The 80 20 Partnership Agreement is a specialized legal instrument used in the Philippines when establishing a business partnership where one partner takes a dominant position with an 80% interest while the other maintains a 20% stake. This document is particularly useful in situations where one partner contributes significantly more capital, resources, or expertise but still wants to maintain a collaborative business relationship with a minority partner who may bring essential local knowledge, operational expertise, or specific skills to the venture. The agreement must comply with Philippine partnership laws, including the Civil Code and relevant tax regulations, while addressing key aspects such as capital contributions, profit sharing, management rights, decision-making processes, and exit strategies. It's commonly used in various business sectors and can be adapted to accommodate both domestic and foreign investment arrangements, subject to Philippine foreign ownership restrictions where applicable.
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1. Parties: Identification of the partners, including full legal names, addresses, and tax identification numbers
2. Background: Context of the partnership formation and brief description of the business purpose
3. Definitions: Key terms used throughout the agreement, including accounting periods, profit definitions, and other relevant terminology
4. Partnership Formation: Declaration of partnership formation, business name, and effective date
5. Capital Contributions: Details of initial and any subsequent capital contributions, including valuation of non-cash contributions
6. Profit and Loss Sharing: Specific terms of the 80-20 split, including calculation methods and distribution timing
7. Management and Control: Decision-making structure, voting rights, and day-to-day management responsibilities
8. Partner Rights and Obligations: Detailed responsibilities and rights of each partner, reflecting the 80-20 structure
9. Banking and Financial Matters: Banking arrangements, accounting procedures, and financial reporting requirements
10. Transfer of Partnership Interest: Rules regarding sale, transfer, or encumbrance of partnership interests
11. Term and Termination: Duration of partnership and circumstances for termination
12. Dissolution and Liquidation: Procedures for winding up the partnership and asset distribution
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. Dispute Resolution: Procedures for resolving disputes between partners
15. Miscellaneous Provisions: Standard clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on partners engaging in competing businesses - include when partners have other business interests
2. Intellectual Property: IP ownership and usage rights - include when the partnership involves creation or use of IP
3. Insurance: Required insurance coverage - include for high-risk businesses or substantial assets
4. Employee Management: Guidelines for hiring and managing employees - include when the partnership will have employees
5. Additional Capital Calls: Procedures for requesting additional capital - include when future capital needs are anticipated
6. Foreign Investment Provisions: Compliance with foreign investment laws - include when any partner is non-Filipino
7. Exit Strategy: Detailed procedures for partner exit - include when partners want specific exit mechanisms defined
1. Schedule A - Initial Capital Contributions: Detailed list of each partner's initial capital contributions, including valuations
2. Schedule B - Business Plan: Initial business plan and strategic objectives of the partnership
3. Schedule C - Management Structure: Detailed organizational structure and management procedures
4. Schedule D - Profit Distribution Formula: Detailed calculation methods for the 80-20 profit sharing arrangement
5. Schedule E - Partner Contact Information: Complete contact details and authorized representatives of each partner
6. Appendix 1 - Partnership Registration Documents: Copies of official registration documents and permits
7. Appendix 2 - Bank Account Details: Partnership bank account information and authorized signatories
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