The Equity Partnership Agreement serves as the foundational document for establishing formal business partnerships in the Philippines, subject to local laws and regulations including the Civil Code and Revised Corporation Code. This document is essential when two or more parties wish to enter into a business relationship involving shared ownership, profits, and responsibilities. It's particularly crucial for businesses requiring substantial capital investment, professional services firms, and family-owned enterprises looking to formalize their structure. The agreement comprehensively addresses capital contributions, profit sharing, management rights, transfer restrictions, and dispute resolution mechanisms. It must comply with Philippine foreign ownership restrictions where applicable and should be carefully drafted to protect all partners' interests while ensuring operational efficiency.
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1. Parties: Identifies and provides full details of all partners entering into the agreement
2. Background: Sets out the context and purpose of the partnership, including the business objectives
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Structure: Details the legal structure, name, and registered address of the partnership
5. Capital Contributions: Specifies the initial and any subsequent capital contributions required from each partner
6. Ownership and Profit Sharing: Establishes the ownership percentages and profit distribution mechanisms
7. Management and Control: Outlines the management structure and decision-making processes
8. Partners' Rights and Obligations: Details the rights, duties, and responsibilities of all partners
9. Meetings and Voting: Specifies procedures for partner meetings and voting requirements
10. Financial Management: Covers accounting practices, financial reporting, and banking arrangements
11. Transfer of Partnership Interests: Sets out rules for transferring ownership interests to other partners or third parties
12. Term and Termination: Specifies the duration of the partnership and conditions for termination
13. Dispute Resolution: Establishes procedures for resolving conflicts between partners
14. Governing Law: Confirms the agreement is governed by Philippine law and specifies jurisdiction
15. General Provisions: Includes standard boilerplate clauses such as notices, amendments, and severability
1. Non-Competition and Non-Solicitation: Restricts partners from competing with the partnership or soliciting employees/clients - include when partners have other business interests
2. Intellectual Property Rights: Addresses ownership and use of IP - include when the partnership will develop or use significant IP
3. Foreign Ownership Provisions: Additional provisions required when foreign partners are involved - include with non-Filipino partners
4. Tag-Along and Drag-Along Rights: Provisions protecting minority partners in sale scenarios - include in larger partnerships with multiple investors
5. Put and Call Options: Mechanisms for forced buy-out or sale - include when partners want specific exit rights
6. Dead-Lock Resolution: Special procedures for resolving management deadlocks - include in 50/50 partnerships
7. Additional Funding Provisions: Procedures for raising additional capital - include when future capital needs are anticipated
8. Family Succession Rights: Rules for transfer of interests to family members - include in family-based partnerships
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions, including valuations of non-cash contributions
2. Schedule B - Partnership Assets: Complete list and description of all assets owned by the partnership at formation
3. Schedule C - Business Plan: Initial business plan and strategic objectives of the partnership
4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities
5. Schedule E - Prohibited Activities: List of activities requiring unanimous partner approval
6. Schedule F - Valuation Methodology: Agreed methods for valuing partnership interests for transfer or buy-out purposes
7. Schedule G - Key Performance Indicators: Metrics for measuring partnership and partner performance
8. Appendix 1 - Partner Details: Complete information about each partner, including contact details and tax information
9. Appendix 2 - Special Resolutions: List of matters requiring special voting majorities
10. Appendix 3 - Compliance Requirements: Summary of regulatory requirements and compliance obligations under Philippine law
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