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Limited Liability Partnership Agreement
"I need a Limited Liability Partnership Agreement for a law firm in Manila with five founding partners, including specific provisions for profit sharing based on both capital contribution and billable hours, and clear procedures for admitting future partners from our associate pool."
1. Parties: Identification of all founding partners, including their full names, addresses, and professional qualifications
2. Background: Context of the partnership formation, including the purpose and intent of the partners
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Formation and Name: Declaration of partnership formation, partnership name, and registered address
5. Business Purpose: Detailed description of the partnership's business activities and scope
6. Term and Duration: Period of partnership and conditions for continuation
7. Capital Contributions: Details of initial and subsequent capital contributions by each partner
8. Partnership Interests: Allocation of ownership interests among partners
9. Profit and Loss Sharing: Formula and procedures for distributing profits and losses
10. Management Structure: Management rights, voting powers, and decision-making procedures
11. Partners' Duties and Obligations: Responsibilities, commitments, and expectations of partners
12. Meetings and Resolutions: Procedures for partner meetings and decision-making processes
13. Books and Records: Requirements for maintaining partnership records and financial accounts
14. Banking and Finance: Banking arrangements and financial management procedures
15. Admission of New Partners: Process and conditions for admitting new partners
16. Withdrawal and Retirement: Procedures for partner withdrawal or retirement
17. Transfer of Partnership Interest: Rules governing the transfer of partnership interests
18. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution
19. Dispute Resolution: Mechanisms for resolving disputes between partners
20. Governing Law: Specification of Philippine law as governing law and jurisdiction
1. Non-Competition: Restrictions on partners competing with the partnership - include when partners agree to post-partnership restrictions
2. Intellectual Property Rights: Ownership and use of partnership IP - important for professional services firms
3. Professional Indemnity Insurance: Insurance requirements - particularly relevant for professional service partnerships
4. International Operations: Rules for international business - include if partnership operates across borders
5. Additional Capital Contributions: Procedures for requiring additional capital - include if future capital calls are anticipated
6. Family Members Employment: Rules regarding employment of partners' family members - include if family involvement is expected
7. Retirement Benefits: Special provisions for retiring partners - include if retirement benefits are offered
8. Technology and Data Protection: Digital asset management and data protection - important for modern professional practices
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each partner's initial capital contribution
2. Schedule 2: Partner Information: Detailed information about each partner including qualifications and specializations
3. Schedule 3: Profit Sharing Ratios: Detailed formula and calculations for profit distribution
4. Schedule 4: Management Responsibilities: Specific roles and responsibilities of managing partners
5. Schedule 5: Insurance Requirements: Details of required insurance coverage and minimum limits
6. Schedule 6: Approved Banks: List of approved banks for partnership accounts
7. Appendix A: Partnership Policies: Internal policies and procedures of the partnership
8. Appendix B: Professional Standards: Professional and ethical standards applicable to the partnership
9. Appendix C: Compliance Requirements: Regulatory compliance requirements specific to the partnership's field
Authors
Applicable Law
Articles of Partnership
Business Day
Business Purpose
Capital Account
Capital Contribution
Cause
Confidential Information
Default Event
Defaulting Partner
Effective Date
Encumbrance
Financial Year
Founding Partners
Governing Body
Initial Capital Contribution
Intellectual Property Rights
Limited Liability Partnership
Managing Partner
Material Breach
Net Income
Non-Managing Partner
Operating Expenses
Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Partnership Share
Professional Services
Profit and Loss Account
Regulatory Body
Reserved Matters
Retiring Partner
Securities and Exchange Commission
Senior Partner
Special Resolution
Successor
Tax Year
Transfer
Valuation Date
Voting Rights
Winding Up
Working Capital
Partnership Name and Office
Duration
Business Purpose
Capital Contribution
Partnership Interests
Management Rights
Voting Rights
Profit and Loss Sharing
Distribution of Profits
Partner Duties
Restrictive Covenants
Confidentiality
Intellectual Property
Decision Making
Reserved Matters
Partner Meetings
Financial Records
Banking Arrangements
New Partner Admission
Transfer Restrictions
Partner Withdrawal
Partner Retirement
Partner Expulsion
Death of Partner
Disability
Valuation
Competition Restrictions
Professional Standards
Quality Control
Insurance
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Dissolution
Winding Up
Amendment Procedures
Notices
Assignment
Severability
Entire Agreement
Legal Services
Accounting and Audit
Medical Practice
Architecture
Engineering Services
Management Consulting
Financial Advisory
Real Estate Services
Information Technology Services
Professional Services
Legal
Finance
Compliance
Corporate Secretarial
Risk Management
Operations
Professional Standards
Administrative
Partnership Management
Executive Leadership
Managing Partner
Senior Partner
Junior Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Compliance Officer
Professional Practice Director
Managing Director
Partnership Administrator
Risk Management Officer
Operations Director
Finance Director
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