Articles Of Organization Partnership Template for Philippines

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Key Requirements PROMPT example:

Articles Of Organization Partnership

"I need Articles of Organization Partnership for a new law firm in Manila with five equal partners, all Filipino citizens, to be established by March 2025, with specific provisions for profit sharing based on both capital contribution and billable hours."

Document background
The Articles of Organization Partnership is a mandatory legal document required for establishing partnerships in the Philippines. This document is essential when two or more parties wish to form a business partnership under Philippine jurisdiction. It must comply with the Civil Code of the Philippines (Republic Act No. 386) and SEC regulations, particularly Memorandum Circular No. 3-2018. The Articles of Organization Partnership includes crucial information such as partner details, capital contributions, profit-sharing arrangements, management structure, and operational procedures. This document is filed with the Securities and Exchange Commission and serves as the primary reference for partnership governance, partner relationships, and regulatory compliance. It's particularly important as it establishes the legal framework for the partnership's existence and operations, and is required for various business purposes including bank account opening, tax registration, and obtaining necessary permits and licenses.
Suggested Sections

1. Title and Preamble: States the document type and date of execution

2. Article I - Partners' Information: Complete names, nationalities, and addresses of all partners

3. Article II - Partnership Name and Principal Office: Official name of the partnership and complete address of the principal place of business

4. Article III - Purpose and Scope: Detailed description of the partnership's business activities and objectives

5. Article IV - Term of Partnership: Duration of the partnership, including commencement date and conditions for termination

6. Article V - Capital Contributions: Detailed description of each partner's capital contribution, whether monetary or in-kind

7. Article VI - Profit and Loss Sharing: Agreement on how profits and losses will be distributed among partners

8. Article VII - Management and Control: Structure of partnership management and voting rights of partners

9. Article VIII - Rights and Obligations of Partners: Detailed outline of partners' rights, duties, and responsibilities

10. Article IX - Meetings and Decisions: Procedures for partnership meetings and decision-making processes

11. Article X - Books and Records: Requirements for maintaining partnership records and access rights

12. Article XI - Dissolution and Liquidation: Procedures and conditions for partnership dissolution and asset distribution

13. Article XII - Amendment Provisions: Procedures for modifying the Articles of Organization

14. Execution and Notarization: Signature block for all partners and notary acknowledgment

Optional Sections

1. Article on Foreign Ownership: Required when the partnership includes foreign partners, detailing compliance with Philippine foreign ownership restrictions

2. Article on Intellectual Property Rights: Needed when the partnership's business involves significant IP assets or creative works

3. Article on Non-Competition: Include when partners agree to restrictions on competing business activities

4. Article on Succession Planning: Important for family partnerships or when specific succession arrangements are desired

5. Article on Alternative Dispute Resolution: Optional provision for handling disputes through mediation or arbitration

6. Article on Branch Offices: Required when the partnership plans to establish multiple business locations

7. Article on Special Powers: Needed when specific partners are granted special management or representation powers

Suggested Schedules

1. Schedule A - Capital Contribution Details: Detailed inventory and valuation of all partner contributions, especially for in-kind contributions

2. Schedule B - Partner Information Sheet: Detailed information about each partner including contact details and representative information

3. Schedule C - Distribution of Profits and Losses: Detailed breakdown of profit and loss sharing ratios and any special arrangements

4. Schedule D - Management Structure: Organizational chart and detailed management responsibilities

5. Appendix 1 - Partner's Tax Information: Tax identification numbers and other relevant tax details of partners

6. Appendix 2 - Special Authorizations: Copies of any special licenses, permits, or authorizations relevant to the partnership

7. Appendix 3 - Property Inventory: Detailed list of partnership properties and assets, if any at formation

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

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Retail and Trading

Real Estate

Manufacturing

Agriculture

Technology and Software

Food and Beverage

Construction

Healthcare Services

Educational Services

Consulting Services

Import/Export

Financial Services

Tourism and Hospitality

Relevant Teams

Legal

Compliance

Finance

Administrative

Corporate Secretariat

Risk Management

Operations

Business Development

Tax

Corporate Governance

Relevant Roles

Chief Executive Officer

Managing Partner

Legal Counsel

Corporate Secretary

Compliance Officer

Chief Financial Officer

Business Development Manager

Administrative Officer

Finance Manager

Tax Manager

Operations Manager

Risk Management Officer

Partnership Relations Manager

General Counsel

Company Registrar

Industries
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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