ARTICLES OF PARTNERSHIP
OF
________
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned partners, all of legal age, residents and citizens of the Philippines, have, on this day, voluntarily associated ourselves together for the purpose of forming a limited partnership under the following terms and conditions and subject to existing and applicable laws of the Republic of the Philippines;
AND WE HEREBY CERTIFY:
ARTICLE I. Partnership Name. That the name of the partnership shall be ________, and shall transact business under the said name.
ARTICLE II. Business Purpose. That the following is the purpose(s) of the partnership:
________
ARTICLE III. Principal Place of Business. That the principal place of business of this partnership shall be located at:
________
ARTICLE IV. Term of Existence. That the partnership shall commence on the date of execution of this Articles of Partnership and shall continue until the partners decide to terminate the partnership.
ARTICLE V. Partners' Circumstances. That the names, nationalities, complete residence addresses and respective designations of the partners are as follows:
1. ________ (Filipino) - ________ - General Partner
2. ________ (Filipino) - ________ - Limited Partner
ARTICLE VI. Capital Contributions. That the capital of this partnership shall be ________ (Php________) which is already contributed by the partners, as follows:
1. ________: Php________
2. ________: Php________
That no transfer of interest which will reduce the ownership of Filipino citizens to less than the required percentage of capital as provided by existing laws shall be allowed or permitted to be recorded in the proper books of the partnership.
ARTICLE VII. Partner's Salaries. That the partners shall receive a monthly salary of Php________ each, unless otherwise adjusted by the partners.
ARTICLE VIII. Sharing Ratios. That the profits and losses of this partnership shall be divided and distributed proportionately on the ratio of the contribution to the capital of each partner.
A Limited Partner will be liable for, and will have the duty to pay as and when due, its Capital Contribution. Except for such Capital Contribution, a Limited Partner will not be required to make any further contributions or loans to the Partnership, and will not be personally liable for any obligations of the Partnership, subject to the terms of this agreement.
ARTICLE IX. Management. That the partnership shall be under the management of ________, the Managing Partner, who shall be in charge of the affairs of the partnership. The Managing Partner shall have the power to use the partnership name in performing such acts as are necessary and expedient in the management of the partnership, in its ordinary course of business, and to carry out its lawful business.
No Limited Partner shall take part in the management of the business of the partnership or transact any business in the name of the partnership. No Limited Partner, in its capacity as such, has the power or authority to bind the partnership or to execute acts of strict dominion such as signing an agreement or document in the name of the Partnership. Moreover, such partner shall have no vote on matters related to the business and operations of the partnership other than as set forth in this agreement or as required by law.
ARTICLE X. Additional Contribution of Limited Partners. That should there be further or additional contribution by a limited partner, both partners must execute a written agreement duly recorded and signed by all of them approving or allowing such additional contribution.The additional contribution shall cause the amendment of this Articles of Partnership, specifically the "Capital Contributions", which shall be made after following period of time: ________.
ARTICLE XI. Return of Contribution of Limited Partners. That the contributions of each limited parter shall be returned to them after the following period: ________ from the date of recordation of the Articles of Partnership with the Securities and Exchange Commission.
ARTICLE XII. Admission of Additional Limited Partners. That additional limited partners may be admitted, subject to the requirement that both partners have duly concurred on such admission, and that a written notification is given to the other partner for the following period: ________ before the admission of such additional partner becomes effective.
ARTICLE XIII. Substitution of Limited Partners. That each limited partner shall have the right to substitute an assignee as contributor in their place, subject to the requirement that a written notification is given to the other partner for the following period: ________ before the substitution becomes effective, with a statement of the reasons for such substitution.
ARTICLE XIV. Assignment of Partners' Interest. That the partners shall not assign their interest in the partnership without the express written consent of the other partner, which consent shall not be unjustly withheld.
ARTICLE XV. Withdrawal or Retirement of Partner. A partner who withdraws or retires from the partnership shall not engage, directly or indirectly, with a business that is or may be competitive to the partnership's existing or anticipated business within the following geographic location: ________ or where the partnership is currently doing or planning to do business for the following period: ________ after the date of the partner's withdrawal or retirement.
ARTICLE XVI. 52525252822 22 855222 8522. 5552 252 25522258 525252522 22 82225852282 855222 252 2522 22 252 25522258582, 58 525282 25288525 25 58 5222525 2525252225, 5222 5282822 22 222882 25 585282882 2522 252 5285582828 525 55855222 8222888822 2552 5222525 82522552822, 25522258582, 25 225822 558 58858525 5 25825 58252 22 252 582 22 2552 2522 25 2552 252 2522 558 8222 52885525 22 82 2888255822, 528222882, 82225882282 8828855 22 5 5228822525 2522, 25 82225552 22 258888 225588, 2225 8582228, 25 258888 228882.
IN WITNESS WHEREOF, we have hereunto affixed our signatures this............. day of................................, 20........., at City or Municipality of........................................., Province of........................................., Philippines.
________
________
________
________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF.......................................................)
CITY OR MUNICIPALITY OF..................................................)S.S.
BEFORE ME, a Notary Public, for and in City or Municipality of........................................., Province of....................................., this............. day of................................, 20........., personally appeared the following persons:
1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________ and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
known to me and to me known to be the same persons that executed the foregoing Articles of Partnership constituting of............. pages, including this page where the acknowledgment is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the date and place above written.
NOTARY PUBLIC
Doc No................;
Page No..............;
Book No..............;
Series of..............
ARTICLES OF PARTNERSHIP
OF
________
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned partners, all of legal age, residents and citizens of the Philippines, have, on this day, voluntarily associated ourselves together for the purpose of forming a limited partnership under the following terms and conditions and subject to existing and applicable laws of the Republic of the Philippines;
AND WE HEREBY CERTIFY:
ARTICLE I. Partnership Name. That the name of the partnership shall be ________, and shall transact business under the said name.
ARTICLE II. Business Purpose. That the following is the purpose(s) of the partnership:
________
ARTICLE III. Principal Place of Business. That the principal place of business of this partnership shall be located at:
________
ARTICLE IV. Term of Existence. That the partnership shall commence on the date of execution of this Articles of Partnership and shall continue until the partners decide to terminate the partnership.
ARTICLE V. Partners' Circumstances. That the names, nationalities, complete residence addresses and respective designations of the partners are as follows:
1. ________ (Filipino) - ________ - General Partner
2. ________ (Filipino) - ________ - Limited Partner
ARTICLE VI. Capital Contributions. That the capital of this partnership shall be ________ (Php________) which is already contributed by the partners, as follows:
1. ________: Php________
2. ________: Php________
That no transfer of interest which will reduce the ownership of Filipino citizens to less than the required percentage of capital as provided by existing laws shall be allowed or permitted to be recorded in the proper books of the partnership.
ARTICLE VII. Partner's Salaries. That the partners shall receive a monthly salary of Php________ each, unless otherwise adjusted by the partners.
ARTICLE VIII. Sharing Ratios. That the profits and losses of this partnership shall be divided and distributed proportionately on the ratio of the contribution to the capital of each partner.
A Limited Partner will be liable for, and will have the duty to pay as and when due, its Capital Contribution. Except for such Capital Contribution, a Limited Partner will not be required to make any further contributions or loans to the Partnership, and will not be personally liable for any obligations of the Partnership, subject to the terms of this agreement.
ARTICLE IX. Management. That the partnership shall be under the management of ________, the Managing Partner, who shall be in charge of the affairs of the partnership. The Managing Partner shall have the power to use the partnership name in performing such acts as are necessary and expedient in the management of the partnership, in its ordinary course of business, and to carry out its lawful business.
No Limited Partner shall take part in the management of the business of the partnership or transact any business in the name of the partnership. No Limited Partner, in its capacity as such, has the power or authority to bind the partnership or to execute acts of strict dominion such as signing an agreement or document in the name of the Partnership. Moreover, such partner shall have no vote on matters related to the business and operations of the partnership other than as set forth in this agreement or as required by law.
ARTICLE X. Additional Contribution of Limited Partners. That should there be further or additional contribution by a limited partner, both partners must execute a written agreement duly recorded and signed by all of them approving or allowing such additional contribution.The additional contribution shall cause the amendment of this Articles of Partnership, specifically the "Capital Contributions", which shall be made after following period of time: ________.
ARTICLE XI. Return of Contribution of Limited Partners. That the contributions of each limited parter shall be returned to them after the following period: ________ from the date of recordation of the Articles of Partnership with the Securities and Exchange Commission.
ARTICLE XII. Admission of Additional Limited Partners. That additional limited partners may be admitted, subject to the requirement that both partners have duly concurred on such admission, and that a written notification is given to the other partner for the following period: ________ before the admission of such additional partner becomes effective.
ARTICLE XIII. Substitution of Limited Partners. That each limited partner shall have the right to substitute an assignee as contributor in their place, subject to the requirement that a written notification is given to the other partner for the following period: ________ before the substitution becomes effective, with a statement of the reasons for such substitution.
ARTICLE XIV. Assignment of Partners' Interest. That the partners shall not assign their interest in the partnership without the express written consent of the other partner, which consent shall not be unjustly withheld.
ARTICLE XV. Withdrawal or Retirement of Partner. A partner who withdraws or retires from the partnership shall not engage, directly or indirectly, with a business that is or may be competitive to the partnership's existing or anticipated business within the following geographic location: ________ or where the partnership is currently doing or planning to do business for the following period: ________ after the date of the partner's withdrawal or retirement.
ARTICLE XVI. 52525252822 22 855222 8522. 5552 252 25522258 525252522 22 82225852282 855222 252 2522 22 252 25522258582, 58 525282 25288525 25 58 5222525 2525252225, 5222 5282822 22 222882 25 585282882 2522 252 5285582828 525 55855222 8222888822 2552 5222525 82522552822, 25522258582, 25 225822 558 58858525 5 25825 58252 22 252 582 22 2552 2522 25 2552 252 2522 558 8222 52885525 22 82 2888255822, 528222882, 82225882282 8828855 22 5 5228822525 2522, 25 82225552 22 258888 225588, 2225 8582228, 25 258888 228882.
IN WITNESS WHEREOF, we have hereunto affixed our signatures this............. day of................................, 20........., at City or Municipality of........................................., Province of........................................., Philippines.
________
________
________
________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF.......................................................)
CITY OR MUNICIPALITY OF..................................................)S.S.
BEFORE ME, a Notary Public, for and in City or Municipality of........................................., Province of....................................., this............. day of................................, 20........., personally appeared the following persons:
1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________ and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
known to me and to me known to be the same persons that executed the foregoing Articles of Partnership constituting of............. pages, including this page where the acknowledgment is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the date and place above written.
NOTARY PUBLIC
Doc No................;
Page No..............;
Book No..............;
Series of..............
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