LLP Operating Agreement Template for Philippines

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Key Requirements PROMPT example:

LLP Operating Agreement

"I need an LLP Operating Agreement for a technology consulting firm based in Manila with three equal partners, where we'll all be actively involved in management and want to include specific provisions for intellectual property protection and profit sharing starting from March 2025."

Document background
The LLP Operating Agreement is a crucial document required when establishing a Limited Liability Partnership in the Philippines. It serves as the primary governing document that defines the partnership's structure, operations, and partner relationships while ensuring compliance with Philippine legislation, particularly the Revised Corporation Code and SEC regulations. This agreement is essential for businesses seeking to operate under the LLP structure, which offers liability protection for partners while maintaining operational flexibility. The document typically includes detailed provisions on capital contributions, profit sharing, management structure, partner duties, and dispute resolution mechanisms. It should be carefully drafted to address both current operational needs and potential future scenarios, incorporating specific requirements for Philippine LLPs regarding partner responsibilities, compliance obligations, and governance procedures.
Suggested Sections

1. Parties: Identification of all partners forming the LLP, including their full legal names and addresses

2. Background: Context of the LLP formation and partners' intention to operate under this agreement

3. Definitions: Key terms used throughout the agreement and their specific meanings

4. Formation and Name: Details of LLP establishment, business name, and registration information

5. Purpose and Business: Defined scope of LLP's business activities and objectives

6. Term and Dissolution: Duration of the LLP and circumstances for dissolution

7. Capital Contributions: Initial and subsequent capital contributions by partners

8. Profit and Loss Distribution: Method of allocating profits and losses among partners

9. Management Structure: Governance framework and management responsibilities

10. Partner Rights and Obligations: Detailed rights, duties, and responsibilities of all partners

11. Meetings and Voting: Procedures for partner meetings and voting mechanisms

12. Books and Records: Requirements for maintaining financial records and partnership documents

13. Transfer of Partnership Interests: Rules governing the transfer of ownership interests

14. Withdrawal and Retirement: Procedures for partner withdrawal and retirement

15. Dispute Resolution: Process for resolving conflicts between partners

16. Governing Law: Specification of Philippine law as governing law

17. Amendment Procedure: Process for modifying the agreement

Optional Sections

1. Non-Competition: Restrictions on partners competing with the LLP's business - include when partners may have competing interests

2. Intellectual Property Rights: Ownership and management of IP - include when LLP's business involves significant IP

3. Insurance: Requirements for business insurance - include for high-risk businesses

4. Foreign Investment Provisions: Special provisions for foreign partners - include when there are non-Filipino partners

5. Special Voting Rights: Different voting rights for different classes of partners - include when partnership has tiered structure

6. Succession Planning: Procedures for succession of partnership interests - include when partners want specific succession arrangements

7. Environmental Compliance: Environmental obligations - include for businesses with environmental impact

Suggested Schedules

1. Schedule A - Partner Details: Detailed information about each partner including contact information and initial capital contributions

2. Schedule B - Initial Capital Contributions: Itemized list of all initial capital contributions, including valuations of non-cash contributions

3. Schedule C - Business Plan: Initial business plan and strategic objectives of the LLP

4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities

5. Schedule E - Profit Sharing Ratios: Detailed breakdown of profit and loss allocation formulas

6. Appendix 1 - SEC Registration Documents: Copies of all registration documents filed with SEC

7. Appendix 2 - Partner Resolutions: Initial partner resolutions and key decisions

8. Appendix 3 - Compliance Checklist: Checklist of regulatory requirements and compliance obligations

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

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Information Technology

Management Consulting

Real Estate

Healthcare Services

Engineering Services

Financial Services

Educational Services

Architecture

Environmental Consulting

Media and Communications

Trading and Distribution

Relevant Teams

Legal

Finance

Compliance

Corporate Governance

Operations

Risk Management

Partner Relations

Strategic Planning

Business Development

Administrative

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Business Development Director

Partnership Manager

Operations Director

Risk Manager

Finance Director

Managing Director

Partner Relations Manager

Strategic Planning Director

Industries
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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