When it comes to starting a business in the Philippines, one of the most common legal structures used is a limited partnership. This type of partnership allows for the combination of resources and skills of two or more people, while also limiting the liability of each partner to their respective investments. To start a limited partnership in the Philippines, a sample limited partnership agreement must be drafted and executed.

A limited partnership agreement is a legal document that outlines the terms and conditions of a partnership between two or more parties. It sets out the rights, responsibilities, and obligations of each partner, as well as the terms of the partnership itself. The agreement also includes provisions on how profits will be divided, how decisions will be made, and how disputes will be resolved.

In the Philippines, a limited partnership agreement must conform to the requirements set forth by the Securities and Exchange Commission (SEC). Among other things, the SEC requires that the agreement include the names and addresses of all partners, the amount of capital each partner is contributing to the partnership, and the duration of the partnership.

To give you an idea of what a limited partnership agreement in the Philippines might look like, here is a sample agreement:

[Partnership Name]


This Limited Partnership Agreement (the “Agreement”) is made and entered into as of [Date], by and between the following parties:

[Partner 1 Name], with a mailing address of [Partner 1 Address]

[Partner 2 Name], with a mailing address of [Partner 2 Address]

[Partner 3 Name], with a mailing address of [Partner 3 Address]

(collectively, the “Partners”)

WHEREAS, the Partners desire to form a limited partnership for the purpose of [Purpose of Partnership];

NOW, THEREFORE, it is hereby agreed as follows:

1. Name. The name of the limited partnership shall be [Partnership Name].

2. Term. The partnership shall commence on [Commencement Date] and shall continue until [Termination Date], unless sooner dissolved in accordance with this Agreement.

3. Capital Contributions. The Partners shall contribute the following amounts to the partnership:

[Partner 1 Name]: [Amount]

[Partner 2 Name]: [Amount]

[Partner 3 Name]: [Amount]

4. Management. The business and affairs of the partnership shall be managed by [Managing Partner Name], who shall have full authority to act on behalf of the partnership and make all decisions related to the partnership’s operations.

5. Profits and Losses. The profits and losses of the partnership shall be divided among the Partners in proportion to their respective capital contributions.

6. Dissolution. The partnership may be dissolved upon the occurrence of any of the following events:

(a) The expiration of the partnership term;

(b) The mutual agreement of the Partners;

(c) The withdrawal of a General Partner, unless the remaining Partners agree to continue the partnership;

(d) The termination of a General Partner’s status as such, unless the remaining Partners agree to continue the partnership;

(e) The entry of a decree of judicial dissolution of the partnership.

7. Dispute Resolution. Any disputes arising out of or in connection with this Agreement shall be settled through arbitration in accordance with the rules of the Philippine Dispute Resolution Center, Inc.

IN WITNESS WHEREOF, the Partners have executed this Agreement on the date first written above.

[Partner 1 Name]

[Partner 2 Name]

[Partner 3 Name]

As you can see, a limited partnership agreement in the Philippines should cover all of the important aspects of the partnership. By following the SEC’s rules and guidelines and using a sample agreement as a template, you can ensure that your limited partnership is legally sound and ready for business.