Partnership Capital Normally a prospective partner will be expected to pay a certain sum for his share of the partr.Jrship, which is usually related to his share of future profits and the existing capital structure of the practice. In some cases there may be an additional monetary requirement for goodwill, based on the reputation built up by the existing partnership, but this practice is now on the decline and mainly arises in connection with retired senior part-ners. Davey (1983) considered that the level of fixed capital provided by partners should be such as to enable the profits earned in any accounting year to. be withdrawn in full (after proper provision has been made for taxation) within a period of, say, six months from the end of the account-ing period. He also described how capital is required to finance the firm's debtors (to the extent that these are not financed by the firm's normal creditors) and fixed assets such as office furniture and equipment, and cars. Any ways in which the holding of these assets can b.! reduced will have a direct impact on the amount of partnership capital that is required. Capital is returnable if the partnership is dissolved in a solvent state, or in the event of a partner retiring from or otherwise leaving the partnership (Harmer and Camp, 1982). Finance for the acquisition of a partnership share is normally obtained in one of three ways:
(1) direct loan from the existing partnership to be repaid over a fixed term by the new partner receiving a reduced income and profit share during that period; (2) personal loan from the applicant's own bank or the practice's bank; or (3) raising of finance in times of restricted credit through life assurance annuities and other financial institutions (RICS, 1980).
Quantity Surveying Organisation and Practice 423 Preliminary Action by a Prospective Partner A prospective partner should consider carefully what positive contribu-tions he can make to the practice in the form of more projects, the right personality, being able to work harder and make difficult decisions, hav-ing sufficient enthusiasm, technical skill and organising ability beyond that possessed by his senior colleagues, being able to express himself con-cisely and clearly at client's meetings and having a practical plan for raising the capital r.2eded for the partnership share. Before any agreement is reached, full professional advice should be sought from a solicitor and an accountant as to the legal and financial implications. Clearly a junior partner cannot alter significantly the terms of the agreement presented to him, but at least he should be fully aware of the implications and can then make a reasoned decision based on this information (RICS, 1980).
Partnership Agreement There is in law no obligation upon the partners to set out the terms of the partnership agreement in writing, but it would be imprudent for any part-ner to rely on oral evidence of the existence of the agreement. Disputes and difficulties may easily arise in the absence of a written agreement (Harmer and Camp, 1982). In the absence of a written document the provisions of the Partnership Art will apply and these will not always reflect the true intentions of a professional partnership. On the death, re-tirement or expulsion of a partner, all concerned will wish to know where they stand (RICS, 1980). Every partnership is different and there is no standard form of agree-ment. The main contents of a partnership agreement generally comprise details of the practice; the arrangements for present and future contribu-tions of capital; profit/loss sharing; the basis of each partner's drawings; any restrictions of partners' activities outside the practice; management procedures from accounting and responsibility viewpoints; arrangements for future partners; provision for retirement; and provision for distribution of a partner's share in the event of retirement or death.- In addition the agreement often contains details of voting arrangements within the practice, and provision for reviewing the partnership arrangements at regular inter-vals is becoming increasingly common. Other matters such as annuities, goodwill, insurance and provision for the children of existing partners may also be included. Readers requiring further information on the drafting of partnership atreements and on partners' professional responsibilities are referred to Chalkley (1994).