PARTNERSHIP DEED
1. THIS DEED OF PARTNERSHIP IS MADE on this 6TH day of APRIL
2025
Between
a) BANDILE PATEL of P.O. BOX 00800 NAIROBI hereinafter
referred to as Party of the FIRST PART (which expression shall deem
and include his heirs, executors, administrators, representatives,
assigns and agents), AND
b) JANE KWIMERA of P.O. Box 45928 NAIROBI. hereinafter referred
to as Party of the SECOND PART (which expression shall deem and
include his heirs, executors, administrators, representatives, assigns),
AND
1.1 WHEREAS the above named partners have decided to start the
partnership business of LAW FIRM in the name and style of PATEL
AND KWIMERA Company Advocates LLP with effect from 16th day
of APRIL 2025 on the terms and conditions hereinafter mentioned and
have desired to reduce the terms and conditions into writing.
2. NOW THIS DEED IS WITNESSETH AS FOLLOWS:
3. NAME OF THE FIRM AND ITS LOCATION
3.1 The partnership Business shall be carried on it the firm Name and
Style of PATEL AND KWIMERA Company Advocates LLP
(hereinafter referred to as the FIRM),
3.2 The principal place of business of the Partnership shall be situated at
Westlands Nairobi.
4. DATE OF COMMENCEMENT OF BUSINESS
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THAT the business of the PARTNERSHIP pursuant to this DEED of
PARTNERSHIP shall be deemed to have commenced with effect from
16th day of APRIL 2025.
5. NATURE OF BUSINESS
5.1 The Partners are partners in the practice of law.
5.2 The Partners shall at all times conform to the rules and regulations of the
law society of Kenya and the legal profession ethics in general
6. CAPITAL
6.1 That the capital required for the business of Partnership shall be
contributed time to time by the Partners in such manner and in all
respects as may be agreed to between them and such capital shall be
paid back to either party contributing as may be mutually agreed from
time to time but within one year after commencement of the business.
6.2 Advances to the partnership
6.2.1 If a Partner, with the request of the other Partners, advances a sum of
money to the Partnership, the advance shall be a debt due from the
Partnership to him and shall be payable within one year or within a period
of time to be agreed by the partners whilst the advance remains
outstanding and on repayment.
6.2.2 The sum advanced shall not be deemed to be an increase in the Partner’s
capital or
entitle him to an increased share in the profits of the Partnership.
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6.2.3 An advance made under clause 6.2 above shall be repaid, at the
expiration of 12 Months’ notice in writing given by the Partner who made the
advance to the other Partners or vice versa.
7. Partnership property
7.1 All the assets used for the purposes of the Partnership business shall
be Partnership property and shall belong to the Partners in the proportions in
which they share the profits of the Partnership.
7.2 The premises referred to in clause above are held by the Partners as
Partnership property. The cost of all rent, rates, repairs, insurance and other
outgoings and expenses relating to the premises and to any other premises
acquired for the purpose of the Partnership business shall be borne by the
Partnership.
7.3 The legal estate in all freehold or leasehold properties acquired for the
purpose of the Partnership shall be vested in the Partners upon trust for sale
or in some of the Partners as trustees for all the Partners. The net proceeds of
sale and the rents and profits until sale shall form part of the Partnership
assets. The trustees shall be indemnified by the Partnership against the rent
and other outgoings in respect of the properties and the costs and expenses
of observing the covenants relating to them.
8. BANK ACCOUNTS
8.1 The firm shall have in its name such Bank Accounts as may be
necessary with any Bank.
8.2 That the partners can open the bank account of the firm, in any bank as
mutually agreed by the partners.
8.3 The bank account/accounts of the FIRM shall be operated by any two
signatories among the partners and the managing partner being a
mandatory signatory to the accounts.
8.4 All Partnership moneys (not required for current expenses) shall, as
and when received, be paid into the Partnership bank account.
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8.5 Partnership cheques shall require the signature of any two Partners.
9. Records and account
9.1 Proper books of account and entry shall be kept and made by the Partners.
Each Partner shall duly and punctually make full and proper entries of all
business transacted by him on account of the Partnership.
9.2 As soon as practicable after each Accounting Date, a balance sheet and
profit and loss
account shall be prepared of all the assets and liabilities of the Partnership
on that Date and of all dealings and transactions of the Partnership during
the Accounting Period ending on that Date. The balance sheet and profit
and loss account shall be prepared and audited by the Accountant and
shall be signed by all the Partners. When signed, they shall be binding on
the Partners except for any manifest error which has been identified within
three calendar months after signature.
9.3 As soon as practicable after the end of each Accounting Period, a balance
sheet shall be prepared as at the Accounting Date of the assets and
liabilities of the Partnership and a profit and loss account in respect of all
transactions of the Partnership during the then preceding Accounting
Period. The balance sheet and profit and loss account shall be prepared on
the basis of accounting principles approved by the Managing Partner and
shall be audited by the Accountants.
9.4 Before the Partners sign the balance sheet and profit and loss account,
they shall by resolution determine what sums ought to be provided,
reserved or set aside for the following matters:
the payment of taxation in respect of each Partner’s share of the
profits of the Partnership;
the repayment of borrowings by the Partnership;
the cost of any agreed expansion of the Partnership business; and
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any other provision which the Partners consider reasonable or
prudent.
The Partners shall also by resolution determine whether any amount
provided, reserved or set aside in an earlier Accounting Period may be
released.
9.5 Each balance sheet and profit and loss account shall be agreed to
and signed by all the Partners and, when signed, shall be binding on
all the Partners except that, if any manifest error is detected and
pointed out by any Partner to the Managing Partner within three
calendar months after signature, the error shall be rectified.]
9.6 Each Partner shall be entitled [, after determination of the sums which
are to be reserved, provided, set aside and to be drawn out of the
Partnership’s bank account the undrawn balance (if any) of his share
of the profits shown in the profit and loss account [, less his share of
the amounts reserved, provided or set aside together with his share
of any amount released. The balance not drawn by him shall be
placed to the credit of his capital amount with the Partnership].
10. MANAGERIAL PROVISIONS
10.1 Managing Partner
Bandile Patel herein shall be the Managing Partner of the FIRM.
a. He shall carry on day to day affairs of the firm in the best interest of the
partners with the assistance of the other partners.
b. Appointments of consultants, staff, employees, agents, dealers, tax
consultants, auditors, advocates etc., shall be made by mutual
consultation between the partners.
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c. The Managing Partner shall be entitled to a Salary to be determined by
the parties from time to time as an add denture to this partnership
deed.
10.2 Meetings and voting
The Managing Partner, may at any time call a meeting of the Partnership. If the
purpose is to consider a resolution requiring the unanimous decision of the
Partners, at least 14 days’ notice in writing is required. For any other meeting,
at least 7 days’ notice in writing is required.
A general meeting of the Partners shall be convened at intervals of
approximately three months as determined by the Managing Partner to consider
the business and affairs of the Partnership.
11. THE PARTNERS’ OBLIGATIONS AND RESTRICTIONS
11.1 Good faith
Each Partner shall at all times:
be just and faithful to the other Partners in all matters relating to the
Partnership and give a true account when reasonably required to do so by the
other Partners;
devote his whole time and attention to the business of the Partnership and use
his best skills and endeavours to carry it on for the benefit of the Partnership;
conduct himself in a proper and responsible manner; and
use his best endeavours to promote the Partnership business.
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11.2 Restrictions on partners
No Partner shall without the prior [written] consent of the Managing Partner:
employ any of the assets of the Partnership or pledge its credit otherwise than in
the ordinary course of business and for the benefit of the Partnership;
compromise or compound or (except upon payment in full) release or discharge
any debt due to the Partnership;
lend money or give credit on behalf of the Partnership or have any dealings with
any person, firm or company with whom the Managing Partner has forbidden
him to deal;
buy or contract for any goods, services or property on behalf of the Partnership
involving an 1aggregate commitment of more than [________] or lease any asset
for an amount involving more than [________] per annum or [________] over the
term of the lease;
give any guarantee on behalf of the Partnership;
enter into any bond or become bail, surety or security with or for any person,
firm or company or do or knowingly cause or suffer to be done anything if, as a
result, any Partnership property may be taken in execution or otherwise
endangered;
[assign, mortgage or charge his share in the Partnership or] enter into
partnership with any other person, firm or company concerning his share in the
Partnership.
12 FUTURE SUCCESSION AND EXIT PLANS
12.1 BANDILE’S FUTURE JUDICIAL ASPIRATION
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a. In the event, Bandile receives an appointment to the Bench or take a
sabbatical to pursue judicial training:
b. He may withdraw fully or partially from practice with at least 6
months’ notice to Jane.
c. Bandile may either:
d. Assign his interest in the Firm to a mutually agreed third party; or
e. Convert his interest to a silent partner or consultant role if legally
permissible, receiving a reduced profit share.
12.2 JANE’S NGO CAREER PLAN
a. In the event Jane decides to exit the firm to pursue a role in an
International NGO:
b. She must provide at least 6 months’ written notice.
c. Jane may:
d. Sell or transfer her interest in the firm to Bandile or a third party,
subject to Bandies’ right of first refusal.
e. Retain a limited consulting role if compatible with her NGO work and
ethics rules.
13. DISTRIBUTION OF PROFITS AND LOSSES OF THE
PARTNERSHIP
The profit and losses of the FIRM shall be dealt with as hereunder:
a. All business expenses shall be borne by the FIRM.
b. That the Profits or Losses, as the case may be, of the Partnership
business shall be divided among the Partners as under :
PARTNER SHARE OF SHARE OF
PROFIT LOSS
…………………………………..
………………………………………….
…………………………………………….
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14. BOOKS OF ACCOUNTS
a. Upon mutual understanding, each Partner or his duly authorised
agent shall have free access to the account books of the
Partnership and shall be entitled to take copies or extracts from
any or all such books and records of the Partnership Business.
b. That the Partners shall keep or cause to be kept the books of
account of the FIRM at the principal places of its business and
make all entries therein, and that all such books of account kept
shall be closed on 31st March every year or in the case of any
necessity on any other date as the Partners may mutually decide.
15. PARTNERSHIP DEED
a. That the terms of the Partnerships Deed may be altered, added to
or cancelled by the written consent of the Parties to this DEED.
b. That it will always remain open to the parties hereto to amend,
annul or change any term or terms of this Deed of Partnership in
the course of its business and in that event of amending, annulling
or changing any term or terms of this deed of Partnership no fresh
deed shall be required to be executed.
Insurance
All buildings, machinery, office equipment and other assets of the Partnership of
an insurable nature shall, at the cost of the Partnership, be kept insured to their
full replacement value with reputable insurers approved by the Managing
Partner. All insurance money received in the event of loss or damage shall, so far
as possible, be applied in making good the loss or damage.
The Partnership shall maintain policies of insurance for such amounts as the
Managing Partner determines in respect of employer’s liability, public
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liability, professional negligence and loss of profits consequent upon
destruction of or damage to the Partnership premises.
16. PROCEDURE TO BE FOLLOWED IN EXPULSION OF A PARTNER.
Expulsion
If a Partner (the “defaulting Partner”):
is unable to perform his duties as a Partner by reason of illness, injury or other
cause for a period of 3 consecutive months or for an aggregate of more than 6
months during any period of twelve months; or
commits an act of bankruptcy or is adjudicated bankrupt or allows his share of
the Partnership to be charged for his separate debt under the Partnership Act;
or
becomes a patient under any statute relating to mental health; or
commits a grave breach or consistent breaches of this agreement; or
fails to pay any monies owing by him to the Partnership within 14 days of being
requested in writing by the Managing Partner to do so; or
is guilty of conduct likely to have a serious adverse effect upon the Partnership
business; or
absents himself from the business of the Partnership without proper cause and
without the consent of the Managing Partner for more than 6 months in any
period of twelve months;
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then upon the Managing Partner (or, if the Managing Partner is the defaulting
Partner, the other Partners) becoming aware of the circumstances the Managing
Partner (or, as the case may be, the other Partners) may by notice in writing
determine the Partnership as far as it concerns the defaulting Partner. The
defaulting Partner shall be deemed to have retired on the date of the notice.
The Partners may by notice in writing signed by all of them (other than the one
to whom the notice is addressed) request a Partner to retire from the
Partnership. If he does not retire within [________] days after the notice is given,
he shall at the expiration of that period be deemed to have retired.
17. DISPUTE RESOLUTION
That in the case of any dispute arising out of this DEED between the
Parties of this DEED and their representatives in relation to any matter
whatsoever touching the partnership affairs or the construction or
interpretation, it shall be decided before or after the determination of the
partnership shall be referred to arbitration under the Arbitration Act of
Kenya.
18. GOVERNING LAW
That without prejudice to the above terms and conditions the parties
hereto in all other matters shall be governed by the provisions of
Partnership Act of Kenya.
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IN WITNESS WHEREOF the Parties hereto have set and subscribed their
respective hands to these presents the day, month and year first written
above.
WITNESSES :
1. AMANDA APHIWE
(PARTY OF THE FIRST PART).
2. KEITH MALOBA
(PARTY OF THE SECOND PART)
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