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The Articles of Partnership is a document wherein the persons enter into an agreement or contract of partnership. A partnership is when two or more persons bind themselves to contribute money, property, or industry to a common fund for the purpose of conducting business and with the intention that the profits and losses will be divided among them.
Generally, a partnership can be general or limited.
General Partnership. A general partnership is one where the partners are liable for the contracts and obligations of the partnership with their personal property. Generally, the partners' liability will be in proportion to the amount that they contributed to the partnership.
Limited Partnership. On the other hand, a limited partnership is one where there is one or more general partners and one or more limited partners. Limited partners are only liable to the extent of their contribution. The partnership name of a limited partnership should always contain the word "Limited" or "Ltd.".
This document is specifically drafted for general partnerships.
How to use this document
Basic information on the partners will be included in this document such as their names, citizenship, and residential addresses. Information regarding the partnership will also be asked such as:
Firm Name. The firm name may or may not include the surnames of the partners. However, if the surname of a person who is not a partner is included in the firm name, said person would be liable as a general partner.
Purpose. The purpose of the partnership must be lawful.
Contributions. The contribution to the partnership can be in cash, property, or industry.
Capital Partners are the partners who contribute money and/or property to the partnership. They are bound to make additional contributions in case of an imminent loss of the business of the partnership. They are also liable for the losses of the business of the partnership. Finally, they can engage in other businesses as long as the same does not compete with the business of the partnership.
Industrial partners are the partners that will only contribute to industry or service. An industrial partner cannot be compelled to give additional contributions to the partnership and is not liable for losses of the partnership venture. An industrial partner cannot engage in any other business as long as they are an industrial partner unless there is a stipulation allowing them to do so.
Term of the Partnership. The partnership can be for a definite term or at will. A partnership at will is one whose term is indefinite and may be dissolved at the will of any of the partners.
Once the document is completed, the partners should print and sign the Articles of Incorporation. The partners should then acknowledge the document as their free and voluntary act before a notary public. Once the document has been notarized, the document should be filed with the Securities and Exchange Commission ("SEC").
There may be other documents that might be required to be submitted to complete the registration with the SEC.
Partnerships in the Philippines are generally governed by the Civil Code of the Philippines, specifically Articles 1767 to 1867. However, other laws, such as the Tax Code, and memorandums and issuances from government organizations such as the Securities and Exchange Commission may also be applicable to partnerships and its conduct and business dealings. The Foreign Investment Negative List also provides a list of investments that are reserved for Philippine nationals and limits foreign participation.
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