Partnership Settlement Agreement for Philippines

Partnership Settlement Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that formalizes the dissolution of a partnership and establishes the terms of settlement between partners. This agreement outlines the distribution of assets, allocation of liabilities, mutual releases, and other critical terms necessary for properly concluding the partnership relationship. It ensures compliance with the Civil Code of the Philippines and other relevant legislation while providing a clear framework for winding up partnership affairs and preventing future disputes.

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What is a Partnership Settlement Agreement?

The Partnership Settlement Agreement is a crucial document used when partners decide to formally dissolve their business relationship in the Philippines. It serves as the definitive agreement that outlines how the partnership will be terminated and all associated matters resolved. This document is essential when partners wish to document their mutual understanding regarding the distribution of assets, settlement of liabilities, and release of claims. The agreement must comply with the Civil Code of the Philippines, particularly Articles 1767-1867 regarding partnerships, and other relevant Philippine legislation including tax regulations and alternative dispute resolution laws. It typically includes detailed provisions about financial settlements, asset distribution, ongoing obligations, and mutual releases, providing a comprehensive framework for the orderly dissolution of the partnership and prevention of future disputes.

What sections should be included in a Partnership Settlement Agreement?

1. Parties: Identification of all partners and their complete details including addresses for service

2. Background: Recitals describing the partnership's history, reason for dissolution, and context for the settlement

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

4. Partnership Dissolution: Formal agreement to dissolve the partnership and the effective date

5. Settlement Terms: Core terms of the settlement including financial arrangements and asset distribution

6. Mutual Release: Mutual release of claims between partners

7. Tax Matters: Agreement on handling tax liabilities and obligations

8. Confidentiality: Provisions regarding confidentiality of partnership information and settlement terms

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

10. Entire Agreement: Integration clause confirming this document represents the complete agreement

11. Execution: Signature blocks and execution formalities

What sections are optional to include in a Partnership Settlement Agreement?

1. Non-Competition: Restrictions on partners competing with the former partnership business - include when the partnership involved trade secrets or client relationships

2. Intellectual Property Rights: Distribution of IP rights - include when the partnership owned or developed intellectual property

3. Outstanding Liabilities: Handling of partnership debts and liabilities - include when there are significant outstanding obligations

4. Employee Matters: Treatment of employees and employment obligations - include when the partnership had employees

5. Dispute Resolution: Alternative dispute resolution procedures - include when parties want to specify arbitration or mediation

6. Public Announcements: Protocol for public communications - include for high-profile partnerships or when public relations are important

7. Ongoing Cooperation: Requirements for future cooperation - include when partners need to work together post-dissolution

What schedules should be included in a Partnership Settlement Agreement?

1. Schedule A - Asset Distribution: Detailed listing of partnership assets and their agreed distribution

2. Schedule B - Financial Settlement: Detailed breakdown of financial settlements including payments and timing

3. Schedule C - Outstanding Projects: List of ongoing projects and their handling

4. Schedule D - Client List: Distribution of clients and handling of client relationships

5. Schedule E - Inventory: Detailed inventory of partnership property and its disposition

6. Appendix 1 - Partnership Agreement: Copy of the original partnership agreement being terminated

7. Appendix 2 - Financial Statements: Recent financial statements of the partnership

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

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Professional Services

Legal Services

Accounting & Financial Services

Real Estate

Construction

Retail

Healthcare

Information Technology

Consulting

Manufacturing

Agriculture

Food & Beverage

Transportation & Logistics

Relevant Teams

Legal

Finance

Operations

Compliance

Tax

Corporate Secretariat

Risk Management

Business Development

Corporate Affairs

Executive Leadership

Relevant Roles

Managing Partner

General Partner

Senior Partner

Legal Counsel

Corporate Lawyer

Business Owner

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Finance Director

Operations Manager

Business Development Manager

Partnership Manager

Compliance Officer

Tax Advisor

Accountant

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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