Partnership deed template (Uganda)
In brief
A precedent partnership deed regulating a partnership’s affairs.
When to use this
When two or more persons carry on business in partnership and want written terms.
When a bespoke document is needed instead: For an LLP or company — use the relevant registration route and documents.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Title
PARTNERSHIP DEED
Date & parties
THIS DEED OF PARTNERSHIP is made on [DATE]
BETWEEN [PARTNER A FULL NAME], of [ADDRESS] AND [PARTNER B FULL NAME], of [ADDRESS] (together “the Partners”).
1. Business & name
1.1 The Partners carry on the business of [BUSINESS] under the firm name [FIRM NAME] at [PRINCIPAL PLACE OF BUSINESS].
2. Commencement & term
2.1 The partnership commences on [DATE] and continues until determined under this Deed.
3. Capital contributions
3.1 The capital is UGX [TOTAL], contributed [Partner A: UGX …; Partner B: UGX …]. Interest on capital is [payable at [RATE] / not payable].
4. Profit & loss sharing
4.1 Profits and losses are shared [Partner A: …%; Partner B: …%]. 4.2 Drawings: each Partner may draw UGX [AMOUNT] per [month] on account of profits.
5. Banking & accounts
5.1 The firm banks with [BANK]; cheques are signed by [signatories]. 5.2 Proper books of account are kept and audited/reviewed [annually].
6. Management & authority
6.1 The Partners manage the business jointly. 6.2 No Partner shall, without the others’ consent, [borrow above UGX [LIMIT], dispose of a major asset, employ/dismiss senior staff, or bind the firm to an unusual contract].
7. Duties & restrictions
7.1 Each Partner shall be just and faithful to the others, devote [time] to the business, account for benefits, and not carry on a competing business.
8. Admission, retirement & expulsion
8.1 A new partner is admitted only with the consent of all Partners. 8.2 A Partner may retire on [notice]; a Partner may be expelled for [defined cause]. 8.3 The outgoing Partner’s share is valued and paid out as set out in the Schedule.
9. Dissolution & winding up
9.1 The partnership dissolves on [events — e.g. agreement, death/insolvency of a Partner, court order]. 9.2 On dissolution the assets are applied to pay debts, then to repay capital, then divided in the profit-sharing ratio.
10. General
10.1 Disputes are referred to mediation and then arbitration or the courts of Uganda. 10.2 The Partnership Act governs matters on which this Deed is silent. 10.3 Variation must be in writing signed by all Partners; governed by the laws of Uganda.
Schedule — valuation on exit
[Method of valuing an outgoing Partner’s share and the timetable for payment.]
Execution
SIGNED, SEALED and DELIVERED as a deed by Partner A: ____________ Witness: ____________
SIGNED, SEALED and DELIVERED as a deed by Partner B: ____________ Witness: ____________
Drafting notes
- Profit sharing & capital
- State the profit/loss ratio, capital contributions and drawings clearly.
- Authority
- Define each Partner’s authority to bind the firm — partners are generally agents of the firm — and the limits on it.
- Exit
- Set out retirement, expulsion, valuation and dissolution to avoid disputes.
- Books & banking
- Provide for proper books of account, banking and signatories.
- Restraint
- Impose duties of good faith and a reasonable non-compete during the partnership.
Execution requirements
- All Partners execute the deed, with witnesses.
- Register the business name with URSB where the firm trades under a name.
- The Partnership Act governs partners’ rights and the firm’s dissolution where the deed is silent.
Governing law & citations
Governed by the Partnerships Act, 2010, and the general law of contract.
- Partnerships Act, 2010.
- Contracts Act, Cap. 284 (2023 Revision) — s.9.