ARTICLES OF PARTNERSHIP
of
KENT AND WAYNE
CONSULTING FIRM, LTD
KNOW ALL MEN BY
THESE PRESENTS:
That
we, the undersigned, all of legal age and residents of the Republic of the
Philippines have agreed to amend a limited partnership under the terms and conditions
herein set forth and subject to the provisions of existing laws of the Republic
of the Philippines.
AND WE HEREBY CERTIFY:
ARTICLE I
That
the name of the partnership shall be: KENT AND WAYNE CONSULTING FIRM, LTD.
ARTICLE II
That the principal office of the
partnership shall be located at (address)
ARTICLE
III
That the names, citizenship, residence and
designation of the partners of said partnership are as follows:
Name /Citizenship /Residence /Designation
ARTICLE
IV
That
the term for which said partnership is to exist is 20 years from the original
recording of said partnership by the Securities and Exchange Commission. Should
the partnership be terminated by unanimous vote, the assets and cash of the
partnership shall be used to pay all creditors, with the remaining amounts to
be distributed to the partners according to their proportionate share
ARTICLE
V
That
the purpose for which said partnership is formed are as follows: 1) To conduct consultation
services regarding legal matters, political and business affairs, and
counseling; and 2) To render background investigation services and private
detective work.
ARTICLE
VI
That
the capital of the partnership shall be two million, Philippine Currency contributed
in cash by the partners as follows:
Name /Amount Contributed
NAME /AMOUNT
The
partnership shall maintain a capital account record for each partner; should
any partner's capital account fall below the agreed to amount, then that
partner shall (1) have his share of partnership profits then due and payable
applied instead to his capital account; and (2) pay any deficiency to
the partnership if his share of partnership profits is not yet due and payable
or, if it is, his share is insufficient to cancel the deficiency.
ARTICLE
VII
The general partners
shall provide their full-time services and best efforts on behalf of the
partnership. Each general partner shall have equal rights to manage and control
the partnership and its business. Should there be differences between the general
partners concerning ordinary business matters, a decision shall be made by
unanimous vote by all the partners. It is understood that the partners may
elect one of the partners to conduct the day-to-day business of the
partnership; however, no partner shall be able to bind the partnership by act
or contract to any liability exceeding Pesos: Three Hundred Thousand Pesos (P 300,
000), Philippine Currency, without the prior written consent of each partner.
ARTICLE VIII
That
the profits and losses shall be divided among the partners pro rata, in
proportion to their respective contributions.
ARTICLE
IX
That
should there be any additional contribution made by a limited partner, such
must be agreed upon by all the partners in writing and duly recorded at least
two (2) days after signing of same agreement. Such contribution shall amend
Article IV of the Articles of Partnership and in no case shall such amendment
be done less than one (1) year after the original recording of said partnership
by the Securities and Exchange Commission.
ARTICLE
X
That
the contribution of each limited partner may be returned to him/ her five (5) years after the original recording
of said partnership by the Securities and Exchange Commission.
ARTICLE
XI
That
the limited partner may be given the right to substitute an assignee as
contributor in his place, provided that he has duly notified his partners in
writing, stating the reasons there for, five (5) days before effectivity of
said substitution. Provided further that such limited partner has already
settled his obligations to the partnership prior to the notification of
substitution.
ARTICLE
XII
That
a partner may admit an additional limited partner, provided that the other
partners have been duly notified in writing seven (7) days before effectivity
of admission and duly concurred by all the partners in writing.
ARTICLE
XIII
That
the remaining general partner or partners shall have the right to continue the
business in cases of death, retirement, civil interdiction, insanity or
insolvency of a general partner.
ARTICLE
XIV
That
the partners willingly undertake to change the name of the partnership
immediately upon receipt of notice/ directive from the Securities and Exchange
Commission that another partnership, corporation, or person has been declare
misleading, deceptive, confusingly similar to a registered name or contrary to public
morals, good customs or public policy.
ARTICLE XV
A general partner who retires or withdraws
from the partnership shall not directly or indirectly engage in a business
which is or which would be competitive with the existing or then anticipated
business of the partnership for a period of seven (7) years within the Region
XIII where the partnership is currently doing or planning to do business.
IN WITNESS
WHEREOF, we have hereunto set our hands this 4th day of March 2014
at Tacloban City, Leyte, Philippines
NAME
TIN NO: 542-234-567-001
NAME
TIN NO: 234-567-789-002
NAME
TIN NO: 432-167-555-003