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Partnership Letter Of Intent for Philippines

Partnership Letter Of Intent Template for Philippines

A Partnership Letter of Intent under Philippine law serves as a preliminary document outlining the intention of two or more parties to form a business partnership. This document, while generally non-binding except for specific provisions like confidentiality, establishes the framework for negotiating and forming a formal partnership agreement. It addresses key aspects such as proposed ownership structure, capital contributions, and business objectives while adhering to the requirements of the Civil Code of the Philippines and relevant commercial regulations. The document is particularly important in the Philippine context where partnerships are common business structures, especially in sectors with foreign ownership restrictions.

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What is a Partnership Letter Of Intent?

The Partnership Letter of Intent is a crucial preliminary document used in the Philippines when parties are considering forming a business partnership but are not yet ready to enter into a formal partnership agreement. It serves as a roadmap for negotiations and helps establish clear expectations between potential partners. This document typically includes proposed terms such as capital contributions, profit-sharing arrangements, management structure, and timeline for formation, while maintaining its primarily non-binding nature. Under Philippine law, while the Letter of Intent itself doesn't create a partnership, it must align with the Civil Code of the Philippines and relevant business regulations to ensure a smooth transition to a formal partnership agreement. It's particularly valuable in complex business arrangements or when dealing with foreign investors, as it allows parties to outline their intentions while conducting due diligence and finalizing negotiations.

What sections should be included in a Partnership Letter Of Intent?

1. Date and Address Block: Standard business letter format with date and complete addresses of all parties

2. Salutation: Formal greeting to the receiving party

3. Introduction: Identifies all potential partners and expresses interest in forming a partnership

4. Purpose Statement: Clear statement of intent to explore partnership opportunity and brief description of proposed business venture

5. Proposed Partnership Structure: Outline of intended partnership type, ownership stakes, and basic management structure

6. Key Business Terms: Essential commercial terms including capital contributions, profit sharing, and main responsibilities

7. Timeline: Proposed schedule for due diligence, negotiation, and partnership formation

8. Confidentiality: Statement regarding confidential treatment of shared information

9. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions

10. Closing and Signatures: Formal closing, signature blocks for all parties

What sections are optional to include in a Partnership Letter Of Intent?

1. Exclusivity Period: Optional clause preventing parties from negotiating with others for a specified period

2. Due Diligence Process: Detailed outline of the proposed due diligence process if significant investigation is required

3. Conditions Precedent: Specific conditions that must be met before proceeding with formal partnership

4. Expense Allocation: Agreement on how costs associated with negotiation and formation will be shared

5. Governing Law Statement: While typically included in formal agreements, can be included if parties want to specify applicable law for binding provisions

6. Dispute Resolution: Optional provision for handling disputes during the negotiation phase

What schedules should be included in a Partnership Letter Of Intent?

1. Term Sheet: Basic outline of key commercial and legal terms to be included in final partnership agreement

2. Business Plan Summary: Brief overview of proposed business operations and objectives

3. Initial Capital Contribution Schedule: Preliminary list of proposed capital contributions from each partner

4. Timeline Schedule: Detailed timeline for partnership formation process and key milestones

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

Letter of Intent

Cost

Free to use
Relevant legal definitions




















Clauses

























Relevant Industries

Retail and Consumer Goods

Manufacturing

Professional Services

Real Estate and Construction

Technology and Software

Agriculture and Farming

Food and Beverage

Healthcare and Medical Services

Tourism and Hospitality

Education and Training

Import/Export

Wholesale Distribution

Business Process Outsourcing

Financial Services

Consulting Services

Relevant Teams

Legal

Corporate Affairs

Business Development

Finance

Operations

Strategy

Compliance

Risk Management

Commercial

Investment

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Business Owner

Partnership Manager

Operations Director

Investment Manager

Corporate Secretary

Compliance Officer

Strategy Director

Enterprise Risk Manager

Commercial 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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