The Contract For LLC Partnership is a crucial legal document used in the Philippines when two or more parties wish to establish a Limited Liability Company partnership structure. This document is essential for businesses seeking to combine the flexibility of a partnership with the limited liability protection of a corporation under Philippine law. It becomes necessary when partners want to formalize their business relationship, define capital contributions, establish management structures, and set clear operational guidelines. The agreement must comply with the Revised Corporation Code of 2019, the Civil Code of the Philippines, and other relevant regulations. It's particularly important for new business ventures, existing business restructuring, or when bringing new partners into an established LLC structure.
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1. Parties: Identification and details of all partners forming the LLC
2. Background: Context of the partnership formation and brief business overview
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Details of LLC formation, registered name, and business address
5. Purpose and Business Scope: Defined scope of partnership business activities
6. Capital Contributions: Initial and subsequent capital contributions from each partner
7. Ownership and Profit Sharing: Distribution of ownership interests and profit-sharing ratios
8. Management Structure: Management responsibilities, voting rights, and decision-making processes
9. Meetings and Resolutions: Procedures for partner meetings and passing resolutions
10. Books and Records: Requirements for maintaining financial records and partnership documentation
11. Transfer of Interests: Rules governing the transfer of partnership interests
12. Withdrawal and Addition of Partners: Procedures for partner exit and entry
13. Dissolution and Liquidation: Conditions and procedures for partnership dissolution
14. Governing Law: Specification of Philippine law as governing law
15. Dispute Resolution: Procedures for resolving partnership disputes
1. Non-Competition: Restrictions on partners engaging in competing businesses
2. Intellectual Property Rights: Ownership and use of partnership intellectual property
3. Foreign Investment Provisions: Special provisions if foreign partners are involved
4. Insurance Requirements: Mandatory insurance coverage for the partnership
5. Environmental Compliance: Environmental obligations if relevant to business activities
6. Special Industry Regulations: Additional provisions for regulated industries
7. Force Majeure: Provisions for unforeseen circumstances affecting partnership operations
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule B - Ownership Structure: Detailed ownership percentages and classes of interests
3. Schedule C - Management Structure: Organizational chart and management responsibilities
4. Schedule D - Business Plan: Initial business plan and projections
5. Schedule E - Partner Information: Detailed information about each partner
6. Appendix 1 - Specimen Signatures: Authenticated signatures of all partners
7. Appendix 2 - Required Permits: List of necessary business permits and licenses
8. Appendix 3 - Property Schedule: List of partnership properties and assets
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