LLC Ownership Percentage Agreement Template for Philippines

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Key Requirements PROMPT example:

LLC Ownership Percentage Agreement

"I need an LLC Ownership Percentage Agreement for our Philippine tech startup that will accommodate three local founders (60% total ownership) and a Singapore-based venture capital firm (40% ownership), with special provisions for future funding rounds planned for March 2025."

Document background
The LLC Ownership Percentage Agreement is a crucial document used when establishing or modifying ownership structures in Limited Liability Companies operating under Philippine law. This agreement becomes necessary during company formation, when new members join, or when ownership percentages change. It must comply with the Revised Corporation Code of the Philippines and related SEC regulations, particularly regarding ownership rights, voting procedures, and foreign ownership limitations. The document serves as the primary reference for ownership-related matters, including capital contributions, profit distribution, management rights, and share transfer procedures. It's essential for preventing future disputes by clearly defining each member's rights and obligations while providing mechanisms for business continuity and dispute resolution.
Suggested Sections

1. Parties: Identification of all LLC members/owners with their complete details and citizenship

2. Background: Context of the agreement formation and brief description of the LLC's business

3. Definitions: Definitions of key terms used throughout the agreement

4. Ownership Structure: Detailed breakdown of ownership percentages and corresponding capital contributions

5. Rights and Obligations: Fundamental rights and obligations of members based on their ownership percentages

6. Voting Rights: Voting power allocation and decision-making thresholds

7. Profit and Loss Distribution: Formula and method for distributing profits and losses among members

8. Transfer Restrictions: Limitations and procedures for transferring ownership interests

9. Management Rights: Management participation rights based on ownership percentages

10. Meetings and Resolutions: Procedures for member meetings and passing resolutions

11. Term and Termination: Duration of the agreement and conditions for termination

12. Governing Law: Specification of Philippine law as governing law and jurisdiction

13. Dispute Resolution: Procedures for resolving disputes between members

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Foreign Ownership Provisions: Special provisions required when foreign members are involved, ensuring compliance with Philippine foreign ownership restrictions

2. Tag-Along Rights: Rights of minority members to join in the sale of ownership interests by majority members

3. Drag-Along Rights: Rights of majority members to force minority members to join in the sale of the company

4. Anti-Dilution Protection: Provisions protecting members from ownership dilution in future capital raises

5. Right of First Refusal: Procedure giving existing members priority in purchasing available ownership interests

6. Deadlock Resolution: Special procedures for resolving management deadlocks

7. Put and Call Options: Rights to force purchase or sale of ownership interests under specific circumstances

8. Special Voting Arrangements: Any specific voting arrangements for particular decisions or circumstances

Suggested Schedules

1. Schedule A - Initial Ownership Structure: Detailed table showing initial ownership percentages and capital contributions of each member

2. Schedule B - Valuation Methodology: Agreed method for valuing ownership interests for future transfers or buyouts

3. Schedule C - Transfer Procedures: Detailed procedures and forms for executing ownership transfers

4. Schedule D - Voting Thresholds: List of decisions requiring different voting thresholds

5. Schedule E - Member Details: Complete information about each member including contact details and representatives

6. Appendix 1 - Corporation Documents: Copies of relevant corporate documents including SEC registration and licenses

7. Appendix 2 - Specimen Signature Cards: Authorized signatures of all members and their representatives

8. Appendix 3 - Required Forms: Standard forms for various procedures under the agreement (transfer notices, voting proxies, etc.)

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

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