ARTICLES OF PARTNERSHIP - Sample - Philippines
ARTICLES OF PARTNERSHIP - Sample - Philippines
ARTICLES OF PARTNERSHIP - Sample - Philippines
UniversityofSt.LaSalle
COMLAW3LawonPartnershipandPrivateCorporation
LE1:ArticlesofPartnership
Submittedto:
Rey-AnnTrinidad
Facilitator
By:
AubreyA.Bernardez
LiamNathanielA.Fuentebella
Ma.PaulaDeniceJ.Lozada
COMA2B
October19,2021
CrafTeaHaven
TypeofBusiness
CrafTeaHavenisaFast-casualdiningcafe.Itisarestaurantwithouttableservice;
customersplacetheirordersandservethemselvesatacounter.
ClassificationofPartnership
The business is a General Partnership, all partners are liable for the activities of the
partnership upon its formation. Partnership stipulates that all partners have agreed to have
unlimitedpersonalresponsibilityforanydebtsorlegalliabilitiesthepartnershipmayincur.
KindsofPartners
The
business
consists
of
various
partners
with distinct
designated
roles
and functions: (1)
Aubrey
A.
Bernardez
as
industrial
partner,
(2)
Ma.
Paula
Denice
J. Lozada
as
a general
partner,
(3)andLiamNathanielA.Fuentebellaasgeneralpartner.
1
GeneralPartnership
ARTICLESOFPARTNERSHIP
OF
CRAFTEAHAVEN
KNOW ALLMENBYTHESEPRESENTS:
We, the partners,
of legal
age, residents,
and citizens of the
Philippines, have joined
ourselves
collectively
aiming
for
the goal
of forming
a general
partnership
beneath
the
following
terms and conditions and subject to existing and applicable laws of the Republic of the
Philippines:
ANDWEHEREBYCERTIFY:
I. PartnershipName
That the
name of this partnership
shall
be
“CRAFTEA
HAVEN”
and
shall
transact
business
usingthesamename.
II.BusinessPurpose
That the objective of the business is to initiate a fun and food quality dining place that
establishes a friendly and creative
atmosphere.
Other
than
that,
the
business
wants
to
introduce
different
art
styles
and
promote local
art pieces
through
exhibiting diverse artworks
from
various
artists,mayitbeworksofthecustomersorwell-knownartists.
ArticlesofPartnership
2
III.Additionalcontribution
That
should there
be
any
additional
contribution made
by any
partners,
such must be
agreed
upon by all the partners in writing and duly recorded at
least
two
(2)
days
after
signing
of
the
same
agreement.
Such
contribution
shall
amend
Article
VII
of
the Articles
of
Partnership
and in
no
case
shall
such
amendment
be
done
less
than
one
(1)
year
after
the
original
recording
of
said
partnershipbytheSecuritiesandExchangeCommission.
IV.PrincipalPlaceofBusiness
That
this partnership's
primary site
of
business is
based
at
D'
Northway
Building, 1st
floor,
BSAquinoDrive,Bacolod,6100NegrosOccidental.
V.TermofExistence
That
this
partnership
shall
have
a term
of
50
years
from
and
after
the original recording of
itsArticlesofPartnershipbytheSecuritiesandExchangeCommission.
VI.Partners’Circumstances
Thatthenames,nationalities,andcompleteresidenceaddressesofthepartnersareas
follows:
SitioPandanan,Brgy.Himoga-an
AubreyA.Bernardez Filipino Baybay,SagayCity,Negros
Occidental,6122
VillaAngelaSubd.Brgy.Pilar,
Ma.PaulaDeniceJ.Lozada Filipino Hinigaran,NegrosOccidental,6106
ArticlesofPartnership
3
VII. CapitalContributions
ThatthecapitalofthisPartnershipshallbetheamountof ONEMILLIONANDTWO
HUNDREDFIFTYTHOUSAND(P1,250,000),PhilippineCurrency,contributedincashby
thepartners,asfollows:
Name AmountsContributed
LiamNathanielA.Fuentebella ₱750,000
Ma.PaulaDeniceJ.Lozada ₱150,000
Land-₱350,000
ThatnotransferofinterestwhichwillreducetheownershipofFilipinocitizenstoless
thantherequiredpercentageofcapitalasprovidedbyexistinglawsshallbeallowedorpermitted
toberecordedintheproperbooksofthepartnership.
VIII.IndustrialPartner
Thatthefollowingshallbeanindustrialpartner:
1. AubreyA.Bernardez-asanindustrialpartner,shemayengageinanyotherbusinessas
longasitisnotinthesameindustryasthepartnershipbusinessandisnotindirector
indirectrivalrywiththepartnershipbusiness
IX.SharingRatios
The sharing of profits and loss of the partnership is proportional to the corresponding
capital contributed by each partner. Sharing ratio shall be utilized in consonance with the
classificationofthepartneraccordingly.
ArticlesofPartnership
4
X.Management/ObligationsofPartners
Partaking partners shall undertake their duties and responsibilities for the business to
administer. The aforementioned is necessary to certainly fulfill the obligations that will be
specified to align with the terms in the partnership. Obligation/management requisites of
partnersarethefollowing:
A. The sales or services and marketing will be managed
by
Aubrey
A.
Bernardez. Its
task is to engage with daily transactions,
provide
information
to
customers,
and
work
on
items
(inventory) and their prices. In terms of sales or services, she will
manage
and
meet
customer
orders and needs, establish a friendly and positive customer relationship, and organize daily
planned activities and work schedules for a more efficient and productive workplace. As to
marketing, the designated person will propose,
introduce,
and
sell
products/services
to
existing
andpotentialclientsusingcreativeapproachesastowhatthebusinessistryingtopromote.
B. Personnel and Management
will
be
managed
by
Ma.
Paula
Denice
J.
Lozada. Her
function is to focus
on
interpersonal
and
controlling
responsibilities.
Efficiently
work
on
hiring
new
employees
and
staff,
train
them
for
their
designated
areas,
and
prepare
them
for behavioral
expectationsintheworkplace;willspearheadthemanpower.
C. Accounting and Reports will be managed by Liam Nathaniel A. Fuentebella The
general
partner
will
be
working
on
the
financial
activities
and
transactions within
and
outside of
the company. He will be the one to negotiate for external affairs (suppliers, creditors, public,
etc.). Presenting
reports
to
employees
and
staff,
especially
to
the
partners
is
additionally
part
of
its scope of work. Furthermore, he
has
the
authority
to
use
the
partnership’s
name
and
in
other
related
company
affairs
such
acts
as
are
necessary
and
expedient
in
the
management
of
the firm
andtocarryoutitslawfulpurposes.
XI.UndertakingtoChangeName
That
the
partners
undertake
to
change
the
name
of this
partnership,
as herein
provided
or
as amended thereafter, immediately upon receipt of notice or directive
from
the
Securities
and
ArticlesofPartnership
5
Exchange
Commission
that
another
corporation,
partnership
or
person
has
acquired
a prior right
to
the
use
of
that
name
or
that
the name
has
been
declared
as
misleading,
deceptive, confusingly
similartoaregisteredname,orcontrarytopublicmorals,goodcustomsorpublicpolicy.
XII.Righttocontinuethebusiness
Thattheremaininggeneralpartnerorpartnersshallhavetherighttocontinuethe
businessincasesofdeath,retirement,civilinterdiction,insanity,orinsolvencyofageneral
partner.
XIII.DisputeResolution
Disputes are unwanted issues that may arise in the partnership. It is fundamental to establish
appropriate measures that will resolve emerging conflicts among partners. Resolution for
disputesareasfollows:
I. Before selecting the suitable resolution for the dispute the partner(s) shall
consider
the
traditional
way
of
resolving
the
issues
through a formal resolution
meeting. This
resolution
takes
place
upon
the
gathering
of all
partners
involved; a
gatheringofonlythedisputantstodiscusstheissueandtrytoreachanagreement.
II. If the dispute cannot be resolved by the preceding resolution provided then the
partners may choose among the three (3) specified basic applicable dispute
resolutions:a.)mediation,b.)a rbitration,c.) litigation.
a. Mediation - A third
party,
a Business
Expert
in
specific,
would
enter
the
discussion and act as a mediator to facilitate and assist the parties in
negotiatingthepossibleremedyforthedispute.
b. Arbitration
-
The
presence
of
the
police
officers
as
a third party could be
themediationforthesettlementofthedisputants’dilemma.
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ArticlesofPartnership
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ArticlesofPartnership