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Amendment Deed Of Partnership

Amendment Deed Of Partnership Template for Philippines

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Key Requirements PROMPT example:

Amendment Deed Of Partnership

"I need an Amendment Deed of Partnership under Philippine law to add a new partner to our existing professional services partnership and modify profit-sharing ratios among five partners, with the changes to take effect from March 1, 2025."

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Document background
The Amendment Deed Of Partnership is a crucial legal instrument used in the Philippine business context when partners need to modify their existing partnership arrangement. This document becomes necessary when partners wish to implement changes such as admitting new partners, accepting partner withdrawals, modifying profit-sharing ratios, adjusting capital contributions, or altering management structures. The deed must comply with the Civil Code of the Philippines, particularly Articles 1767-1867 governing partnerships, and requires notarization under Philippine law. It's essential for maintaining accurate legal records of partnership changes and ensuring smooth business operations while protecting all partners' interests. The document typically includes details of the original partnership, specific amendments being made, and how these changes affect the partnership's operation going forward.
Suggested Sections

1. Parties: Identifies all current partners who are party to the amendment deed

2. Background: Recitals stating the existence of the original partnership agreement, its date, and the partners' desire to amend it

3. Definitions: Defines key terms used in the amendment deed, including reference to terms in the original partnership agreement

4. Interpretation: Explains how the amendment deed relates to and should be read with the original partnership agreement

5. Effective Date: Specifies when the amendments take effect

6. Amendments: Details the specific changes being made to the original partnership agreement, with reference to relevant clauses

7. Confirmation: Confirms that all other provisions of the original partnership agreement remain in full force and effect

8. Costs: Specifies how costs associated with the preparation and execution of the amendment deed are to be borne

9. Governing Law: Confirms Philippine law as the governing law

10. Execution: Formal execution block including space for partners' signatures and witness attestation

Optional Sections

1. Additional Partners: Required when new partners are being admitted to the partnership

2. Retiring Partners: Required when existing partners are leaving the partnership

3. Capital Contributions: Required when there are changes to partners' capital contributions

4. Profit Sharing: Required when modifying the profit-sharing arrangement

5. Management Rights: Required when changing management structure or voting rights

6. Partnership Name: Required when changing the partnership's name

7. Business Purpose: Required when modifying the partnership's business objectives

8. Term Extension: Required when extending or modifying the partnership's duration

Suggested Schedules

1. Schedule 1 - Original Partnership Agreement: Copy of the original partnership agreement being amended

2. Schedule 2 - Amended Partnership Details: Table showing updated partnership information (e.g., partner names, profit shares, capital contributions)

3. Schedule 3 - Special Resolutions: Copies of any partner resolutions approving the amendments

4. Schedule 4 - Regulatory Approvals: Copies of any required regulatory or governmental approvals for the amendments

5. Appendix A - Updated Partnership Information: Updated registration information for filing with relevant government agencies

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Parties and Recitals
Definitions and Interpretation
Amendment Authority
Effective Date
Partnership Composition
Capital Contributions
Profit and Loss Sharing
Management Rights
Voting Rights
Business Purpose
Partnership Term
Banking Arrangements
Partner Obligations
Decision Making
Transfer of Interest
Admission of Partners
Withdrawal of Partners
Financial Arrangements
Business Operations
Partner Responsibilities
Representations and Warranties
Notices
Governing Law
Dispute Resolution
Costs and Expenses
Further Assurance
Severability
Entire Agreement
Counterparts
Execution
Relevant Industries

Professional Services

Real Estate

Retail

Food and Beverage

Manufacturing

Construction

Agriculture

Technology

Healthcare

Education

Consulting

Trading

Hospitality

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Business Development

Operations

Administrative

Executive Leadership

Relevant Roles

Managing Partner

Business Owner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Partnership Manager

Compliance Officer

Risk Manager

Company Secretary

Finance Director

Managing Director

Operations Manager

Business Administrator

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary legislation governing partnerships (Articles 1767-1867), including formation, modification, rights and obligations of partners, and dissolution. Also contains general provisions on contracts and obligations.
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Contains provisions relevant to partnerships, particularly regarding registration requirements and business organization regulations.
National Internal Revenue Code (NIRC): Governs the tax implications of partnership amendments, including potential changes in partnership interests, capital contributions, and tax obligations.
Rules of Court (Rule 130): Contains provisions regarding the admissibility of documents and proper execution of legal instruments.
2004 Rules on Notarial Practice (A.M. No. 02-8-13-SC): Governs the proper execution and notarization of documents, including requirements for the valid execution of partnership documents.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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