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XIV PARTNERSHIP
A. ARTICLES
Form No. 1--Articles
of Partnership General Partnership
Form No. 2--Articles of Partnership Limited
Partnership
Form No. 1--Articles
of Partnership General Partnership
(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:
Name Address
_____________ __________________________
_____________ __________________________
_____________ __________________________
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, in contributions, 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) his interest
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:
__________________ __________________
(ACKNOWLEDGMENT)
Form No. 2--Articles
of Partnership Limited Partnership
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