- Memorandum- the structure to write a memorandum is the following MEMORANDUM From: Zac Trainee To: Samantha Supervisor Client's name: Josefina Del Largo Client's matter: Plans to incorporate a limited liability partnership 3. Internal Memorandum Content Starting sentence can be something like this Dear Samantha, I have conducted the research for you regarding the key points to be included in the LLP agreement. Could outline something like- If the agreement says nothing on a particular category, the Partnership Act 1890 will apply to imply terms into the agreement. However, the act is limited in scope and does little more than treating the partners equally- it is important to include more specific provisions to safeguard any clauses agreed. Points you will need to include in the memo include the following - commencement date of the partnership- it will need to be decided on what date the partnership will commence - nature of the business- the nature of the business is for the designing and manufacturing of baby clothes from organic cotton, sourced from sustainable and ethically farmed land - the registered office will need to be outlined as in Sheffield - name of the partnership- can be included after the joint meeting - the names of directors and shareholders- Mani, Pete and josefina - how much capital each partner is contributing- Mani 2.5 million, Josefina will contribute 500,000 - outline share of profits/losses (as per s24(1)) PA 1890) It will need to be decided the share of profit and losses in the business. - outline a salary, any interests, profit sharing, drawings - need to outline if there is a duty of partners to render accounts under s28 PA 1890 - need to outline the accountability of partners for private profits- s29 PA 1890 - ownership of assets- Mani will contribute the unit in Sheffield worth 1.5 million - roles- Mani will work part time in the business, Pete will work full time in the business, Josefina will work full time until her baby is born, she will need some time off and then will work 3 days a week. Roles: Pete is a CAD specialist and engineer. He will deal with all the design and manufacturing issues. Mani has contacts in the cotton industry. He will source and contract the cotton. Josefina will occupy a creative role within the business. She will produce the drawings, colour boards and designs for the clothing. - Decision making (as per (s.24(5) Partnership Act 1890) As Josefina is pregnant and is due in 6 months time, she will work on her designs from home and will meet the other partners once a month. - it is also important to include a duration for the length of the partnership It is also important to include clauses to decide what will happen to the partnership if a partner wants to retire, if a partner is expelled and if a non competition clause should be included if a partner wants to leave the partnership under s30 PA 1890. It could also be important to add in an arbitration clause for any legal disputes which might arise It is also important to outline if a partner can bind the firm through their actions under PA 1890 section 5. If a partner is bound by acts on behalf of the firm under PA 1890 section 6. It is also important to include what events might result in the dissolution of the partnership under s32-35 End of the memo (include something like the following) I hope this memorandum has helped to clarify what needs to be included in the Partnership Agreement for Josefina. I will be happy to answer any further questions you might have. Best wishes, Zack Trainee