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Partnership Separation Agreement for Philippines

Partnership Separation Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that formalizes the dissolution of a partnership and outlines the terms of separation between partners. This agreement, compliant with the Civil Code of the Philippines and related regulations, details the division of assets and liabilities, allocation of business responsibilities, and settlement of financial matters. It includes provisions for client distribution, confidentiality obligations, non-compete clauses, and specific arrangements for ongoing business matters, while ensuring compliance with Philippine SEC requirements and tax regulations.

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What is a Partnership Separation Agreement?

The Partnership Separation Agreement is a crucial legal document used when partners in the Philippines decide to formally end their business relationship. This document is essential for ensuring a smooth, legally compliant dissolution process under Philippine law, particularly following the Civil Code of the Philippines and SEC regulations. It's typically used when partners mutually agree to separate, when one partner exits, or during business restructuring. The agreement comprehensively addresses asset division, liability allocation, client relationships, and ongoing obligations. It must comply with Philippine partnership laws, tax regulations, and securities requirements, making it a vital tool for protecting all parties' interests during the separation process.

What sections should be included in a Partnership Separation Agreement?

1. Parties: Identification and details of all partners involved in the separation agreement

2. Background: History of the partnership, reason for separation, and context of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Effective Date of Separation: Specific date when the partnership dissolution takes effect

5. Division of Partnership Assets: Detailed arrangement for distribution of partnership assets among partners

6. Assignment of Liabilities: Allocation of existing partnership debts and liabilities

7. Financial Settlements: Terms of financial settlements between partners, including any buy-out arrangements

8. Client and Contract Arrangements: Handling of existing clients, contracts, and business relationships

9. Confidentiality Obligations: Ongoing confidentiality requirements for partnership information

10. Non-Compete and Non-Solicitation: Restrictions on future business activities and client solicitation

11. Tax Matters: Handling of tax obligations and responsibilities

12. Mutual Release: Partners' mutual release from claims and obligations

13. Governing Law: Specification of Philippine law as governing law

14. Dispute Resolution: Process for resolving any disputes arising from the agreement

What sections are optional to include in a Partnership Separation Agreement?

1. Intellectual Property Rights: Division and usage rights for partnership IP assets, used when the partnership owns significant IP

2. Employee Arrangements: Handling of employment matters, included when the partnership has employees

3. Ongoing Litigation: Management of existing legal proceedings, included when there are pending cases

4. Business Name and Trademarks: Arrangements for partnership name and brand usage, needed when there are significant brand assets

5. Insurance Matters: Handling of insurance policies and claims, included when significant insurance matters exist

6. Partnership Premises: Arrangements for office/business premises, included when there's shared physical property

7. Transition Period Arrangements: Temporary operational arrangements, included when immediate separation isn't practical

What schedules should be included in a Partnership Separation Agreement?

1. Schedule A - Asset Inventory: Detailed list of all partnership assets and their agreed distribution

2. Schedule B - Liability List: Comprehensive list of partnership liabilities and their allocation

3. Schedule C - Client List: List of clients and agreed allocation between partners

4. Schedule D - Financial Statements: Recent partnership financial statements and balance sheets

5. Schedule E - Settlement Calculations: Detailed calculations of financial settlements between partners

6. Schedule F - Ongoing Contracts: List of existing contracts and their disposition

7. Appendix 1 - Required Regulatory Filings: Forms and documents required for Philippine regulatory compliance

8. Appendix 2 - Transfer Documents: Templates and documents for transferring assets and responsibilities

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

Cost

Free to use
Relevant legal definitions












































Clauses




































Relevant Industries

Professional Services

Legal Services

Accounting & Financial Services

Real Estate

Construction

Retail & Trade

Manufacturing

Technology & Software

Healthcare

Consulting

Architecture & Engineering

Food & Beverage

Agriculture

Transportation & Logistics

Relevant Teams

Legal

Finance

Compliance

Operations

Corporate Secretariat

Business Development

Tax

Audit

Risk Management

Human Resources

Relevant Roles

Managing Partner

Business Owner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Partnership Manager

Financial Controller

Compliance Officer

Tax Manager

Operations Director

Managing Director

General Partner

Limited Partner

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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