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The General Partnership Agreement is a crucial legal document used when two or more individuals or entities wish to establish a business partnership in the Philippines. This document is essential for creating a formal structure for joint business ventures and is governed by the Civil Code of the Philippines, particularly Articles 1767-1867, along with other relevant Philippine business laws. The agreement comprehensively addresses all aspects of the partnership relationship, including capital contributions, profit-sharing arrangements, management responsibilities, decision-making processes, and dissolution procedures. It provides legal protection for all partners and establishes clear guidelines for business operations, dispute resolution, and partner obligations. The document is particularly important as partners in a general partnership have unlimited liability for partnership debts and obligations under Philippine law.

1. Parties: Identifies all partners entering into the partnership agreement with their complete legal names and addresses

2. Background: Establishes the context and intention of the partners to form a partnership

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Establishes the partnership's formation, business name, and principal place of business

5. Business Purpose: Defines the scope and nature of the partnership business

6. Term: Specifies the duration of the partnership (whether fixed-term or indefinite)

7. Capital Contributions: Details the initial capital contributions of each partner, including cash, property, or services

8. Profit and Loss Sharing: Specifies how profits and losses will be distributed among partners

9. Management and Voting: Outlines management structure, decision-making processes, and voting rights

10. Banking and Financial Matters: Establishes procedures for banking, accounting, and financial management

11. Partner Duties and Obligations: Details the responsibilities and obligations of partners

12. Restrictions on Partners: Specifies limitations on partners' activities, including non-compete and confidentiality obligations

13. Partnership Meetings: Establishes procedures for regular and special partnership meetings

14. Books and Records: Details requirements for maintaining partnership records and partners' access rights

15. Admission of New Partners: Procedures for admitting new partners to the partnership

16. Transfer of Partnership Interest: Rules governing the transfer of partnership interests

17. Withdrawal and Retirement: Procedures for partner withdrawal or retirement

18. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution and asset distribution

19. Governing Law: Specifies that the agreement is governed by Philippine law

20. Dispute Resolution: Procedures for resolving disputes between partners

21. Notices: Specifies how formal notices should be given between partners

22. General Provisions: Includes standard boilerplate provisions like severability and entire agreement