Partners Agreement: understand its application

As we saw in the article on Articles of Association, more specific matters can be dealt with in a Partners Agreement, which is a very important shareholders' agreement that deals with more delicate matters between partners.

One benefit of drafting a Partners Agreement is that there is no obligation to register the document with the Board of Trade. In this way, the document will be known by all, and will be valid only among the partners.

The Partners' Agreement is the main instrument that regulates the relationship between the partners. It is in this document that the obligations of each partner are foreseen, always aiming at minimizing possible conflicts in the company.

Issues that may be addressed in the Partners' Agreement

• Definition of the responsibilities and obligations of each partner;

• Form of convening and conducting assemblies and meetings;

• Mechanisms for the entry and withdrawal of partners (vesting and cliff clauses, for example);

• Governance policy;

• Form of profit distribution;

• Forms and conditions of sale of quotas (including clauses blocking the sale of quotas;

It is important to point out that the Partners Agreement has no legal provision for application in the limited liability companies. Such instrument is foreseen only in the Corporations Law, but its use is perfectly accepted in the limited liability companies by analogy, but for application, it is necessary that the Articles of Association provide for the supplementary rule of the Corporations Law.