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Hi, first post here. Wondering if someone could offer some advice. I am an equal partner in a property letting business. Whilst querying the managing partner regarding their decision to spend a significant amount (circa. £20,000) to redecorate a property they insisted I have "no authority over day-to-day business of the partnership". Having reviewed the Partnership Agreement (see excerpts below), I am seeking clarification if this is correct or not. "The distribution of profits, allocation of losses, and the requirement for Additional Capital Contributions, as well as all other financial matters, will be agreed by unanimous written consent of the Partners."
"All the Partners will be consulted, and the advice and opinions of the Partners will be obtained as much as is practicable. However, the Managing Partner will have management and control of the day-to-day business of the Partnership for the purposes stated in this Agreement. All matters outside the day-to-day business of the Partnership will be agreed by the unanimous written consent of the Partners.
In addition to day-to-day management tasks, the Managing Partner's duties will include keeping or causing to be kept full and accurate business records for the Partnership according to generally accepted accounting principles (GAAP) and overseeing the preparation of any reports considered reasonably necessary to keep the Partners informed of the business performance of the Partnership.
The Managing Partner will not be liable to the remaining Partners for any action or failure to act resulting in loss or harm to the Partnership except in the case of gross negligence or willful misconduct.
The Managing Partner is authorized and may retain or otherwise secure or enter into contracts with persons or firms as from time to time may be required in the management of the Partnership's business, including but not limited to arrangements with sales companies, attorneys, accountants, brokers, advertising, and insurance companies.
Only the Managing Partner will have the authority to bind the Partnership in contract." "The following list of actions will require the unanimous written consent of all Partners:
"Day-to-day business of the Partnership means those regular income and expenditure decisions and transactions that facilitate the continuation of the Partnership’s daily business operations."
"Non day-to-day business of the Partnership means those business decisions and transactions not defined as day-to-day business of the Partnership."
"All the Partners will be consulted, and the advice and opinions of the Partners will be obtained as much as is practicable. However, the Managing Partner will have management and control of the day-to-day business of the Partnership for the purposes stated in this Agreement. All matters outside the day-to-day business of the Partnership will be agreed by the unanimous written consent of the Partners.
In addition to day-to-day management tasks, the Managing Partner's duties will include keeping or causing to be kept full and accurate business records for the Partnership according to generally accepted accounting principles (GAAP) and overseeing the preparation of any reports considered reasonably necessary to keep the Partners informed of the business performance of the Partnership.
The Managing Partner will not be liable to the remaining Partners for any action or failure to act resulting in loss or harm to the Partnership except in the case of gross negligence or willful misconduct.
The Managing Partner is authorized and may retain or otherwise secure or enter into contracts with persons or firms as from time to time may be required in the management of the Partnership's business, including but not limited to arrangements with sales companies, attorneys, accountants, brokers, advertising, and insurance companies.
Only the Managing Partner will have the authority to bind the Partnership in contract." "The following list of actions will require the unanimous written consent of all Partners:
- Withdrawal of Capital
- Financial Decisions
- Remuneration for services rendered
- Withdrawal of funds in relation to non day-to-day business of the Partnership
- Management of matters outside the day-to-day business of the Partnership
- Admitting a New Partner
- Transfer of Partnership Interests
- Dissolution of the Partnership
- Title to Partnership Property
- Amendment of this Agreement
"Day-to-day business of the Partnership means those regular income and expenditure decisions and transactions that facilitate the continuation of the Partnership’s daily business operations."
"Non day-to-day business of the Partnership means those business decisions and transactions not defined as day-to-day business of the Partnership."
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