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Ownership Percentage Agreement

Ownership Percentage Agreement Template for Philippines

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Key Requirements PROMPT example:

Ownership Percentage Agreement

"I need an Ownership Percentage Agreement for my tech startup based in Manila, establishing a 70-30 ownership split between local founders and a Singapore-based venture capital firm, ensuring compliance with Philippine foreign ownership restrictions and including tag-along rights for the VC firm."

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Document background
The Ownership Percentage Agreement is a fundamental document used in Philippine business structures to formalize and regulate ownership arrangements between multiple parties. It is particularly crucial in scenarios involving joint ventures, startup formations, family business restructuring, or investment deals. The agreement must comply with Philippine corporate law, including the Revised Corporation Code, Foreign Investments Act, and sector-specific ownership restrictions. This document typically includes detailed provisions on ownership rights, profit sharing, management control, and share transfer mechanisms, while ensuring alignment with Philippine legal requirements regarding corporate governance and ownership structures. It serves as a critical tool for preventing future disputes and providing clear guidelines for business ownership and operation.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including full legal names, addresses, and tax identification numbers

2. Background: Context of the agreement, including the business purpose and existing relationships between parties

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

4. Ownership Structure: Clear specification of ownership percentages and classes of ownership

5. Capital Contributions: Details of initial and any required future capital contributions from each owner

6. Distribution of Profits and Losses: Methods and timing for distributing profits and allocating losses

7. Management and Voting Rights: Decision-making processes and voting power based on ownership percentages

8. Transfer Restrictions: Limitations and procedures for transferring ownership interests

9. Pre-emptive Rights: Rights of existing owners to maintain their percentage ownership in case of new issuances

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Used when minority owners need protection to join in sale transactions initiated by majority owners

2. Drag-Along Rights: Include when majority owners may need to force minority owners to join in a sale

3. Anti-Dilution Provisions: Required when protecting against ownership dilution is a concern

4. Put and Call Options: Include when parties want specific rights to sell or buy shares at predetermined terms

5. Deadlock Resolution: Important for 50-50 ownership structures to resolve potential deadlocks

6. Non-Competition Clause: Include when owners should be restricted from competing activities

7. Foreign Ownership Compliance: Required when any party is non-Filipino, ensuring compliance with foreign ownership restrictions

Suggested Schedules

1. Schedule A - Initial Ownership Structure: Detailed breakdown of initial ownership percentages and share classes

2. Schedule B - Valuation Methodology: Agreed methods for valuing ownership interests for various purposes

3. Schedule C - Capital Contribution Schedule: Detailed timeline and amounts of required capital contributions

4. Schedule D - Reserved Matters: List of decisions requiring special majority or unanimous consent

5. Appendix 1 - Corporate Documents: Copies of relevant corporate registration documents and certificates

6. Appendix 2 - Business Plan: Initial business plan and financial projections if relevant to ownership terms

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

Technology and Startups

Real Estate and Property Development

Manufacturing

Retail and Distribution

Professional Services

Healthcare

Food and Beverage

Agriculture

Financial Services

Construction

Tourism and Hospitality

Mining and Natural Resources

Education

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Business Development

Investment

Corporate Affairs

Board of Directors

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Company Secretary

Investment Manager

Compliance Officer

Board Director

Corporate Governance Officer

Risk Manager

Legal Counsel

Business Owner

Entrepreneur

Private Equity Manager

Venture Capital Manager

Family Business 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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