, or enter any contract on
behalf of the partnership except upon written consent of the other
partner and the first priority shall always be given the other partner.
e) Pledge or hypothecate or in any manner transfer his interest in the
partnership, except to another party to this agreement except upon
written consent of the other partner and the first priority shall
always be given the other partner.
f) Engage or dismiss or make contract with any employee of the
partnership without the consent or the knowledge of the other
partners.
g) Admit into the partnership any new member.
ARTICLE IX
Miscellaneous
1. The partnership shall own real and/or moveable property necessary or
convenient for the proper running and management and purposes of the
partnership business/ property herein.
2. All notices or consents provided for under this agreement shall be in
writing and a notice shall be sufficient if delivered physically to the other
partners or his representative personally to whom such notice is to be
given.
3. The parties hereto covenant and agree that they will execute any further
instruments and that they will perform any acts which are or may become
necessary to give effect to and to carry on the partnership created by this
deed.
4. Any dispute or question which may arise in connection to the partnership
or this Deed shall be first handled by the Partnership Board and in the
event of failure to resolve such a dispute or question, the same shall be
referred to a single arbitrator mutually agreed on by all the partners and
the arbitration proceedings shall be governed by the Arbitration Act of
Uganda together with any modifications and/or amendments as may be
made from time to time.
5. The name of the partnership shall hold in perpetuity regardless of
retirement, resignation or expulsion of any partner unless the partnership
is dissolved under paragraph 2 of Article VI of this Deed unless agreed
upon to change the partnership name.
6. This agreement may be amended by written agreement signed by all the
existing partners.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
respective hands and seals the day, month and year first above
written.
SIGNED sealed and delivered
By the said
________________________
KAYONDO ELIAS
PARTNER
SIGNED sealed and delivered
By the said
________________________
NANTALE MADINAH PARTNER
In the presence of;
______________________
_________________________ WITNESS
In the presence of;
______________________
_________________________ WITNESS
ALL in the presence of;
____________________________ ___________________
ADVOCATE
Drawn & Filed by;
M/S Kayondo, Nantale & Co. Advocates
Plot 2 Kibuli Road, IUIU Main Building,
2 Floor, Suite 15,
nd
P.O Box 00000,
KAMPALA.
