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Limited Liability Partnership Agreement for Philippines

Limited Liability Partnership Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates a Limited Liability Partnership (LLP), defining the rights, responsibilities, and relationships between partners while providing liability protection. The document outlines capital contributions, profit-sharing arrangements, management structure, and operational procedures in accordance with the Civil Code of the Philippines and relevant professional regulations. It includes specific provisions for partner admission, withdrawal, and dissolution, while ensuring compliance with Philippine regulatory requirements and professional standards.

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Limited Liability Partnership Agreement

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What is a Limited Liability Partnership Agreement?

The Limited Liability Partnership Agreement is a foundational document used when establishing a professional partnership in the Philippines that combines the flexibility of a partnership with limited liability protection for its partners. This agreement is particularly crucial for professional service firms operating under Philippine jurisdiction, where partners wish to protect their personal assets while maintaining a collaborative business structure. The document comprehensively addresses partnership formation, capital contributions, profit sharing, management rights, partner obligations, and dissolution procedures, all while ensuring compliance with Philippine laws including the Civil Code, professional regulatory requirements, and relevant securities regulations. It's especially suitable for regulated professions such as law firms, accounting practices, and medical groups, providing a framework that balances professional autonomy with collective responsibility.

What sections should be included in a Limited Liability Partnership Agreement?

1. Parties: Identification of all founding partners, including their full names, addresses, and professional qualifications

2. Background: Context of the partnership formation, including the purpose and intent of the partners

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

4. Formation and Name: Declaration of partnership formation, partnership name, and registered address

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

6. Term and Duration: Period of partnership and conditions for continuation

7. Capital Contributions: Details of initial and subsequent capital contributions by each partner

8. Partnership Interests: Allocation of ownership interests among partners

9. Profit and Loss Sharing: Formula and procedures for distributing profits and losses

10. Management Structure: Management rights, voting powers, and decision-making procedures

11. Partners' Duties and Obligations: Responsibilities, commitments, and expectations of partners

12. Meetings and Resolutions: Procedures for partner meetings and decision-making processes

13. Books and Records: Requirements for maintaining partnership records and financial accounts

14. Banking and Finance: Banking arrangements and financial management procedures

15. Admission of New Partners: Process and conditions for admitting new partners

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

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

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

19. Dispute Resolution: Mechanisms for resolving disputes between partners

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

What sections are optional to include in a Limited Liability Partnership Agreement?

1. Non-Competition: Restrictions on partners competing with the partnership - include when partners agree to post-partnership restrictions

2. Intellectual Property Rights: Ownership and use of partnership IP - important for professional services firms

3. Professional Indemnity Insurance: Insurance requirements - particularly relevant for professional service partnerships

4. International Operations: Rules for international business - include if partnership operates across borders

5. Additional Capital Contributions: Procedures for requiring additional capital - include if future capital calls are anticipated

6. Family Members Employment: Rules regarding employment of partners' family members - include if family involvement is expected

7. Retirement Benefits: Special provisions for retiring partners - include if retirement benefits are offered

8. Technology and Data Protection: Digital asset management and data protection - important for modern professional practices

What schedules should be included in a Limited Liability Partnership Agreement?

1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each partner's initial capital contribution

2. Schedule 2: Partner Information: Detailed information about each partner including qualifications and specializations

3. Schedule 3: Profit Sharing Ratios: Detailed formula and calculations for profit distribution

4. Schedule 4: Management Responsibilities: Specific roles and responsibilities of managing partners

5. Schedule 5: Insurance Requirements: Details of required insurance coverage and minimum limits

6. Schedule 6: Approved Banks: List of approved banks for partnership accounts

7. Appendix A: Partnership Policies: Internal policies and procedures of the partnership

8. Appendix B: Professional Standards: Professional and ethical standards applicable to the partnership

9. Appendix C: Compliance Requirements: Regulatory compliance requirements specific to the partnership's field

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions













































Clauses










































Relevant Industries

Legal Services

Accounting and Audit

Medical Practice

Architecture

Engineering Services

Management Consulting

Financial Advisory

Real Estate Services

Information Technology Services

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Risk Management

Operations

Professional Standards

Administrative

Partnership Management

Executive Leadership

Relevant Roles

Managing Partner

Senior Partner

Junior Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Professional Practice Director

Managing Director

Partnership Administrator

Risk Management Officer

Operations Director

Finance 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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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