Investment Club Partnership Agreement for Philippines

Investment Club Partnership Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates an investment club partnership. This document outlines the terms and conditions for a group of individuals pooling their resources for investment purposes, including membership requirements, capital contributions, management structure, investment policies, profit distribution, and governance procedures. It ensures compliance with Philippine partnership laws, securities regulations, and relevant financial legislation while providing a framework for collective investment decisions and club operations.

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What is a Investment Club Partnership Agreement?

The Investment Club Partnership Agreement serves as the foundational document for groups of individuals in the Philippines who wish to pool their resources for investment purposes. This agreement is essential when establishing a formal investment club structure under Philippine law, particularly in compliance with the Civil Code of the Philippines and Securities Regulation Code. The document comprehensively addresses crucial aspects such as capital contributions, membership criteria, investment policies, profit distribution, and governance mechanisms. It provides the legal framework necessary for the club's operation while protecting members' interests and ensuring regulatory compliance. The Investment Club Partnership Agreement is particularly relevant in the Philippine context where collective investment schemes are gaining popularity as a means for small to medium-sized investors to participate in various investment opportunities while sharing expertise and reducing individual risk exposure.

What sections should be included in a Investment Club Partnership Agreement?

1. Parties: Identifies all founding members of the investment club, including their full legal names, addresses, and contact information

2. Background: Outlines the purpose of forming the investment club and the general intentions of the partners

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Formation and Name: Establishes the partnership's name and confirms its formation under Philippine law

5. Purpose and Objectives: Details the specific investment objectives, strategies, and scope of the club's activities

6. Capital Contributions: Specifies initial and ongoing capital contribution requirements, including payment schedules and methods

7. Membership: Outlines requirements for membership, maximum number of members, and membership classes if any

8. Management Structure: Defines the management roles, including officers, committees, and their respective responsibilities

9. Investment Policies: Details investment guidelines, restrictions, and decision-making processes for investments

10. Meetings and Voting: Specifies procedures for regular and special meetings, voting rights, and quorum requirements

11. Accounting and Records: Establishes requirements for financial record-keeping, audits, and reporting to members

12. Profit and Loss Distribution: Details how profits and losses will be allocated among members

13. Transfer of Interests: Outlines rules for transferring partnership interests and admission of new members

14. Withdrawal and Termination: Specifies procedures for member withdrawal and conditions for partnership termination

15. Dispute Resolution: Establishes procedures for resolving disputes between members

16. Governing Law: Confirms the agreement is governed by Philippine law and specifies jurisdiction

17. Amendment Procedures: Details the process for amending the agreement

What sections are optional to include in a Investment Club Partnership Agreement?

1. Club Officers and Duties: Detailed section about specific officer positions and their responsibilities, recommended for larger clubs with formal management structures

2. Investment Committee: Establishes a dedicated committee for investment decisions, useful for clubs with complex investment strategies

3. Valuation Methods: Detailed procedures for valuing investments and member interests, important for clubs with diverse investment portfolios

4. Tax Provisions: Specific tax-related provisions and responsibilities, recommended for clubs with complex tax situations

5. Confidentiality and Non-Disclosure: Provisions protecting club information and investment strategies, important for clubs with sensitive investment approaches

6. Electronic Communications: Provisions for conducting business and meetings electronically, useful for modern operation

7. Force Majeure: Provisions for handling unforeseen circumstances affecting club operations

8. Insurance Requirements: Specifications for insurance coverage, recommended for clubs with substantial assets

What schedules should be included in a Investment Club Partnership Agreement?

1. Schedule A - Initial Members and Capital Contributions: Lists founding members and their initial capital contributions

2. Schedule B - Investment Guidelines: Detailed investment criteria, restrictions, and permitted investment types

3. Schedule C - Valuation Methodology: Detailed procedures for calculating unit values and performing valuations

4. Schedule D - Fee Structure: Details of any management fees, transaction fees, or other charges

5. Schedule E - Member Contact Information: Current contact details for all members

6. Appendix 1 - Meeting Procedures: Detailed procedures for conducting meetings and recording minutes

7. Appendix 2 - Partnership Resolution Template: Standard format for documenting partnership resolutions

8. Appendix 3 - Membership Application Form: Standard form for new member applications

9. Appendix 4 - Withdrawal Notice Template: Standard form for members to notify withdrawal

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

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Investment Management

Private Equity

Real Estate

Securities Trading

Venture Capital

Asset Management

Wealth Management

Professional Services

Legal Services

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Finance

Corporate Governance

Portfolio Management

Wealth Management

Corporate Advisory

Investment Operations

Relevant Roles

Investment Manager

Financial Advisor

Legal Counsel

Compliance Officer

Partnership Secretary

Treasurer

Investment Committee Member

Portfolio Manager

Risk Manager

Corporate Lawyer

Chief Financial Officer

Wealth Manager

Fund Administrator

Managing Partner

Investment Analyst

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental legal framework for partnerships, including formation, rights and obligations of partners, and dissolution. Particularly relevant are Articles 1767-1867 which specifically deal with partnerships.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and investment instruments in the Philippines. Relevant for ensuring the investment club's activities comply with securities laws and registration requirements.
National Internal Revenue Code: Governs the taxation of partnerships and investment income in the Philippines, including capital gains tax, documentary stamp tax, and income tax obligations.
Anti-Money Laundering Act (Republic Act No. 9160): Provides regulations to prevent money laundering through investment vehicles. The club must ensure compliance with reporting requirements and due diligence procedures.
Corporation Code of the Philippines (Republic Act No. 11232): While primarily for corporations, certain provisions may be relevant for larger investment clubs that may need to consider incorporation or have corporate governance structures.
SEC Memorandum Circular No. 14, Series of 2006: Guidelines from the Securities and Exchange Commission regarding the registration and regulation of investment companies and clubs.
Investment Company Act (Republic Act No. 2629): Regulates investment companies and may apply if the investment club's activities fall within the scope of an investment company.
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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