Chapter 7: Legal Aspect
Of
ARTICLES OF LIMITED PARTNERSHIP
BABYCAKES CUPCAKERY PHILIPPINES, LTD.
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 limited partnership under the terms and conditions herein 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 Babycakes Philippines, LTD.
ARTICLE II That the principal office of the Partnership shall be located at KM 37, Mac Arthur Hi-Way, Brgy. Tikay, City of Malolos, Bulacan
Chapter 7: Legal Aspect
ARTICLE III That the names, citizenships, residence of the partners of said partnership are as follows: Name NAME Citizenship Residence Filipino ADDRESS Designation General Partner
NAME
Filipino
ADDRESS
Limited Partner
NAME
Filipino
ADDRESS
Limited Partner
NAME
Filipino
ADDRESS
Limited Partner
NAME
Filipino
ADDRESS
Limited Partner
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ARTICLE IV That the term for which said partnerships is to exist 30 years from the original recording of said partnership by the Security and Exchange Commission (SEC). ARTICLE V That the purpose for which said partnership is formed are as follows:
1. To conduct business related to providing cupcake and coffee products 2. To engage into providing services related to cupcake products for special occasions ARTICLE VI That the capital of the partnership shall be twenty five million, Philippine Currency contributed in cash by the partners as follows: Name NAME NAME NAME NAME NAME Amount Contributed 1,500,000.00 750,000.00 750,000.00 1,000,000.00 1,000,000.00
Chapter 7: Legal Aspect
of the partnership. ARTICLE VII
That no transfer will reduce the ownership of Filipino citizens to less
than the required percentage of capital shall be recorded in the paper books
That the profits and losses shall be divided pro-rata among the partners.
ARTICLE VIII That should there be any additional contribution made by a limited partner, such must be agreed upon by all the partners in writing and duly recorded at least two (2) days after signing of same agreement.
ARTICLE IX That the said contribution of each limited partner may be returned to him/her three years (3) after the original recording of this said partnership by the Securities and Exchange Commission (SEC).
Chapter 7: Legal Aspect
ARTICLE X That the limited partner may be given the right to substitute an assignee as contributor in his place, provided that he has duly notified his partners in writing, stating the reasons therefor, five (5) days before effectivity of substitution. Provided further that such limited partner has already settled his obligations to the partnership prior to the notification of the substitution.
ARTICLE XI That a partner may admit an additional limited partner, provided that other partners have been duly notified in writing five (5) days before effectivity of admission and duly concurred by all the partners in writing.
ARTICLE XII That the remaining general partner or partners shall have the right to continue the business in cases of death, retirement, civil interdiction, insanity or insolvency of a general partner.
ARTICLE XIII That the firm shall be under the management of Patrick Jerome Morado, as General Manager and as such he shall be in charge of the management of the affairs of the partnership.
Chapter 7: Legal Aspect
ARTICLE XIV That the partners willingly undertake to change the name of the partnership immediately upon receipt of notice/directive from the Security and Exchange Commission (SEC) that another partnership, corporation, or person 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 11 th Day of November, 2012 at the City of Malolos, Bulacan, Phiippines.
NAME
NAME
NAME
NAME
NAME
Chapter 7: Legal Aspect
ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES ) PROVINCE OF BULACAN City of Malolos ) SS. )
BEFORE ME, a Notary Public for and in the City of Malolos, this 11 th Day of November, 2012, personally came and appeared the following persons with their corresponding Community Tax Certificates:
Name
Community Tax Certificate No.
Date & Place Issued
NAME
NUMBER
ADDRESS
NAME
NUMBER
ADDRESS
NAME
NUMBER
ADDRESS
NAME
NUMBER
ADDRESS
NAME
NUMBER
ADDRESS
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company they represent. WITNESS MY HAND AND NOTARIAL SEAL
Known to me and to me known to be the same persons who executed the foregoing ARTICLES OF LIMITED PARTNERSHIP and ACKNOWLEDGED and SWORE before me that the same is their free and voluntary act and deed, and that of the
Notary Public
Doc. No.: ________ Page No.: ________ Book No.: ________ Series of _________
