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LLC Business Partnership Agreement Template for Philippines

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Key Requirements PROMPT example:

LLC Business Partnership Agreement

"I need an LLC Business Partnership Agreement for a tech startup in Manila with three partners (two local and one foreign investor), with specific provisions for intellectual property protection and a planned Series A funding round in March 2025."

Document background
The LLC Business Partnership Agreement is a fundamental document used when establishing a limited liability company partnership in the Philippines. It serves as the primary governing document that defines the relationship between partners, their rights, obligations, and the operational framework of the business. This agreement is particularly important in the Philippine context as it must comply with specific requirements under the Revised Corporation Code and local business regulations. The document is typically used when two or more parties wish to form a business partnership while enjoying the liability protection offered by an LLC structure. It includes crucial provisions regarding capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures, all tailored to meet Philippine legal requirements. This agreement is essential for creating a clear legal framework that can prevent future disputes and ensure smooth business operations.
Suggested Sections

1. Parties: Identification of all partners, including full legal names, addresses, and tax identification numbers as required by Philippine law

2. Background: Context of the partnership formation and brief description of the business purpose

3. Definitions: Defined terms used throughout the agreement

4. Formation and Name: Official establishment of the partnership, business name, and registered address

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

6. Term: Duration of the partnership and conditions for renewal

7. Capital Contributions: Initial and subsequent capital contributions of each partner

8. Ownership Interests: Distribution of ownership percentages and voting rights

9. Management Structure: Management responsibilities, decision-making processes, and voting requirements

10. Meetings and Resolutions: Procedures for partner meetings and passing resolutions

11. Profit and Loss Distribution: Method of allocating profits and losses among partners

12. Banking and Financial Matters: Banking arrangements, accounting practices, and financial management

13. Transfer of Interests: Rules regarding the transfer of partnership interests

14. Withdrawal and Admission: Procedures for partner withdrawal and admission of new partners

15. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

16. Governing Law: Specification of Philippine law as governing law and jurisdiction

17. Dispute Resolution: Mechanisms for resolving disputes between partners

18. Notices: Process for formal communications between partners

19. General Provisions: Miscellaneous legal provisions including severability and entire agreement

Optional Sections

1. Intellectual Property Rights: Ownership and management of IP assets when the business involves intellectual property

2. Non-Competition: Restrictions on partners engaging in competing businesses, if agreed upon

3. Confidentiality: Provisions for protecting confidential information when dealing with sensitive business information

4. Employment of Partners: Terms for partners working in the business in operational roles

5. Insurance: Requirements for business insurance coverage if specific insurance needs exist

6. Foreign Ownership Provisions: Special provisions when foreign partners are involved, ensuring compliance with Philippine foreign ownership restrictions

7. Special Purpose Vehicle: Additional provisions if the partnership is formed for a specific project or venture

8. Environmental Compliance: Special provisions for businesses involved in activities requiring environmental permits or compliance

Suggested Schedules

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

2. Schedule B - Ownership Structure: Detailed ownership percentages and classes of interests if applicable

3. Schedule C - Business Plan: Initial business plan and projections

4. Schedule D - Management Structure: Organizational chart and detailed management responsibilities

5. Schedule E - Specimen Signatures: Partner signatures and signing authorities

6. Schedule F - Property Schedule: List of partnership property and assets

7. Appendix 1 - Partner Information: Detailed partner information including contact details and tax numbers

8. Appendix 2 - Required Permits: List of permits and licenses required for operation

9. Appendix 3 - Special Resolutions: Any special resolutions passed during formation

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

Relevant legal definitions













































Clauses















































Relevant Industries

Technology

Real Estate

Professional Services

Manufacturing

Retail

Food and Beverage

Construction

Healthcare

Education

Agriculture

Tourism

Financial Services

Consulting

Import/Export

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Business Development

Operations

Administrative

Risk Management

Corporate Affairs

Relevant Roles

CEO

Managing Partner

Business Owner

Corporate Lawyer

Legal Counsel

Chief Legal Officer

Business Development Manager

Operations Director

Chief Financial Officer

Company Secretary

Compliance Officer

Managing Director

Partner

Board Member

Financial Controller

Investment Manager

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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