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Partnership Articles Of Association

Partnership Articles Of Association Template for Philippines

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Key Requirements PROMPT example:

Partnership Articles Of Association

"I need Partnership Articles of Association for a technology consulting firm in Manila with three equal partners, where we want to include specific provisions for intellectual property rights and the possibility of admitting new partners in the future as we expand."

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Document background
Partnership Articles of Association serve as the fundamental governing document for business partnerships in the Philippines, establishing the legal and operational framework for the business relationship between partners. This document is essential when two or more parties wish to form a business partnership, whether for professional services, trading, or other commercial activities. It must comply with the Civil Code of the Philippines and other relevant legislation, including the Code of Commerce and tax regulations. The articles typically detail capital contributions, profit-sharing arrangements, management structure, partner rights and obligations, and procedures for major business decisions. Partners should create this document before commencing business operations and update it as needed when circumstances change or new partners join.
Suggested Sections

1. Parties: Details of all founding partners, including full names, addresses, and citizenship

2. Background: Context of the partnership formation and partners' intention to associate

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

4. Partnership Name and Principal Office: Official name of the partnership and its registered address

5. Purpose and Business Objectives: Detailed description of partnership's business activities and goals

6. Term of Partnership: Duration of the partnership (fixed term or indefinite)

7. Capital Contributions: Initial and subsequent capital contributions of each partner

8. Profit and Loss Sharing: Agreement on distribution of profits and allocation of losses

9. Management and Control: Partnership management structure and decision-making processes

10. Rights and Obligations of Partners: Detailed responsibilities and rights of all partners

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

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

13. Bank Accounts: Management of partnership bank accounts and signing authorities

14. Admission of New Partners: Process and conditions for admitting new partners

15. Withdrawal and Retirement: Procedures for partner withdrawal or retirement

16. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

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

18. Dispute Resolution: Procedures for resolving disputes between partners

Optional Sections

1. Non-Competition: Restrictions on partners engaging in competing businesses, used when partners have other business interests

2. Intellectual Property Rights: Ownership and use of IP, important for partnerships involving creative or technical work

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

4. Environmental Compliance: Environmental obligations, necessary for businesses with environmental impact

5. Foreign Investment Provisions: Special provisions when foreign partners are involved

6. Professional Qualifications: Required for professional partnerships (law, accounting, etc.)

7. Succession Planning: Procedures for handling deceased partner's interest

8. Social Media and Communication Policy: Guidelines for public communications, important for client-facing businesses

Suggested Schedules

1. Schedule A - Capital Contributions: Detailed breakdown of each partner's capital contributions

2. Schedule B - Profit Sharing Ratios: Specific percentages or formulas for profit distribution

3. Schedule C - Partner Information: Detailed information about each partner including contact details

4. Schedule D - Assets Register: List of partnership assets and their values

5. Schedule E - Management Structure: Detailed organizational structure and management roles

6. Appendix 1 - Business Plan: Initial business plan and projections

7. Appendix 2 - Operating Procedures: Detailed internal procedures and policies

8. Appendix 3 - Required Licenses: Copies of business licenses and permits

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles
Business
Business Day
Business Hours
Business Plan
Capital Account
Capital Contribution
Code
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Distribution
Drawing Account
Effective Date
Financial Year
Fiscal Year
General Partner
Governing Law
Initial Capital
Intellectual Property Rights
Limited Partner
Managing Partner
Net Income
Net Loss
Operating Expenses
Partnership
Partnership Assets
Partnership Capital
Partnership Interest
Partnership Property
Peso
PHP
Principal Office
Profit and Loss
Profits
Quarter
Related Party
Relevant Laws
Reserved Matters
SEC
Senior Partner
Share
Special Resolution
Tax
Term
Territory
Transfer
Voting Rights
Working Capital
Clauses
Formation
Partnership Name
Term
Business Purpose
Principal Office
Capital Contribution
Additional Capital
Profit and Loss Distribution
Management Rights
Voting Rights
Partner Obligations
Decision Making
Bank Accounts
Financial Records
Accounting
Partner Meetings
Admission of New Partners
Transfer of Interest
Withdrawal
Retirement
Death of Partner
Dissolution
Liquidation
Non-Competition
Confidentiality
Intellectual Property
Dispute Resolution
Arbitration
Governing Law
Force Majeure
Notices
Amendment
Severability
Insurance
Indemnification
Good Faith
Environmental Compliance
Anti-Money Laundering
Data Protection
Regulatory Compliance
Partner Representation
Default Events
Remedies
Assignment
Entire Agreement
Relevant Industries

Professional Services

Retail and Trading

Manufacturing

Construction

Real Estate

Food and Beverage

Technology and Software

Consulting

Healthcare

Agriculture

Education

Financial Services

Import/Export

Logistics

Creative Industries

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Secretariat

Tax

Operations

Business Development

Senior Management

Board of Partners

Administrative

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Business Development Manager

Operations Manager

Compliance Officer

Risk Manager

Finance Director

Managing Director

Partnership Administrator

Senior Partner

Junior Partner

Company Secretary

Tax Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary legislation governing partnerships in the Philippines, particularly Title IX on Partnership (Articles 1767-1867). Covers formation, rights and obligations of partners, management, dissolution, and liquidation of partnerships.
Code of Commerce of the Philippines: Contains provisions relevant to commercial partnerships and their business operations, including rules on commercial transactions and obligations.
Corporation Code of the Philippines (Batas Pambansa Blg. 68): While primarily for corporations, contains relevant provisions for registration and compliance requirements that may affect partnerships, especially large ones.
National Internal Revenue Code (NIRC): Governs taxation of partnerships, including registration requirements, tax obligations, and filing procedures for business partnerships.
Securities Regulation Code (Republic Act No. 8799): Relevant if the partnership plans to issue investment instruments or if it reaches a certain size requiring SEC registration.
Labor Code of the Philippines: Important for partnerships that will have employees, covering employment terms, workers' rights, and employer obligations.
Local Government Code (Republic Act No. 7160): Contains provisions on local business permits and licenses required for partnerships operating in specific localities.
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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