(Articles of Partnership General Partnership)
ARTICLES
OF PARTNERSHIP
of
_______________________
KNOW
ALL MEN BY THESE PRESENTS:
That we, __Partner 1__, (single /
married / widow), and __Partner 2__, (single /
married / widow), and __Partner 3__, (single /
married / widow), all Filipinos, of legal ages, and residents of _____________,
Philippines, have on this day, covenanted to establish a partnership, in
accordance with the laws of the Republic of the Philippines;
AND
WE HEREBY CERTIFY:
1. That the names and addresses of the respective partners are as
follows:
NameAddress
_______________________
_____________ ______________
_____________ ______________
2. That the name of this
partnership shall be _____________ and it shall exist for _____________ (_____)
years from the execution of this instrument, unless the partners mutually agree
in writing to a shorter period. 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.
3. That the capital of this
partnership shall be _____________ (P_________), Philippine Currency, broken down, incontributions, as follows:
Name of Partner Contribution
_____________ P_____________
_____________ P_____________
_____________ P_____________
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.
4.
That the purpose(s) for which this partnership is established (is/are) as
follows: __________________________;
5. The partners shall provide
their full-time services and best efforts on behalf of the partnership. No
partner shall receive a salary for services rendered to the partnership. Each
partner shall have equal rights to manage and control the partnership and its
business. Should there be differences between the partners concerning ordinary
business matters, a decision shall be made by unanimous vote. 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:
__________________________ (P_____________), Philippine Currency, without the prior written consent of
each partner.
6.
That the profits and losses shall be divided among the partners pro rata, in
proportion to their respective contributions.
7. In the event a partner withdraws or retires from the
partnership for any reason, including death, the remaining partners may
continue to operate the partnership using the same name. A withdrawing partner shall be obligated
to give _____________ (______) days' prior written notice of (his/her) intention
to withdraw or retire and shall
be obligated to sell (his/her) interest in the partnership.
8. No partner shall transfer interest in the partnership to any other party without the written consent of the
remaining partner(s). The remaining partner(s) shall pay the withdrawing or retiring partner, or to
the legal representative of the deceased or disabled partner, the value of his interest in the partnership, or (a) the sum of
his capital account, (b) any unpaid loans due him, (c) his proportionate share
of accrued net profits remaining undistributed in his capital account, and (d)
hisinterest in any prior agreed
appreciation in the value of the partnership property over its book value. No
value for good will shall be included in determining the value of the partner's interest.
9. A 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 _____________ (____) years within the City/Province of
_____________ where the partnership is currently doing or planning to do
business.
IN
WITNESS WHEREOF, we have hereunto set our hands this _____________ at
_____________, Philippines
(SIGNATURES OF PARTNERS)
SIGNED IN THE PRESENCE OF:
____________________________________
(NOTE: ACKNOWLEDGMENT FORM CAN BE SEEN ON ANOTHER POST IN THIS BLOG UNDER LEGAL FORMS)