Terms And Conditions Of Partnership Deed Template for Philippines

The Terms And Conditions Of Partnership Deed is a crucial document used when establishing a business partnership in the Philippines. It serves as the foundational agreement that governs the relationship between partners, whether they are individuals, corporations, or a combination of both. This document is essential for compliance with the Philippine Civil Code (particularly Articles 1767-1867) and the Code of Commerce, making it relevant for both domestic and international business ventures. It should be prepared when partners wish to formalize their business relationship, detailing everything from capital contributions and profit-sharing arrangements to management structures and exit strategies. The document's comprehensiveness helps prevent future disputes by clearly defining partner rights, responsibilities, and operational procedures while ensuring alignment with Philippine partnership laws and regulations.

1. Parties: Identification and details of all partners entering into the partnership deed

2. Background: Context of the partnership formation and brief description of the business purpose

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

4. Partnership Name and Business: Official name of the partnership and detailed description of its business activities

5. Term of Partnership: Duration of the partnership and conditions for renewal

6. Capital Contributions: Details of initial and subsequent capital contributions by each partner

7. Profit and Loss Sharing: Formula and method for distribution of profits and losses among partners

8. Management and Administration: Management structure, decision-making processes, and partner responsibilities

9. Banking and Finance: Banking arrangements, signing authorities, and financial management procedures

10. Partner Meetings: Procedures for regular and special partner meetings, voting rights, and quorum requirements

11. Books of Accounts: Requirements for maintaining financial records and partner access rights

12. Rights and Obligations: Detailed rights and obligations of all partners

13. Restrictions on Partners: Non-compete clauses and other partner restrictions

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

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

16. Death or Incapacity: Provisions dealing with death or incapacity of partners

17. Dissolution and Winding Up: Circumstances and procedures for partnership dissolution

18. Dispute Resolution: Methods for resolving disputes between partners

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

20. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability