BUSINESS ORGANIZATION At a Glance PARTNERSHIP Partnership, nature: Within the context of Philippine law, a "partnership" is treated as an artificial being

created by operation of law with a legal personality separate and distinct from the partners thereof. It proceeds from the concept that persons may be allowed to pool their resources and funds to engage in the pursuit of a common business objective without necessarily organizing themselves into a corporation, upon which the law imposes a much higher form of regulation, limitation and standards. Philippine partnerships operate under the concept of unlimited liability and unless otherwise agreed upon by the partners, each one of them acts as manager and agent of the partnership and consequently, their acts bind the partnership. Partnership, governing law:

Unlike corporations whose governing law is a special law - the Corporation Code of the Philippines, partnerships in the Philippines are governed by and covered under Articles 1767 to 1867 of the Civil Code of the Philippines [circa 1950]. These are the provisions of law which govern all aspects of partnerships - from their creation, formation, existence, operation and management to their dissolution and liquidation, including the obligations of the partners to one another, to the public or third persons and to the government. Partnership, how formed; registration requirement:

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 set forth all the terms and conditions mutually agreed by the partners thereto. More specifically, the documents required are as follows: [1] Proposed Articles of Partnership; [2] Name Verification Slip; [3] Bank Certificate of Deposit;

[4] Alien Certificate of Registration, Special Investors Resident Visa or proof of other types of visa [in case of foreigner]; [5] Proof of Inward Remittance [in case of non-resident aliens]. It bears noting that corporations are not allowed by law to become partners in a partnership.

Partners, liability: As a general rule, the liability of partners in a partnership organization is unlimited in the sense that the partnership creditors may run after them for any and all of their assets and property in payment of the partnership debts. Should one of the partners defray all liabilities of the partnership, he is entitled to be reimbursed by the other partners for their respective shares therein. In the case, however, of limited partnerships, the law allows the limitation of the liability of certain partners to the extent of the amount contributed to the partnership. Partnership, dissolution: Philippine law allows the dissolution of partnership for any reason, provided such dissolution does not amount to a breach of contract or is prejudicial to third parties. The death of a partner or the unauthorized transfer of ownership of his share in the partnership [in case there is a limitation to this effect] results in the dissolution thereof. In other words, any change in the composition of the partnership, unless so allowed, will result in the dissolution thereof. Consequently, the remaining partners may form a new partnership with less or more partners.

Partnership Law
A partnership agreement involves two or more persons who agree to go into business partnership together as coowners. The simplest type of partnership is a general partnership; although, there are other partnership types, including joint ventures, which are formed for a specific, limited purpose or for a limited period of time. Limited partnerships (LPs) are like general partnerships, except that the limited partners are passive investors and are prohibited from managing the business. Limited liability partnerships (LLPs) are essentially the same as limited liability companies (LLCs), except that an LLP is specifically designed for use by certain professions, the general partners are not liable for the negligence of other partners, and the general partners remain liable for the general obligations of the partnership; whereas, the members of an LLC are generally not liable for the debts and obligations of the LLC. Access more information here in the partnership law practice center."

Limited Partnership Text Size:

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A small business can be a limited partnership. A limited partnership has certain characteristics, including the limited liability of the limited partner. The partnership must be formed according to state law, and after formation, it is governed by a limited partnership agreement. Both general and limited partners have certain rights, powers and liabilities.

Definition A limited partnership is a partnership formed by two or more persons under state laws having at least one general partner and one limited partner.

General partners manage and control the business of the limited partnership and are personally liable for all partnership obligations. Limited partners, on the other hand, contribute capital into the partnership and share in partnership profits, but do not take part in the control of the partnership business. In return, their liability for partnership obligations is limited to the extent of their capital contributions. The result is an entity which has the benefits of both limited liability for a majority of its members and the tax benefits associated with a partnership.

Major Characteristics The primary purpose of the limited partnership entity is to enable one or more persons to invest capital into a partnership without incurring the unlimited liability of a general partner. A limited partnership has the following characteristics:

Continuity of existence. The continuity of a limited partnership's existence is usually governed by the provisions of the limited partnership certificate and the terms of the limited partnership agreement. Capital requirements. The liabilities of limited partners are limited to the extent of their capital contributions. Limited partners may contribute cash, property, services rendered, or promissory notes

or other obligations to contribute cash or property or to perform services in return for their status as limited partners. Members. Any natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation may become a partner of a limited partnership. Extent of ownership liability for business debts. A limited partner can invest in a limited partnership with a limitation on his liability. General partners remain liable without limit for any obligations contracted by the partnership in the conduct of its business. Extent of ownership participation in management. A limited partner must not exercise control of the business if he is to avoid liability as a general partner. Transferability of partnership interests. A limited partner can assign his interest in the partnership without the consent of the other partners and without triggering the dissolution of the firm unless otherwise restricted in the partnership agreement. Organization and disclosure. In order to form a limited partnership, a certificate must be filed with the secretary of state of the applicable state of formation. The certificate must contain:

The partnership agreement does not have to be filed. The name of the limited partnership The address of the office and the name and address of the agent for service of process The name and the business address of each general partner The latest date upon which the limited partnership is to dissolve Any other matters the general partners determine to include Tax Factors. While corporations are taxed for profits at the corporate level and a second time at the shareholder level, limited partnerships are taxed only once at the partner level. Formation of a Limited Partnership In order for a limited partnership to be validly created, there must be substantial compliance with the limited partnership law of the state of formation. Invalid creation results in a general partnership with unlimited liability for all partners.

The limited partnership is governed by the limited partnership agreement. Most agreements contain provisions with respect to:

Assignment of partnership interests Death of a limited partner Death or other disability of a general partner Compensation of a limited partner Withdrawal or reduction of a limited partner's contribution Loans and other business transactions between the firm and a limited partner Distribution of assets upon the dissolution and/or insolvency of the partnership What Business May Be Transacted A limited partnership may carry on any business that a partnership without limited partners may carry on, with exceptions (if any) that are designated by each state. For example, some states prohibit banking and insurance activities.

Where Business May Be Transacted The authority of a limited partnership to conduct business in a state other than its state of formation is determined by the provisions of the state of formation's limited partnership law governing foreign limited partnerships.

General Partner's Rights, Powers and Liabilities As a rule, a general partner has all the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. General partners: Have fiduciary duties. They have sole control of the business of the partnership, and are the only ones who can act on its behalf. As such, they are accountable to the limited partners. Can vote on any matter, as provided in the partnership agreement May withdraw from the partnership at any time by giving written notice to the other partners. However, if the withdrawal violates the partnership agreement, the limited partnership may recover damages from the withdrawing partner for breach of the partnership agreement. Limited Partner's Rights, Powers and Liabilities

The partners of a limited partnership may include in their partnership agreement any provision regarding the rights of the limited partners, given that such provisions do not violate the law.

A limited partner has the right to: Inspect partnership records and obtain information about the partnership from the general partners Receive his share of profits and losses and his share of distributions Lend money to and transact other business with the partnership Withdraw from the partnership upon not less than six months prior written notice to each general partner or as provided by the partnership agreement Upon a limited partner's withdrawal from the partnership, he is entitled to receive any distributions due to him and the fair value of his interest in the limited partnership. He remains liable to the partnership for liabilities to creditors who extended credit before the return of his capital contribution. Termination of Partnerships If you have chosen a partnership as the organizational form for your business, you may want to know how the partnership ends. One way that a partnership ends is by the death of a partner. The death of a partner may dissolve the partnership unless the partners have expressly agreed to continue the partnership. If the partnership is not continued, the remaining partners must wind up the partnership. The partnership is terminated when no part of the business is carried on or 50 percent or more of the total interest in both capital and profits has been sold or exchanged in a 12-month period. Time of Termination A partnership continues for tax purposes until it terminates. A partnership terminates only if: No part of any business, financial operation, or venture is carried on by the partners in a partnership, or Within a 12-month period, there are sales or exchanges of 50 percent or more of the total interest in both capital and profits Winding Up the Business. A partnership does not terminate when it dissolves, if the business still requires winding up. It continues until the liquidation is completed and the proceeds are distributed. However, if one partner buys out all the interests of the other partners, the partnership terminates at the time of the transaction. Although the business is not discontinued, it is no longer being carried on by a partnership. It has become a sole proprietorship.

The death of one partner in a two-man firm will not terminate the partnership if his estate or successor in interest continues to share in the firm's profits or losses. In addition, if one partner in a two-man firm dies or retires, he is considered to be a partner if he continues to receive liquidating payments from the firm until his interest is completely liquidated. Sale or Exchange of a 50 Percent Interest Terminates the Partnership. A partnership terminates if there is a sale or exchange of at least a 50 percent interest in the partnership over a 12-month period. For example, A-B-C and its partners report on a calendar year basis. On November 30, A sells a 25 percent interest to D. On the following March 1, B sells a 25 percent interest to E. The partnership terminates on the sale to E. However, if D would have resold his interest to E, the partnership would not have terminated because only a 25 percent interest was sold. There must be a change of 50 percent or more in both capital and profits for the partnership to terminate. A sale of a 40 percent interest in capital and a 60 percent interest in profits will not terminate the partnership.

Death of a Partner The general rule is that the death of a partner causes dissolution of the partnership. However, the partners can expressly agree that the partnership business will be continued in the event that one or more of the partners die. This agreement is usually contained in the partnership agreement. Although death dissolves the partnership, a ''community of interest'' still exists until a winding up of the affairs of the partnership takes place. This community of interest exists only for the limited purpose of winding up affairs. Winding Up the Business In general, after dissolution, each partner has an equal right to possess the firm assets, to participate in the winding up process, and to dispose of the firm assets for the purpose of liquidating and winding up the firm affairs. If dissolution occurs because of the death of one partner, the surviving partners ordinarily have full power to control and dispose of the assets in order to terminate partnership business. The partners may, however, agree among themselves that one or more of them shall have exclusive authority to possess, control and dispose of the assets. Even after dissolution, no one individual partner is entitled to exclusive possession for his own use of specific partnership property until: The partnership has been liquidated An accounting has been made, and The property has been applied to the payment of firm debts

Some partners do not have the authority to wind up the partnership, including: Bankrupt or insolvent partners Partners who have wrongfully dissolved the partnership Breach of Partnership Agreements and Expulsion Sometimes the partners in a business may feel it necessary to expel a particular partner. This may be because the partner has broken or breached the partnership agreement. The only way to expel a partner is to dissolve the business unless expulsion is addressed in the partnership agreement. Generally, partnership agreements do include a power of expulsion. A partnership agreement should set out the circumstances that allow for a partner to be expelled, how the decision to expel is to be made such as by majority vote and state that the partnership may continue without the expelled partner. In addition, there is the matter of payment for the expelled partner's share of the business. Bad Faith Expulsions A court will not allow a partner to be expelled if he or she can show that co-partners, though justified by the wording of the expulsion clause, have in fact taken advantage of that clause for unworthy purposes of their own; this type of expulsion is done in "bad faith." Unlawful Expulsions An expulsion which involves discrimination against a partner on the grounds of sex, gender reassignment, disability, religion or belief, sexual orientation or age will be unlawful, as will an expulsion on racial grounds. Continuation after Expulsion If the partnership agreement or dissolution agreement so provides, the partnership business can be continued after the expulsion of one or more partners. Absent proper authority in the partnership documents, however, the remaining partners may not continue the business after the expulsion of one or more partners. Dissolution Dissolution is a process that begins with one or more partners' decisions to cease association with the other partners, or a similar decision or event that leads to a change in the makeup of the partnership. It continues with the winding up of partnership business, such as performance of existing contracts, payment of firm debts and the collection of receivables. Partnership assets are liquidated and distributed, or if the partnership business is to continue, then procedures that reflect the changes in the membership of the firm are carried out. Dissolution concludes with the termination of the partnership's legal existence when all procedures are complete.

A partnership can conduct business as well as be sued during the dissolution process, but dissolution generally precludes any new or future transactions from occurring. Even though dissolution has begun, a partner still has the authority to act for the other partners in matters affecting the partnership. Liability for Breach of Partnership Agreement Neither a departing partner nor the remaining partners are liable for a breach of the partnership agreement in an at will partnership. An at will partnership is one that does not have a set duration. A breach of the contract is the failure to fulfill the duties under the terms of the contract. In a partnership that does have a set duration, an expulsion that occurs before the end of the specified partnership term is a breach of the partnership agreement unless it is done for good cause. Paying for Expelled Partner's Share When a partner leaves a business through expulsion and that business is to continue, the outgoing partner must receive payment from the others for his or her share. The terms of payment should be agreed upon in advance. Wrongful Dissolution When a partner wrongfully dissolves the partnership before the end of the term agreed upon in the partnership contract, his copartner may bring a lawsuit against him for damages for breach of contract. Similarly, a lawsuit for damages may be brought by the remaining partners when a partner wrongfully dissociates from the partnership under the Revised Uniform Partnership Act, which a majority of states have adopted.

Partnership
From Wikipedia, the free encyclopedia
For the cricket term, see Partnership (cricket). A partnership is an arrangement where parties agree to cooperate to advance their mutual interests.[1] Since humans are social beings, partnerships between individuals, businesses, interest-based organizations, schools, governments, and varied combinations thereof, have always been and remain commonplace. In the most frequently associated instance of the term, a partnership is formed between one or more businesses in which partners (owners) co-labor to achieve and share profits and losses (seebusiness partners). Partnerships are also common regardless of and among sectors. Non-profit, religious, and political organizations, may partner together to increase the likelihood of each achieving their mission and to amplify their reach. In what is usually called an alliance, governments may partner to achieve their national interests, sometimes against allied governments who hold contrary interests, such as occurred during World War II and the Cold War. In education, accrediting agencies increasingly evaluate schools by the level and quality of their partnerships with other schools and a variety of other entities across societal sectors. Partnerships also occur

at personal levels, such as when two or more individuals agree to domicile together, while others are not only personal but private, known only to the involved parties. Partnerships present the involved parties with special challenges that must be navigated unto agreement. Overarching goals, levels of give-and-take, areas of responsibility, lines of authority and succession, how success is evaluated and distributed, and often a variety of other factors must all be negotiated. Once agreement is reached, the partnership is typically enforceable by civil law, especially if well documented. Partners who wish to make their agreement affirmatively explicit and enforceable typically draw up Articles of Partnership. While partnerships stand to amplify mutual interests and success, some are considered ethically problematic. When a politician, for example, partners with a corporation to advance the corporation's interest in exchange for some benefit, a conflict of interest results. Outcomes for the public good may suffer. Partnerships may enjoy special benefits in tax policies. Among developed countries, for example, business partnerships are often favored over corporations in taxation policy, since dividend taxes only occur on profits before they are distributed to the partners. However, depending on the partnership structure and the jurisdiction in which it operates, owners of a partnership may be exposed to greater personal liability than they would as shareholders of a corporation. In such countries, partnerships are often strongly regulated via anti-trust laws, so as to inhibitmonopolistic practices and foster free market competition. Governmentally recognized domestic partnerships typically enjoy tax benefits, as well.

Definition in civil law

Companies law
Company Business

Business entities

Sole proprietorship Partnership (General Limited LLP) Corporation Cooperative

United States

S corporation C corporation LLC LLLP Series LLC Delaware corporation Nevada corporation Massachusetts business trust Delaware statutory trust Benefit corporation

UK / Ireland / Commonwealth

Limited company (by shares by guarantee Public Proprietary) Unlimited company Community interest company

European Union / EEA

SE SCE SPE EEIG

Elsewhere

AB AG ANS A/S AS GmbH K.K. N.V. Oy S.A. more

Doctrines

Corporate governance Limited liability Ultra vires Business judgment rule Internal affairs doctrine De facto corporation and corporation by estoppel Piercing the corporate veil Rochdale Principles

Related areas

Contract Civil procedure

Accountancy

Key concepts

Accountant Accounting period Bookkeeping Cash and accrual basis Cash flow forecasting Chart of accounts Journal Special journals Constant item purchasing power accounting Cost of goods sold Credit terms Debits and credits Double-entry system Mark-to-market accounting FIFO and LIFO GAAP / IFRS General ledger Goodwill Historical cost Matching principle Revenue recognition Trial balance

Fields of accounting

Cost Financial Forensic Fund Management Tax (U.S.)

Financial statements

Balance sheet Cash flow statement Statement of retained earnings Income statement Notes Management discussion and analysis XBRL

Auditing

Auditor's report Financial audit GAAS / ISA Internal audit SarbanesOxley Act

Accounting qualifications

CA CPA CCA CGA CMA CAT CFA CIIA IIA CTP ACCA

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For a country-by-country listing of types of partnerships, companies, etc., see Types of business entity. A partnership is a nominate contract between individuals who, in a spirit of cooperation, agree to carry on an enterprise; contribute to it by combining property, knowledge or activities; and share its profit. Partners may have a partnership agreement, or declaration of partnership and in somejurisdictions such agreements may be registered and available for public inspection. In

many countries, a partnership is also considered to be a legal entity, although different legal systems reach different conclusions on this point. [edit]Germany Main article: Kommanditgesellschaft Partnerships may be formed in forms of the General Partnership (Offene Handelsgesellschaft, OHG) or Limited Partnership (Kommanditgesellschaft, KG). A partnership can be formed by only one person. In the OHG, all partners are fully liable for the partnership's debts, whereas in the KG there are general partners with unlimited liability and limited partners whose liability is restricted to their fixed contributions to the partnership. Although a partnership itself is not a legal entity, it may acquire rights and incur liabilities, acquire title to real estate and sue or be sued [edit]China Main article: Partnership (China) In mainland China, a partnership enterprise encompasses two types of partnerships general partnerships and limited partnerships.[2] A general partnership comprises general partners who bear joint and several liabilities for the debts of the partnership enterprise.[2] There is a special general partnership which can be employed by professional service providers such as accountant firms and law firms. A limited partnership enterprise includes general partners and limited partners where the limited partners are liable only to the extent of their capital contributions.[2] [edit]Japan The Japanese civil code provides for partnerships by contract, which are commonly known ? asnin'i kumiai ( ) or "voluntary partnerships." A more recent statute has allowed for the creation of limited liability partnerships. One form of partnership unique to Japan is the tokumei kumiai or "anonymous partnership," in which partners have limited liability so long as they remain anonymous in their capacity as partners and do not participate in the operation of the partnership. Japan provides for partnership-like corporations called mochibun kaisha.

[edit]Netherlands Accountants in the Netherlands organized themselves for the first time as partnerships in 1890 when two single proprietorships bundled their efforts to form a partnership. The event was followed by numerous other events, including additional consolidation and entrepreneurship, mergers and acquisitions, internationalization regulatory and economic discontinuities that changed the sector dramatically. Partnerships differ from private and public corporations in that

all partners are fully responsible for decisions made by any of the partners. A historical and organizational study of accounting partnerships in The Netherlands over the period 1890-1990 showed that partnerships benefit greatly from supplementing partners with associates ( the ratio of partners to associates refers to "leverage' and greatly impacts the partnerships survival odds, but only partners as so called residual claimants are liable for the conduct and performance of the partnership as firm). Also the heterogeneity of the partners as a group of professionals benefits from compositional effects such as homogeneity in experience and other demographic characteristics. [3] [edit]Common

law

Under common law legal systems, the basic form of partnership is a general partnership, in which all partners manage the business and are personally liable for its debts. Two other forms which have developed in most countries are the limited partnership (LP), in which certain limited partners relinquish their ability to manage the business in exchange for limited liability for the partnership's debts, and the limited liability partnership (LLP), in which all partners have some degree of limited liability. There are two types of partners. General partners have an obligation of strict liability to third parties injured by the Partnership. General partners may have joint liability or joint and several liability depending upon circumstances. The liability of limited partners is limited to their investment in the partnership. A silent partner is one who still shares in the profits and losses of the business, but who is uninvolved in its management, and/or whose association with the business is not publicly known; these partners usually provide capital. [edit]Hong

Kong

Main article: Partnership (Hong Kong) A partnership in Hong Kong is a business entity formed by the Hong Kong Partnerships Ordinance, which defines a partnership as "the relation between persons carrying on a business in common with a view of profit" and is not a joint stock company or an incorporated company.[4] If the business entity registers with the Registrar of Companies it takes the form of a limited partnership defined in the Limited Partnerships Ordinance.[5] However, if this business entity fails to register with the Registrar of Companies, then it becomes a general partnership as a default.[5] [edit]Australia Main article: Partnership (Australia) Summarising s. 5 of the Partnership Act 1958 (Vic) (hereinafter the "Act"), for a partnership in Australia to exist, four main criteria must be satisfied. They are:

   

Valid Agreement between the parties; To carry on a business this is defined in s. 3 as "any trade, occupation or profession"; In Common meaning there must be some mutuality of rights, interests and obligations; View to Profit thus charitable organizations cannot be partnerships (charities are typically incorporated associations under Associations Incorporations Act 1981 (Vic))

Partners share profits and losses. A partnership is basically a settlement between two or more groups or firms in which profit and loss are equally divided [edit]United

Kingdom limited partnership

Main articles: UK partnership law and Limited Partnership Act 1907 A limited partnership in the United Kingdom consists of:
 

One- twenty people (except in solicitors and banks) called general partners, who are liable for all debts and obligations of the firm; and One or more people called limited partners, who contribute a sum/sums of money as capital, or property valued at a stated amount. Limited partners are not liable for the debts and obligations of the firm beyond the amount contributed.

Limited partners may not:

 

Draw out or receive back any part of their contributions to the partnership during its lifetime; or Take part in the management of the business or have power to bind the firm.

If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be. [edit]India

and Pakistan

According to section 4 of the Partnership Act of 1932, which applies in both India and Pakistan, "Partnership is defined as the relation between two or more persons who have agreed to share the profits and losses according to their ratio of business run by all or any one of them acting for all". This definition superseded the previous definition given in section 239 of Indian Contract Act 1872 as Partnership is the relation which subsists between persons who have agreed to combine their property, labour, skill in some business, and to share the profits thereof between them. The 1932 definition added the concept of mutual agency. A partnership firm is not a legal entity apart from the partners constituting it. It has limited identity for the purpose of tax law as per section 4 of the Partnership Act of 1932.[6] [edit]USA Main article: Partnership taxation in the United States

The federal government of the United States does not have specific statutory law governing the establishment of partnerships. Instead, each of the fifty states as well as the District of Columbia has its own statutes and common law that govern partnerships. These states largely follow general common law principles of partnerships whether a general partnership, a limited partnership or a limited liability partnership. In the absence of applicable federal law, the National Conference of Commissioners on Uniform State Laws has issued non-binding models laws (called uniform act) in which to encourage the adoption of uniformity of partnership law into the states by their respective legislatures. This includes the Uniform Partnership Act and the Uniform Limited Partnership Act. Although the federal government does not have specific statutory law for establishing partnerships, it has an extensive and hyperdetailed statutory scheme for the taxation of partnerships in theInternal Revenue Code. The IRC is Title 26 of the United States Code wherein Subchapter K of Chapter 1 creates tax consequences of such great scale and scope that it effectively serves as a federal statutory scheme for governing partnerships. [edit]Islamic

Law

Main article: Qirad The Qirad and Mudarabas institutions in Islamic law and economic jurisprudence were the precursors to the modern limited partnership[dubious discuss]. These were developed in the medieval Islamic world, when Islamic economics flourished and when early trading companies, big businesses, contracts, bills of exchange and long-distance international trade were established.[7] In medieval Italy, a business organization known as the commenda appeared in the 10th century. As an institution, the commenda is very identical to the qirad but whether the qirad transformed into the commenda, or the two institutions evolved independently cannot be stated with certainty.[8] Philippines Partnership POSTED BY ADMIN ON SUNDAY, NOVEMBER 15TH, 2009 Philippine Partnerships must be registered with the Securities and Exchange Commission (SEC).

Steps and requirements to register a partnership with the SEC are: 1 Verification and reservation of the name of the partnership at the SEC. Once the name is accepted the SEC will issue a Name Verification Slip. 2 Articles of Partnership:

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. Unless otherwise stated a general partner may act on behalf of the partnership without any limitations. By law a limited partner is not allowed to participate actively in the management of the partnership or control of the business operations. 3 - Affidavit of a general partner undertaking to change partnership name (not required if Articles of Partnership has provision on this commitment) + Additional requirements: - Endorsement/clearance from other government agencies, if applicable For partnership with foreign partners: SEC Form No. F-105 (Application to do Business under the Foreign Investments Act of 1991 R.A. 7042, as amended Foreign Investment Agent Application Form if foreign partner is not a resident of the Philippines. Bank certificate on the capital contribution of the partners For foreign partners who want to register their investments with the BSP: Proof of inward remittance or affidavit manifesting intention not to register investment with the Banko Sentral ng Pilipinas. 4. File all the documents with the SEC, upon payment of the requisite filing fees. Notes: Partnership must be dissolved upon the death of one of its general partners. General partners are personally legally responsible for all the obligations of the partnership. Limited partners are personally legally responsible only up to the amount of their capital contribution to the Partnership. A partnership is taxed like a corporation. Partnerships are subject to the restrictions on foreign ownership in Foreign Negative List A & B Foreigners can not be a partner in a partnership which owns land. A corporation may not be a partner in a partnership. In the case of a limited partnership, the word Limited or Ltd must be added to the partnership name. Articles of Partnership of limited partnerships should be under oath only (Jurat) and not recognized before a notary public.

Documents signed outside of the Philippines must be authenticated by the Philippines Embassy/Consulate where it was executed.