The Limited Partnership Agreement is a fundamental document used in the Philippines when establishing a business structure that combines active management partners with passive investors. This agreement is particularly relevant when businesses seek to raise capital while maintaining operational control in the hands of specific partners. It must comply with Philippine legislation, including the Civil Code of the Philippines and SEC regulations, making it suitable for various business ventures from real estate development to venture capital investments. The document typically includes detailed provisions on capital contributions, profit sharing, management rights, partner obligations, transfer restrictions, and dissolution procedures. It's especially useful for businesses where some partners want to limit their liability to their investment while others are willing to take on full management responsibilities and associated liabilities.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of all general and limited partners, including their complete legal names and addresses
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, and principal place of business
5. Business Purpose: Detailed description of the partnership's business activities and objectives
6. Term: Duration of the partnership and conditions for extension or early termination
7. Capital Contributions: Details of initial and subsequent capital contributions from all partners
8. Partnership Interests: Specification of ownership percentages and types of partnership interests
9. Management and Control: Rights and responsibilities of general partners in managing the partnership
10. Rights and Limitations of Limited Partners: Scope and limitations of limited partners' involvement and rights
11. Profit and Loss Allocation: Method of distributing profits and losses among partners
12. Distributions: Rules and procedures for making distributions to partners
13. Books and Records: Requirements for maintaining partnership records and partner access rights
14. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions
15. Dissolution and Liquidation: Circumstances triggering dissolution and procedures for winding up
16. Governing Law: Specification of Philippine law as governing law and jurisdiction
17. Miscellaneous Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Tax Matters: Detailed provisions for tax treatment and tax matters partner - include when partnership has complex tax considerations
2. Foreign Investment Provisions: Special provisions required when foreign partners are involved, ensuring compliance with the Foreign Investments Act
3. Intellectual Property Rights: Provisions dealing with IP ownership and usage - include when partnership involves significant IP assets
4. Non-Competition and Non-Solicitation: Restrictions on partner activities - include when protecting business interests is crucial
5. Key Person Insurance: Requirements for life insurance on key partners - include when partnership relies heavily on certain individuals
6. Advisory Board: Structure and role of advisory board - include when partnership wants external guidance
7. Additional Capital Calls: Procedures for requesting additional capital - include when business may need future funding
8. Tag-Along and Drag-Along Rights: Special rights in case of sale - include when partnership anticipates future sale or transfer
9. Dispute Resolution: Detailed arbitration or mediation procedures - include when partners want to avoid court proceedings
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule B - Partnership Interests: Complete list of partners and their respective partnership interests
3. Schedule C - Valuation Methodology: Agreed methods for valuing partnership interests
4. Schedule D - Business Plan: Initial business plan and strategic objectives
5. Schedule E - Management Structure: Detailed organizational structure and management procedures
6. Appendix 1 - Partner Contact Information: Complete contact details for all partners and authorized representatives
7. Appendix 2 - Form of Transfer Notice: Standard form for notifying transfer of partnership interests
8. Appendix 3 - Regulatory Compliance Checklist: List of regulatory requirements and compliance procedures
9. Appendix 4 - Financial Reporting Templates: Standard formats for required financial reports
Relevant legal definitions
Clauses
Relevant Industries
Real Estate Development
Private Equity
Venture Capital
Manufacturing
Agriculture
Technology
Infrastructure Development
Retail and Distribution
Healthcare
Hospitality and Tourism
Mining and Natural Resources
Financial Services
Construction
Transportation and Logistics
Relevant Teams
Legal
Corporate Secretariat
Finance
Compliance
Risk Management
Investment
Business Development
Operations
Executive Leadership
Administrative
Relevant Roles
Chief Executive Officer
Managing Partner
Legal Counsel
Corporate Secretary
Chief Financial Officer
Investment Manager
Business Development Director
Risk Management Officer
Compliance Officer
Partnership Administrator
General Counsel
Managing Director
Private Equity Manager
Venture Capital Manager
Corporate Lawyer
Investment Analyst
Fund Manager
Operations Director
Find the exact document you need
Product Reseller Agreement
A legal agreement under Philippine law establishing terms and conditions between a supplier and reseller for product distribution and resale.
Download
Industrial Partner Contract
A Philippine law-governed agreement establishing partnership terms between industrial entities for manufacturing, technology, or service cooperation.
Download
Partnership Agreement For Hotel Business
A Philippine law-governed agreement establishing partnership terms and operational framework for hotel business ventures.
Download
Technology Partner Agreement
A Philippine law-governed agreement establishing terms and conditions for technology partnerships, including licensing, data protection, and service delivery requirements.
Download
Budget Partnership Agreement
A Philippine law-governed agreement establishing partnership between government agencies and civil society organizations for participatory budgeting and public expenditure monitoring.
Download
Non Binding Partnership Agreement
A preliminary framework document under Philippine law that outlines intended partnership arrangements without creating legally binding obligations.
Download
Limited Liability Limited Partnership Agreement
A Philippine law-governed agreement establishing a Limited Liability Limited Partnership, defining partner rights, management structure, and liability protection mechanisms.
Download
Domestic Partnership Letter
A formal document used in the Philippines to establish and document a domestic partnership arrangement, outlining terms of cohabitation and mutual responsibilities within Philippine civil law framework.
Download
Start Up Business Partnership Agreement
A Philippine law-governed agreement establishing the terms and conditions of a startup business partnership, including ownership, management, and operational framework.
Download
Contract For LLC Partnership
A Philippine law-governed agreement establishing an LLC partnership structure, defining partner relationships, management rights, and operational procedures.
Download
Joint Venture Proposal
A Philippine law-governed proposal document outlining the terms and structure of a proposed joint venture arrangement between multiple parties, ensuring compliance with local corporate and investment regulations.
Download
Software Distributor Agreement
A Philippine law-governed agreement establishing terms for software distribution rights between a licensor and distributor, including territorial rights and compliance requirements.
Download
Social Media Partnership Agreement
A Philippine law-governed agreement establishing terms and conditions for social media partnerships, including content management, rights, and obligations.
Download
Domestic Partnership Declaration
A formal declaration establishing a domestic partnership between two individuals under Philippine jurisdiction, primarily recognized through local government ordinances.
Download
Collaboration Partnership Agreement
A legally binding agreement under Philippine law that establishes and governs collaborative business partnerships between multiple parties, defining their rights, responsibilities, and operational framework.
Download
Venture Partner Agreement
A Philippine law-governed agreement establishing the relationship between a venture capital firm and a venture partner, including roles, compensation, and obligations.
Download
Term Sheet For Partnership Agreement
A preliminary document under Philippine law that outlines key terms and conditions for a proposed business partnership, serving as a foundation for the final partnership agreement.
Download
Temporary Partnership Agreement
A Philippine law-compliant agreement establishing a temporary partnership for a specific project or duration, defining partner rights, responsibilities, and dissolution terms.
Download
Technical Partnership Agreement
A legal framework for technical collaboration between parties under Philippine law, governing technology transfer, IP rights, and technical resource sharing.
Download
Startup Partnership Agreement
A Philippine law-governed agreement establishing partnership terms and conditions between startup founders, including ownership, management, and operational frameworks.
Download
Software Partnership Agreement
A Philippine law-governed agreement establishing terms and conditions for software partnership collaboration, including development, distribution, and implementation rights and obligations.
Download
Software Partner Agreement
A Philippine law-governed agreement establishing partnership terms between software providers and their business partners for software distribution and implementation.
Download
Sponsorship Partnership Agreement
A Philippine law-governed agreement establishing terms and conditions for sponsorship partnerships, including rights, obligations, and commercial terms.
Download
Shareholders Agreement Joint Venture
A Philippine law-governed agreement establishing terms between joint venture shareholders, outlining rights, obligations, and governance structures while ensuring compliance with local corporate regulations.
Download
Service Partner Agreement
A Philippine law-governed agreement establishing terms and conditions between a service provider and client company for the provision of specified services.
Download
Simple Partnership Dissolution Agreement
A Philippine law-governed agreement that formally dissolves a partnership and outlines the terms for winding up partnership affairs.
Download
Simple Limited Partnership Agreement
A Philippine law-governed agreement establishing a limited partnership with defined roles for general and limited partners, including management rights and liability limitations.
Download
Revenue Share Partnership Agreement
A Philippine law-governed agreement establishing terms for revenue sharing partnerships, including distribution mechanisms and party obligations.
Download
Restaurant Profit Sharing Agreement
A Philippine law-governed agreement establishing profit sharing arrangements and operational terms between parties in a restaurant business.
Download
Sales Cooperation Agreement
A Philippine law-governed agreement establishing terms for sales collaboration between parties, including territorial rights, commissions, and operational procedures.
Download
Salaried Partner Agreement
A Philippine-law governed agreement establishing the terms and conditions for a salaried partner position, combining employment and partnership elements.
Download
Real Estate Limited Partnership Agreement
A Philippine law-governed agreement establishing a limited partnership structure for real estate investments, defining partner roles, responsibilities, and profit-sharing arrangements.
Download
Real Estate Joint Venture Agreement
Philippine-law governed agreement establishing a joint venture between parties for real estate development, defining contributions, profit-sharing, and operational terms.
Download
Profit Sharing Ratio Partnership Agreement
A Philippine law-governed agreement establishing partnership terms and profit-sharing ratios between multiple parties, detailing financial distributions and operational responsibilities.
Download
Profit Sharing Agreement In Business Partnership
A Philippine law-governed agreement establishing profit sharing terms and conditions between business partners, including profit distribution, management rights, and partner obligations.
Download
Profit And Loss Partnership Agreement
A Philippine law-governed agreement establishing partnership terms, profit-loss sharing arrangements, and operational guidelines between partners.
Download
Product Partnership Agreement
A Philippine law-governed agreement establishing terms for product-related partnerships between parties, covering development, manufacture, distribution, or commercialization arrangements.
Download
Preliminary Partnership Agreement
A Philippine law-governed agreement establishing preliminary terms for exploring and negotiating a potential business partnership.
Download
Preferred Partner Agreement
A Philippine law-governed agreement establishing a preferential business relationship between parties, defining exclusive rights, obligations, and commercial terms for strategic partnership.
Download
Pre Partnership Agreement
A Philippine law-governed agreement establishing terms for exploring and negotiating a potential business partnership.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)