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Partnership Articles Of Incorporation Template for Philippines

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Key Requirements PROMPT example:

Partnership Articles Of Incorporation

"I need Partnership Articles of Incorporation for a technology consulting firm in Manila with three founding partners, where two partners are Philippine nationals and one is from Singapore, with initial capital of 5 million PHP to be contributed equally by March 2025."

What is a Partnership Articles Of Incorporation?

Partnership Articles of Incorporation are essential documents required when establishing a formal partnership business structure in the Philippines. This document is mandatory for registering a partnership with the Securities and Exchange Commission and serves as the foundational agreement between partners. It must comply with the requirements set forth in the Revised Corporation Code of the Philippines and various SEC regulations. The Articles detail crucial information including partner identities, capital contributions, profit-sharing arrangements, management structure, and operational procedures. Used when two or more individuals or entities wish to form a partnership business, this document provides legal protection for all partners and establishes clear guidelines for business operations. The contents must be carefully drafted to ensure compliance with Philippine law while addressing the specific needs and agreements of the partnering parties.

What sections should be included in a Partnership Articles Of Incorporation?

1. Parties: Identifies all founding partners, their complete names, nationalities, and addresses

2. Background: States the intention to form a partnership and brief context of the business venture

3. Definitions: Defines key terms used throughout the document

4. Partnership Name: States the official name of the partnership and any trade names to be used

5. Principal Office: Specifies the complete address of the partnership's main office

6. Purpose Clause: Detailed description of the partnership's business objectives and activities

7. Term of Partnership: Specifies duration of the partnership or if it's perpetual

8. Capital Contribution: Details the initial capital contributions of each partner, including nature and value

9. Profit and Loss Sharing: Establishes how profits and losses will be distributed among partners

10. Management and Control: Defines management structure and partners' voting rights

11. Partner Meetings: Procedures for regular and special meetings, including voting requirements

12. Admission of New Partners: Process and requirements for admitting new partners

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

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

15. Governing Law: Confirms Philippine law as governing law

16. Execution: Signature blocks for all partners and witnesses

What sections are optional to include in a Partnership Articles Of Incorporation?

1. Non-Competition: Restricts partners from engaging in competing businesses - used when intellectual property or trade secrets are significant

2. Intellectual Property Rights: Addresses ownership and use of IP - included when partnership involves significant IP assets

3. Foreign Investment Provisions: Required when foreign partners are involved, addressing compliance with Foreign Investments Act

4. Branch Offices: Included when partnership plans to operate multiple locations

5. Special Power of Attorney: Used when certain partners delegate authority for document signing

6. Arbitration Clause: Alternative dispute resolution provisions - recommended for larger partnerships

7. Partnership Insurance: Provisions regarding life or disability insurance on partners - useful for succession planning

8. Banking and Financial Arrangements: Specifies authorized signatories and banking procedures - important for larger partnerships

What schedules should be included in a Partnership Articles Of Incorporation?

1. Schedule A - Partner Information: Detailed information about each partner including contact details and professional qualifications

2. Schedule B - Capital Contributions: Itemized list of each partner's capital contributions, including valuations of non-cash assets

3. Schedule C - Asset Register: Detailed inventory of partnership's initial assets

4. Schedule D - Internal Rules and Regulations: Detailed operational procedures and policies

5. Appendix 1 - Partnership Organization Chart: Visual representation of management structure

6. Appendix 2 - Special Resolutions: Any special resolutions passed during formation

7. Appendix 3 - Required Permits and Licenses: List of necessary business permits and licenses

8. Appendix 4 - Specimen Signatures: Official signatures of all partners for banking and legal purposes

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Teams

Legal

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Relevant Roles

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