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Limited Partnership Operating Agreement

Limited Partnership Operating Agreement Template for Philippines

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Key Requirements PROMPT example:

Limited Partnership Operating Agreement

"I need a Limited Partnership Operating Agreement for a real estate development project in Manila, with one general partner (local Philippine corporation) and three foreign limited partners, to be effective from March 1, 2025, with specific provisions for foreign investment compliance and quarterly profit distributions."

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Document background
A Limited Partnership Operating Agreement is essential when establishing a limited partnership business structure in the Philippines. This document is particularly valuable for ventures where certain partners wish to invest capital while limiting their liability and involvement in day-to-day operations, while other partners take on management responsibilities and unlimited liability. The agreement must comply with the Civil Code of the Philippines, the Code of Commerce, and other relevant Philippine laws governing partnerships. It typically includes detailed provisions on capital contributions, profit/loss sharing, management rights, transfer restrictions, and dissolution procedures. This type of agreement is commonly used in real estate development, investment projects, and various business ventures where passive investment is sought alongside active management.
Suggested Sections

1. Parties: Identification of all general and limited partners, including their full legal names, addresses, and designation as either general or limited partner

2. Background: Context of the partnership formation, business purpose, and intent of the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Formation and Name: Declaration of partnership formation, partnership name, principal place of business, and term of partnership

5. Business Purpose: Detailed description of the partnership's business activities and objectives

6. Capital Contributions: Initial and subsequent capital contributions of each partner, valuation of non-cash contributions, and capital accounts maintenance

7. Profit and Loss Allocation: Distribution of profits and losses among partners, including priority returns if any

8. Management and Voting: Management structure, voting rights, and decision-making processes

9. Rights and Obligations of Partners: Detailed responsibilities of general partners and limitations on limited partners' involvement

10. Transfers and Assignments: Rules regarding transfer of partnership interests and admission of new partners

11. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up the partnership

12. Books and Records: Requirements for maintaining partnership records and partner access rights

13. Representations and Warranties: Partners' representations regarding their authority and capacity to enter the agreement

14. Governing Law and Dispute Resolution: Choice of law provisions and mechanisms for resolving disputes

15. Miscellaneous Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tax Matters: Detailed tax provisions and appointment of tax matters partner - include when partnership has complex tax arrangements

2. Intellectual Property Rights: Provisions regarding ownership and use of IP - include when partnership's business involves significant IP

3. Non-Competition and Confidentiality: Restrictions on partners' competitive activities - include when protecting business interests is crucial

4. Foreign Investment Provisions: Specific provisions complying with Philippine foreign investment laws - include when foreign partners are involved

5. Bank Accounts and Financial Controls: Detailed financial management procedures - include for larger partnerships with complex financial operations

6. Insurance Requirements: Mandatory insurance coverage - include when business activities require specific insurance

7. Employee Matters: Provisions regarding hiring and managing employees - include when partnership will have employees

8. Related Party Transactions: Procedures for handling transactions with related parties - include when such transactions are anticipated

Suggested Schedules

1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions

2. Schedule B - Partner Information: Complete partner details including contact information and partnership percentages

3. Schedule C - Business Plan: Initial business plan and strategic objectives of the partnership

4. Schedule D - Property Schedule: List and description of partnership's initial property and assets

5. Schedule E - Management Procedures: Detailed management and operational procedures

6. Appendix 1 - Form of Transfer Notice: Standard form for notifying transfer of partnership interests

7. Appendix 2 - Voting Procedures: Detailed procedures for partner voting and meetings

8. Appendix 3 - Financial Reporting Templates: Standard formats for financial reports and partner statements

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


















































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Relevant Industries

Real Estate Development

Manufacturing

Agriculture

Technology and Software

Professional Services

Retail and Distribution

Construction

Healthcare

Hospitality and Tourism

Investment and Finance

Mining and Natural Resources

Import/Export

Entertainment and Media

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Business Development

Operations

Tax

Investment

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Partner

Business Development Manager

Investment Manager

Risk Manager

Compliance Officer

Finance Director

Operations Director

Partnership Administrator

General Counsel

Tax Manager

Senior Partner

Managing Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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