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Real Estate Investment Partnership Agreement

Real Estate Investment Partnership Agreement Template for Philippines

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Key Requirements PROMPT example:

Real Estate Investment Partnership Agreement

"I need a Real Estate Investment Partnership Agreement for a three-party venture in Manila, where two local developers and one foreign investor will jointly develop and manage a mixed-use commercial property, with an initial investment period starting January 2025."

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Document background
The Real Estate Investment Partnership Agreement is a crucial document for parties seeking to collaborate on real estate investments in the Philippines. It is particularly relevant when two or more parties wish to combine their resources, expertise, and capital for real estate acquisition, development, or management purposes. This agreement must comply with specific Philippine legal requirements, including the Civil Code provisions on partnerships, the Corporation Code, and various real estate laws such as the Real Estate Service Act. The document typically covers essential aspects such as capital contributions, profit-sharing mechanisms, management responsibilities, and exit strategies, while addressing unique Philippine market considerations such as foreign ownership restrictions and local property regulations. It's commonly used for both commercial and residential real estate ventures, and can accommodate various investment structures while ensuring legal compliance with Philippine partnership and property laws.
Suggested Sections

1. Parties: Identification of all partners, including full legal names, addresses, and tax identification numbers

2. Background: Context of the partnership formation, purpose of the real estate investment venture, and general objectives

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including specific real estate and investment terminology

4. Partnership Formation: Legal establishment of the partnership, including name, principal place of business, and term

5. Capital Contributions: Detailed specification of initial and ongoing capital contributions from each partner, including property assets and cash investments

6. Ownership and Interest: Partnership interest percentages and ownership structure of real estate assets

7. Management and Control: Management structure, voting rights, and decision-making processes for the partnership

8. Real Estate Investment Strategy: Specific investment criteria, target properties, and investment objectives

9. Operations and Property Management: Day-to-day management responsibilities, property maintenance, and operational procedures

10. Financial Management: Banking, accounting procedures, fiscal year, and financial reporting requirements

11. Profit and Loss Distribution: Formula and timing for distributing profits and allocating losses among partners

12. Transfer Restrictions: Limitations on transfer of partnership interests and real estate assets

13. Termination and Dissolution: Conditions and procedures for partnership termination and asset distribution

14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

15. Miscellaneous Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Foreign Investment Compliance: Required when foreign partners are involved, detailing compliance with Philippine foreign investment restrictions

2. Development Projects: Include when the partnership involves real estate development activities rather than just investment

3. Property Acquisition Process: Detailed procedures for evaluating and acquiring new properties, needed for partnerships planning multiple acquisitions

4. Financing Arrangements: Include when the partnership will seek external financing or leverage

5. Environmental Compliance: Required when dealing with properties requiring environmental clearances or assessments

6. Insurance Requirements: Detailed insurance obligations when managing multiple high-value properties

7. Property Leasing Guidelines: Include when the partnership strategy involves leasing properties

8. Anti-Money Laundering Compliance: Required for large-scale investments or when dealing with significant cash transactions

Suggested Schedules

1. Schedule A - Property Schedule: Detailed list and description of initial real estate assets contributed to the partnership

2. Schedule B - Capital Contributions: Itemized list of initial capital contributions from each partner

3. Schedule C - Valuation Methodology: Agreed methods for valuing partnership assets and interests

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

5. Schedule E - Investment Criteria: Specific criteria for evaluating and selecting real estate investments

6. Schedule F - Financial Projections: Initial business plan and financial projections

7. Appendix 1 - Partner Information: Detailed information about each partner, including KYC documentation

8. Appendix 2 - Property Documents: Copies of relevant property titles, permits, and certificates

9. Appendix 3 - Due Diligence Reports: Property inspection reports, title searches, and other due diligence documentation

10. Appendix 4 - Compliance Certificates: Relevant regulatory and compliance certificates

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
Applicable Law
Approved Budget
Asset Management Fee
Business Day
Business Plan
Capital Account
Capital Contribution
Certificate of Title
Closing Date
Commencement Date
Completion Certificate
Confidential Information
Default Event
Development Plan
Distribution
Encumbrance
Environmental Laws
Fair Market Value
Fiscal Year
Foreign Investment Restrictions
Initial Capital Contribution
Investment Committee
Investment Criteria
Investment Period
Investment Property
Land Registration Authority
Managing Partner
Net Operating Income
Ownership Interest
Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Performance Fee
Permitted Use
Philippine Peso
Property Management Agreement
Property Manager
Property Title
Real Estate Assets
Real Estate Service Act
Regulatory Approvals
RESA
Reserved Matters
Security Interest
Selling Partner
Special Resolution
Target Property
Tax Year
Term
Transfer
Valuation Date
Zoning Laws
Clauses
Formation of Partnership
Capital Contributions
Partnership Interests
Management Rights
Investment Decision Making
Property Acquisition
Asset Management
Property Management
Financial Obligations
Profit Distribution
Loss Allocation
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Representations and Warranties
Indemnification
Insurance
Environmental Compliance
Regulatory Compliance
Foreign Ownership Restrictions
Decision Making
Voting Rights
Meeting Procedures
Accounting and Records
Bank Accounts
Tax Matters
Default
Force Majeure
Dispute Resolution
Governing Law
Termination
Partnership Dissolution
Asset Distribution
Notices
Assignment
Amendment
Severability
Entire Agreement
Relevant Industries

Real Estate

Property Development

Commercial Property

Residential Property

Industrial Property

Retail Property

Hospitality

Mixed-Use Development

Construction

Property Management

Real Estate Investment

Urban Development

Infrastructure

Relevant Teams

Legal

Real Estate

Investment

Finance

Compliance

Risk Management

Business Development

Operations

Asset Management

Property Management

Corporate Development

Due Diligence

Relevant Roles

Real Estate Investment Manager

Property Development Director

Legal Counsel

Chief Investment Officer

Real Estate Partner

Investment Analyst

Property Manager

Business Development Manager

Chief Financial Officer

Risk Management Officer

Compliance Officer

Real Estate Development Manager

Asset Manager

Investment Director

Managing Partner

Real Estate Operations Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the basic legal framework for partnerships, contracts, and property laws in the Philippines, including provisions on partnership formation, rights, and obligations
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Contains provisions relevant to partnership registration, corporate structure, and business organization requirements
Real Estate Service Act of the Philippines (RESA or RA 9646): Regulates real estate service practice and provides guidelines for real estate transactions and professional requirements
Foreign Investments Act (RA 7042): Regulates foreign investment participation in Philippine businesses, including real estate ventures and partnerships
National Internal Revenue Code: Governs taxation aspects of real estate transactions, partnership income, and capital gains from property investments
Land Registration Act (Act 496): Provides the framework for land registration and titling procedures in the Philippines
Urban Development and Housing Act (RA 7279): Relevant for urban real estate developments and housing projects
Anti-Money Laundering Act (RA 9160): Important for compliance in large real estate transactions and investment partnerships
Local Government Code (RA 7160): Contains provisions on local government requirements, permits, and regulations affecting real estate development
Condominium Act (RA 4726): Specifically relevant if the partnership involves condominium properties or development
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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