Partnership Agreement Template for United States

A Partnership Agreement is a legally binding contract between two or more partners who join forces to run a business in the Philippines. It spells out how the partners will share profits, losses, and responsibilities, while following the requirements of the Philippine Civil Code and Corporation Code.

This crucial document sets the rules for making business decisions, bringing in new partners, resolving disputes, and handling partner exits. Smart business owners use it to prevent misunderstandings and protect everyone's interests - think of it as a roadmap that keeps your business partnership running smoothly and helps avoid costly legal battles down the road.

Create your Partnership Agreement before you start doing business together - ideally during your initial planning discussions. This timing lets you and your partners align expectations about roles, investments, and profit-sharing while everyone is still cooperative and optimistic about the venture.

Under Philippine law, you need this agreement when starting any general or limited partnership, especially in regulated industries like real estate or professional services. It's also essential when bringing new partners into an existing business, changing profit-sharing arrangements, or updating management structures. Having clear terms from day one helps prevent costly disputes and protects everyone's interests.

• General Partnership Agreement: Most common type where all partners share equal management rights and unlimited liability for business debts
• Limited Partnership Agreement: Combines active managing partners with passive investors who have limited liability
• 3 Partner Business Agreement: Specially structured for three-way partnerships with detailed profit sharing and voting mechanisms
• Joint Partnership Agreement: Used for temporary project-specific collaborations between businesses
• Partnership Separation Agreement: Handles the orderly dissolution of partnerships and asset distribution

• Business Partners: The primary parties who sign and are bound by the Partnership Agreement, including both active managing partners and silent investors
• Corporate Lawyers: Draft and review agreements to ensure compliance with Philippine partnership laws and protect clients' interests
• Business Consultants: Help structure partnership terms, profit-sharing arrangements, and management responsibilities
• Accountants: Advise on financial aspects, tax implications, and profit distribution mechanisms
• SEC Officials: Review partnership documents during registration and ensure compliance with Philippine regulations
• Business Brokers: Use agreements when facilitating partnership formations or business sales involving multiple parties

• Partner Details: Gather complete names, addresses, and tax identification numbers of all partners joining the business
• Business Basics: Define your business name, location, purpose, and target start date
• Capital Contributions: Document each partner's initial investments, both cash and non-cash assets
• Profit Distribution: Agree on how profits, losses, and draws will be shared among partners
• Management Structure: Outline voting rights, decision-making processes, and partner responsibilities
• Exit Strategy: Plan procedures for partner retirement, death, or voluntary withdrawal
• Template Selection: Use our platform to generate a legally-sound agreement that includes all required elements under Philippine law

• Partner Information: Full legal names, addresses, and tax identification numbers of all partners
• Business Details: Company name, principal office address, and nature of business operations
• Capital Structure: Initial contributions, profit-sharing ratios, and loss distribution formulas
• Management Rights: Decision-making procedures, voting powers, and partner responsibilities
• Dissolution Terms: Conditions for partnership termination and asset distribution process
• Dispute Resolution: Clear procedures for handling conflicts and mandatory arbitration clauses
• Transfer Rights: Rules for selling partnership interests and admitting new partners
• Governing Law: Explicit statement of compliance with Philippine Civil Code and Corporation Code

A Partnership Agreement differs significantly from a Business Acquisition Agreement. While both deal with business relationships, they serve distinct purposes under Philippine law.

• Duration and Purpose: Partnership Agreements create ongoing business relationships between partners, while Business Acquisition Agreements handle one-time transfers of business ownership
• Parties Involved: Partnership Agreements bind multiple partners in a shared business venture, whereas Business Acquisition Agreements involve sellers transferring assets to buyers
• Legal Structure: Partnerships create new business entities under Philippine partnership laws, while acquisitions transfer existing business assets or shares
• Risk Sharing: Partners share ongoing business risks and liabilities, but acquisition deals typically have clear cutoff points for liability transfer
• Financial Terms: Partnerships focus on profit-sharing and operational costs, while acquisitions deal with purchase prices and payment terms