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Co Ownership Business Agreement
"I need a Co-Ownership Business Agreement for a professional accounting firm in Manila, where three certified public accountants will have equal ownership shares and rotating management responsibilities, with specific provisions for client confidentiality and professional indemnity insurance."
1. Parties: Identification of all co-owners with their complete details including names, addresses, and tax identification numbers
2. Background: Context of the agreement, including the business purpose and the intention to enter into co-ownership
3. Definitions: Key terms used throughout the agreement
4. Business Purpose and Scope: Detailed description of the business activities and limitations
5. Ownership Structure: Specification of ownership percentages and capital contributions
6. Management and Control: Decision-making processes, voting rights, and management structure
7. Financial Provisions: Capital contributions, profit sharing, losses, and financial management
8. Operations: Day-to-day business operations, responsibilities, and procedures
9. Rights and Obligations: Detailed rights and responsibilities of each co-owner
10. Transfer of Interests: Rules for selling, transferring, or encumbering ownership interests
11. Dispute Resolution: Procedures for resolving conflicts between co-owners
12. Term and Termination: Duration of the agreement and conditions for termination
13. Governing Law: Confirmation of Philippine law application and jurisdiction
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Intellectual Property Rights: Used when the business involves significant IP assets, detailing ownership and usage rights
2. Non-Competition: Required when co-owners want to restrict competitive activities
3. Confidentiality: Important for businesses with trade secrets or sensitive information
4. Insurance: Needed when specific insurance requirements are necessary for the business
5. Employee Management: Required when the business will have employees
6. Environmental Compliance: Necessary for businesses with environmental impact
7. Foreign Ownership Provisions: Required when any co-owner is not a Philippine national
8. Digital Assets Management: Important for businesses with significant online presence or digital assets
1. Schedule A - Initial Capital Contributions: Detailed list of each owner's initial capital contributions, including valuations
2. Schedule B - Business Assets: Comprehensive inventory of business assets owned by the co-ownership
3. Schedule C - Authorized Signatories: List of individuals authorized to sign on behalf of the business
4. Schedule D - Management Procedures: Detailed procedures for management meetings and decision-making
5. Schedule E - Valuation Methodology: Agreed methods for valuing the business and ownership interests
6. Appendix 1 - Business Plan: Initial business plan and strategic objectives
7. Appendix 2 - Compliance Requirements: List of required permits, licenses, and regulatory compliance obligations
8. Appendix 3 - Key Contracts: Summary of important contracts and agreements affecting the business
Authors
Business
Business Day
Business Hours
Business Plan
Capital Account
Capital Contribution
Co-Owner
Commencement Date
Confidential Information
Default Event
Dispute
Effective Date
Encumbrance
Fair Market Value
Financial Year
Force Majeure Event
Governing Law
Initial Capital Contribution
Intellectual Property Rights
Interest
Management Committee
Material Breach
Net Profit
Operating Expenses
Ownership Interest
Ownership Percentage
Parties
Philippine Peso
Principal Place of Business
Profit Share
Related Party
Reserved Matters
Share
Special Resolution
Tax
Term
Territory
Third Party
Transfer
Valuation Date
Working Capital
Definitions and Interpretation
Business Purpose
Term and Duration
Ownership Structure
Capital Contributions
Management Rights
Decision Making
Voting Rights
Financial Provisions
Profit Distribution
Loss Allocation
Banking Arrangements
Accounting and Records
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Death or Incapacity
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Asset Management
Insurance Requirements
Representations and Warranties
Default Events
Termination Rights
Buy-Out Provisions
Dispute Resolution
Force Majeure
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Retail
Manufacturing
Professional Services
Real Estate
Technology
Food and Beverage
Agriculture
Construction
Healthcare
Education
Tourism and Hospitality
E-commerce
Transportation and Logistics
Financial Services
Legal
Corporate Affairs
Executive Leadership
Finance
Compliance
Risk Management
Business Development
Operations
Corporate Governance
Investment
Business Owner
Chief Executive Officer
Managing Director
Business Partner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Business Development Manager
Company Secretary
Operations Director
Investment Manager
Compliance Officer
Risk Manager
Partnership Manager
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