Partnerships are required to be registered with the Securities and Exchange Commission (SEC). Registration is done by filing the Articles of Partnership with the SEC. The Articles of Partnership define the obligations, responsibilities and roles of each partner and how the profits and losses will be shared and states who the general and limited partners are. It sets forth all the terms and conditions mutually agreed by the partners thereto. Below is a format of Articles of Partnership:
Name Citizenship Residence
That no transfer which will reduce the ownership of Filipino citizens to less than the recquired percentage of capital shall be recorded in the proper books of the partnership;
ARTICLES OF PARTNERSHIP
of
_________________________________
KNOW ALL MEN BY THESE PRESENTS:
That, we the undersigned, all of legal age and residents of the Republic of the Philippines have agreed to amend a general partnership under the terms and conditions herein after set forth and subject to the provisions of existing laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY:
ARTICLE I. That the name of the partnership shall be _____________________________________.
ARTICLE II. That the principal office of the Partnership shall be located at __________________________________________________.
ARTICLE III. That the names, citizenship and residence of the partners of the said partnership are as follows:
Name Citizenship Residence
_______________ ___________ __________________________
_______________ ___________ __________________________
_______________ ___________ __________________________
ARTICLE IV. That the term for which said partnership is to exist is _______ ( ___ ) years from the original recording of the said partnership by the Securities and Exchange Commission.
ARTICLE V. That the purposes for which said partnership is formed are as follows:
ARTICLE VI. That the capital of this partnership shall be One Hundred Thousand Pesos, Philippine Currency contributed in cash by the partners as follows:
Name Amount Contributed
__________________________ __________________
__________________________ __________________
__________________________ __________________
TOTAL
That no transfer which will reduce the ownership of Filipino citizens to less than the recquired percentage of capital shall be recorded in the proper books of the partnership;
ARTICLE VII. That the profits and losses shall be divided pro-rata among the partners;
ARTICLE VII. That the firm shall be under the management of _____________________________________ as General Manager and as such he/she shall have charge of the management of the affairs of the partnership.
ARTICLE IX. That the partners undertake to change the name of the partnership immediately upon receipt of notice or directive from the Securities and Exchange Commission that another partnership, corporation or person has acquired a prior right to the use of that name or that the name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy.
IN WITNESS WHEREOF, we have hereunto set our hands this ________ day of _______ 2008 at ______________, Philippines.
_________________________ _______________________
Signed in the presence of:
_________________________ _______________________
Signed in the presence of:
_________________________ _______________________
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
PROVINCE/CITY OF ____________) S.S.
BEFORE ME, A Notary Public for and in the _______________________, City/Province of _____________________, this ______ day of _____________, 20______, personally appeared the above-named persons who have satisfactorily proven to me their identity, through their identifying documents written below their names and signatures, that they are the same persons who executed and voluntarily signed the foregoing instrument consisting of ____ pages, including this page where this Acknowledgement is written, which they acknowledged before me as their free and voluntary act and deed.
WITNESS MY HAND AND NOTARIAL SEAL.
Doc. No. _________;
Page No. _________;
Book No._________;
Series of _________.