The Partnership Agreement Between Three Individuals is a crucial legal document used when three people wish to establish a formal business partnership in the Philippines. This document is essential for compliance with the Civil Code of the Philippines (particularly Articles 1767-1867) and various commercial regulations. It's commonly used when starting new businesses, formalizing existing collaborative arrangements, or restructuring business relationships. The agreement typically covers essential aspects such as capital contributions, profit-sharing ratios, management responsibilities, decision-making processes, and dispute resolution mechanisms. It provides legal protection for all partners while ensuring clear documentation of their rights, obligations, and expectations. The document should be tailored to specific business needs while maintaining compliance with Philippine partnership laws and regulations, including local business registration requirements and tax obligations.
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1. Parties: Identification and details of the three partners entering into the agreement
2. Background: Context of the partnership formation and the general intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Declaration of partnership formation, name, and business purpose
5. Term and Commencement: Duration of the partnership and start date
6. Capital Contributions: Initial and ongoing capital contributions from each partner
7. Profit and Loss Sharing: Agreement on how profits and losses will be distributed among partners
8. Management and Decision Making: Partnership management structure and voting rights
9. Partners' Duties and Obligations: Specific responsibilities and commitments of each partner
10. Banking and Financial Matters: Banking arrangements and financial management procedures
11. Accounting and Records: Requirements for maintaining partnership accounts and records
12. Addition and Withdrawal of Partners: Procedures for admitting new partners or handling partner withdrawals
13. Termination and Dissolution: Circumstances and procedures for ending the partnership
14. Governing Law: Specification of Philippine law as governing law
15. Dispute Resolution: Procedures for resolving disagreements between partners
16. Notices: How formal communications between partners should be made
17. General Provisions: Miscellaneous legal provisions including severability and entire agreement
1. Non-Competition: Restrictions on partners competing with the partnership - use when partners have other business interests
2. Intellectual Property Rights: Ownership and use of IP - include when the partnership will develop or use significant IP
3. Insurance: Partnership insurance requirements - important for high-risk businesses
4. Confidentiality: Protection of partnership secrets - essential for partnerships handling sensitive information
5. Death or Incapacity: Procedures in case of partner death or incapacity - important for family businesses or long-term partnerships
6. External Activities: Rules about partners' involvement in other businesses - use when partners have multiple business interests
7. Foreign Investment: Provisions related to foreign ownership - include if any partner is non-Filipino
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule B - Profit Sharing Ratios: Specific percentages and calculations for profit and loss distribution
3. Schedule C - Business Plan: Initial business plan and objectives of the partnership
4. Schedule D - Partner Contact Details: Complete contact information for all partners
5. Schedule E - Assets Register: List of partnership assets and their agreed values
6. Appendix 1 - Management Procedures: Detailed procedures for day-to-day management and decision-making
7. Appendix 2 - Banking Mandates: Specific banking arrangements and signing authorities
Relevant legal definitions
Clauses
Relevant Industries
Retail
Professional Services
Food and Beverage
Technology
Real Estate
Manufacturing
Construction
Agriculture
Trading
Consulting
Creative Industries
Healthcare
Education
Tourism and Hospitality
Relevant Teams
Legal
Corporate Affairs
Finance
Compliance
Risk Management
Business Development
Operations
Administrative
Management
Relevant Roles
Business Owner
Entrepreneur
Managing Partner
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Legal Administrator
Company Secretary
Business Consultant
Partnership Manager
Risk Manager
Compliance Officer
General Manager
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