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6. Term or existence
7. Capital contribution of each partner
8. Division of profits
9. Salary of managing Partner
10. Dissolution of partnership
11. Joint Acknowledgment
Form of contract:
General rule: No specific form is required for its validity or existence. (Article
1771 in relation to Article 1456, NCC)
Exceptions:
1.
2.
3.
4.
5.
6.
7.
8.
9.
Quick summary:
Personal Circumstances of partners
Name of Limited Partnership should always be accompanied by LTD after
the name
Purpose/s of the Limited partnership
Principal place of business
Term of existence
Capital contribution
Designation and salary of general partner
Division of profits
Joint acknowledgment
Failure to comply with the requirements of the preceding paragraph shall not
affect the liability of the partnership and the members thereof to third
persons. (n)
=oOo=
General Provisions:
Any number of natural persons not less than five (5) but not more
than fifteen (15), all of legal age and a majority of whom are
residents of the philippines, may form a prvate corporation for any lawful
purpose or purposes. Each of the incorporators of a stock corporation
must own or be a subscriber to at least one (1) share of the capital
stock of the corporation.
A corporation shall exist for a period not exceeding fifty (50) years from
the date of incorporation unless sooner dissolved or unless said period is
extended. That corporate term as originally stated in the articles of
incorporation may be extended for periods not exceeding fifty (50)
years in any single instance by an amendment of the articles of
incorporation, in accordance with this code: provided, that no extension can
be made earlier than five (5) years prior to the original or subsequent expiry
date(s) unless there are justifiable reasons for an earlier extension as may be
determined by the securities and exchange commission.
NOTES:
1. exist for the term specified in the Articles of Incorporation not exceeding
FIFTY (50) YEARS, unless sooner legally dissolved or unless its registration is
revoked upon any grounds provided by law
2. may be reduced or extended by AMENDMENT of articles of incorporation by
complying with the procedural requirements approved by majority of vote of
Board of Directors or Trustees and ratified at a meeting by the stockholders
representing at least two-thirds (2/3) of the outstanding capital stock or by at
least two-thirds (2/3) of members
NOTES:
Corp. Code does not set a minimum Authorized Capital Stock except
otherwise provided by special law as long as the PAID-UP CAPITAL is not less
than P5, 000.
Special laws may require HIGHER PAID-UP CAPITAL for commercial banks,
insurance companies and investment houses
proportionate share in its capital, all executive and managing officers are
Filipino citizens
Banking Corporations at least 60% of the capital stock of any bank or
banking institution established after General Banking Act (July 24,1948)
owned by Filipino citizens
Corporations engaged in retail trade capital is wholly owned by Filipino
citizens
Rural Banks capital stock must be fully owned and held directly or indirectly
by Filipino citizens, or corporations, associations, or cooperatives under
Philippine Laws
Corporations engaged in coastwise shipping - at least 60% of the capital
stock of which or any interest in said capital totally owned by Filipino citizens
Financing companies - at least 60% of the capital owned by Filipino
citizens
Corporations engaged in the pawnshop business at least 70% of the voting
capital stock owned by Filipino citizens
Corporations engaged in the recruitment and placement of workers, locally or
overseas at least 75% of the authorized and voting capital stock owned and
controlled by Filipino citizens
Corporations engaged in the operation of a private detective, watchman, or
security guard agencies 100% Filipino owned
Under the Flag law preference given to producers or manufacturers of
materials and supplies in the Philippines, and to domestic entities (75% of
capital owned by Filipino citizens) in the purchase of articles for the
Government
Paragraph 10: other matters which the incorporators may deem necessary
and convenient.
Paragraph 11: Designation of Treasurer
Other requirements:
May not include a purpose which would change or contradicts its nature as a
non-stock corporation
Names, nationalities and residence of persons who shall act as trustees until
the first regular ones are duly elected and qualified
Names, nationalities and residences of the contributors and the amount
contributed by each, instead of subscriptions.
Corporation By-laws
When adopted:
(a) No later than one (1) month after receipt from SEC of
official notice of issuance of Certificate of Incorporation.
Requirement:
Affirmative vote of stockholders representing at least
majority of outstanding capital stock (Stock Corp.) or members (Non-Stock)
Must be signed by stockholders or members voting for them
Requirement:
all of them
Where kept:
When effective:
Only upon the SECs issuance of a certification that
the by-laws are not inconsistent with the Corporation Code.
1. The time, place and manner of calling and conducting regular or special
meetings of the directors or trustees;
2. The time and manner of calling and conducting regular or special meetings of
the stockholders or members;
3. The required quorum in meetings of stockholders or members and the
manner of voting therein;
4. The form for proxies of stockholders and members and the manner of voting
them;
5. The qualifications, duties and compensation of directors or trustees, officers
and employees;
6. The time for holding the annual election of directors of trustees and the mode
or manner of giving notice thereof;
7. The manner of election or appointment and the term of office of all officers
other than directors or trustees;
8. The penalties for violation of the by-laws;
9. In the case of stock corporations, the manner of issuing stock certificates;
and
10.Such other matters as may be necessary for the proper or convenient
transaction of its corporate business and affairs. (21a)
- End
(and)
legal age,
WITNESSETH:
2. They have formed a partnership among themselves under the name and
style of XYZ;
4. The principal office of the partnership shall be located at 50th flr., ABC
Bldg., Rufino St., Makati City;
5. It is hereby stipulated that Juan Tamad shall be the partner upon whom the
management of the firm and the use of its signature shall be entrusted; that
he shall exercise such powers necessary to attain the purposes of this
partnership, including the power to draw drafts, bills of exchange and other
negotiable instruments and accept the same for and in the name of the firm;
to appoint and dismiss employees and to fix their tenure and compensation;
to deposit money in banks and with the counter-signature of the Treasurer,
withdraw the same for purposes of the partnership; and (others).
Juan Tamad
Maria Makiling
P100,000;
P100,000;
P100,000;
P300,000;
8. The profits and loses shall be divided share and share alike among the
partners of the partnership (or in proportion to their respective capital);
10. If during the term of the partnership, any of the partners shall die, the
partnership shall continue among the surviving partners, unless one of the
latter expressly requests for dissolution
IN WITNESS WHEREOF, the parties have hereunto set their hands, this
_____________
_______________
(Signature of partners)
__________________________
____________
________________________
(JOINT ACKNOWLEDGMENT)
City of Baguio
) S.S.
BEFORE ME, this 18th day of February, 2014 in the city of Baguio, personally
appeared:
WITNESS MY HAND AND SEAL , at the place and on the date above
written.
Doc No. 11
Page No. 22
Book No. V
Series of 2014
5. The term for which the partnership is to exist shall be ten (10) years to
commence from and after the execution of this agreement;
6. The capital of this partnership shall be three hundred thousand PESOS
(P300,000), Philippine currency, contributed by the partners as follows, to wit:
P100,000;
P100,000;
and
P100,000;
(JOINT ACKNOWLEDGMENT)
3. Articles of Incorporation
ARTICLES OF INCORPORATION OF
__________________________
The undersigned incorporators, all of legal age and a majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a (stock)
(non-stock) corporation under the laws of the Republic of the Philippines;
FOURTH: That the term for which the said corporation is to exist is ___ years
from and after the date of issuance of the certificate of incorporation;
NATIONALITY
RESIDENCE
_____________
__________
_____________
__________
_____________
__________
_____________
__________
_____________
__________
NATIONALITY
RESIDENCE
_____________
__________
_____________
__________
_____________
__________
_____________
__________
_____________
__________
NAME
______
______
______
______
______
NAME
______
______
______
______
______
That the capital stock of the corporation is ______________ shares without par
value. (In case some shares have par value and some are without par value):
That the capital stock of said corporation consists of _____________ shares of
which ______________ shares are of the par value of _________________
(P____________) pesos each, and of which _________________ shares are without
par value.
EIGHTH: That at least twenty five (25%) percent of the authorized capital
stock above stated has been subscribed as follows:
(Modify Nos. 8 and 9 if shares are with no par value. In case the corporation is
non-stock, Nos. 7, 8 and 9 of the above articles may be modified accordingly,
and it is sufficient if the articles state the amount of capital or money
contributed or donated by specified persons, stating the names, nationalities
______________ _______________
______________ ______________
_____________ _______________
_____________
_______________
_____________
_______________
Name of Subscriber
________________
________________
________________
________________
________________
and residences of the contributors or donors and the respective amount given
by each.)
ACKNOWLEDGMENT
BEFORE ME, a notary public for and in the City of _______ Philippines, this ___
day of _______ personally appeared:
Name
Date
Place
all known to me to be the same persons who executed the foregoing Articles
of Incorporation and they acknowledged to me that the same is of their free
and voluntary act and deed.
4. Treasurers Affidavit
PROVINCE OF )
____________________
(Signature of Treasurer)
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of _____ Province of _________, this ___day of _____, _____;
by___ with Res. Cert. No. ______ issued at ______ on _____, 19_____
NOTARY PUBLIC
My commission
expires on _________,
20 _____