The Limited Liability Limited Partnership Agreement is a sophisticated legal instrument used in the Philippines when businesses seek to establish a hybrid entity that combines partnership flexibility with corporate-style liability protection. This document is particularly valuable for ventures requiring substantial capital investment where both active managers (general partners) and passive investors (limited partners) need liability protection while maintaining distinct roles. The agreement must navigate Philippine legal requirements, including compliance with the Revised Corporation Code and Civil Code, while establishing clear frameworks for partnership governance, capital contributions, profit distribution, and operational management. It's especially relevant for large-scale projects, real estate developments, or investment ventures where multiple parties contribute varying levels of capital and management expertise.

1. Parties: Identifies and provides details of all partners, including general partners and limited partners

2. Background: Sets out the context and purpose of forming the LLLP

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Establishes the LLLP's formation, name, and registered address

5. Purpose and Business: Defines the scope of partnership business activities

6. Capital Contributions: Details initial and subsequent capital contributions from all partners

7. Partnership Interests: Specifies the ownership interests and economic rights of partners

8. Management and Control: Outlines management structure, voting rights, and decision-making processes

9. Rights and Duties of Partners: Defines obligations and rights of general and limited partners

10. Liability and Indemnification: Addresses liability limitations and indemnification provisions

11. Distributions and Allocations: Details profit/loss allocation and distribution policies

12. Books, Records and Accounting: Specifies record-keeping requirements and accounting practices

13. Transfer Restrictions: Sets out restrictions on transfer of partnership interests

14. Withdrawal and Removal: Procedures for partner withdrawal or removal

15. Dissolution and Liquidation: Processes for partnership dissolution and asset distribution

16. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction

17. Miscellaneous Provisions: Includes standard boilerplate clauses