Real Estate Investment Operating Agreement for Philippines

Real Estate Investment Operating Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes the terms and conditions for operating and managing real estate investments. This document outlines the relationship between investors, operators, and other stakeholders, detailing capital contributions, management responsibilities, profit-sharing arrangements, and operational procedures. It incorporates specific provisions to comply with Philippine real estate laws, foreign investment regulations, and local property management requirements, while establishing clear governance structures and risk management protocols for real estate investment ventures.

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What is a Real Estate Investment Operating Agreement?

The Real Estate Investment Operating Agreement serves as the primary governing document for real estate investment ventures in the Philippines, establishing the framework for collaboration between investors, operators, and various stakeholders. This agreement is essential when multiple parties come together to invest in, develop, or manage real estate assets in the Philippine market. It addresses crucial aspects such as capital contributions, management rights, profit distribution, and compliance with local regulations including the Foreign Investments Act and Real Estate Service Act. The document is particularly important given the Philippines' specific requirements regarding foreign ownership of land and real estate investments, making it vital for both local and international investors to clearly define their roles, rights, and obligations within the permitted legal framework.

What sections should be included in a Real Estate Investment Operating Agreement?

1. Parties: Identification of all parties to the agreement, including investors, operators, and any special purpose vehicles

2. Background: Context of the investment arrangement and purpose of the agreement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Investment Structure: Details of the investment vehicle, ownership percentages, and capital contributions

5. Property Details: Specific information about the real estate assets covered by the agreement

6. Management and Operations: Rights, duties, and responsibilities of the operator/manager

7. Financial Provisions: Capital calls, distributions, profit sharing, and accounting requirements

8. Regulatory Compliance: Compliance with Philippine laws, including foreign ownership restrictions and reporting requirements

9. Representations and Warranties: Standard representations and warranties from all parties

10. Covenants: Ongoing obligations of the parties

11. Term and Termination: Duration of the agreement and termination provisions

12. Exit Mechanisms: Procedures for transfer of interests, buy-out rights, and exit strategies

13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

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

What sections are optional to include in a Real Estate Investment Operating Agreement?

1. Development Rights: Include when the investment involves property development or construction activities

2. Environmental Compliance: Include when the property requires specific environmental permits or compliance measures

3. Property Management: Include when there is a separate property management arrangement

4. Financing Provisions: Include when external financing or mortgages are part of the investment structure

5. Special Purpose Vehicle: Include when establishing a specific entity for the investment

6. Foreign Investment Provisions: Include when foreign investors are involved, addressing specific restrictions and requirements

7. Asset Management: Include when there is a separate asset management arrangement

8. Leasing Guidelines: Include when the property will be leased to tenants

What schedules should be included in a Real Estate Investment Operating Agreement?

1. Schedule A - Property Details: Detailed description of the property, including title information and encumbrances

2. Schedule B - Capital Contributions: Detailed breakdown of initial and committed capital contributions from each party

3. Schedule C - Management Services: Detailed scope of management services and performance metrics

4. Schedule D - Fee Structure: Comprehensive breakdown of all fees, including management fees and performance fees

5. Schedule E - Distribution Waterfall: Detailed structure of how distributions will be allocated among parties

6. Schedule F - Required Consents: List of required regulatory approvals and third-party consents

7. Schedule G - Insurance Requirements: Required insurance coverage and minimum limits

8. Appendix 1 - Form of Capital Call Notice: Standard form for issuing capital calls

9. Appendix 2 - Form of Transfer Notice: Standard form for transfer of interests

10. Appendix 3 - Compliance Certificates: Required compliance certificates and forms

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
Clauses
Relevant Industries

Real Estate

Commercial Property

Residential Property

Industrial Property

Retail Property

Hospitality

Mixed-Use Development

Infrastructure

Construction

Property Management

Investment Management

Financial Services

Relevant Teams

Legal

Real Estate

Investment

Operations

Finance

Compliance

Risk Management

Business Development

Asset Management

Property Management

Corporate Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Real Estate Investment Manager

Property Development Manager

Legal Counsel

Investment Director

Asset Manager

Operations Director

Compliance Officer

Property Manager

Investment Analyst

Real Estate Portfolio Manager

Business Development Director

Risk Manager

Corporate Secretary

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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