The Limited Liability Limited Partnership Agreement is a sophisticated legal instrument used in the Philippines when businesses seek to establish a hybrid entity that combines partnership flexibility with corporate-style liability protection. This document is particularly valuable for ventures requiring substantial capital investment where both active managers (general partners) and passive investors (limited partners) need liability protection while maintaining distinct roles. The agreement must navigate Philippine legal requirements, including compliance with the Revised Corporation Code and Civil Code, while establishing clear frameworks for partnership governance, capital contributions, profit distribution, and operational management. It's especially relevant for large-scale projects, real estate developments, or investment ventures where multiple parties contribute varying levels of capital and management expertise.
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1. Parties: Identifies and provides details of all partners, including general partners and limited partners
2. Background: Sets out the context and purpose of forming the LLLP
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Establishes the LLLP's formation, name, and registered address
5. Purpose and Business: Defines the scope of partnership business activities
6. Capital Contributions: Details initial and subsequent capital contributions from all partners
7. Partnership Interests: Specifies the ownership interests and economic rights of partners
8. Management and Control: Outlines management structure, voting rights, and decision-making processes
9. Rights and Duties of Partners: Defines obligations and rights of general and limited partners
10. Liability and Indemnification: Addresses liability limitations and indemnification provisions
11. Distributions and Allocations: Details profit/loss allocation and distribution policies
12. Books, Records and Accounting: Specifies record-keeping requirements and accounting practices
13. Transfer Restrictions: Sets out restrictions on transfer of partnership interests
14. Withdrawal and Removal: Procedures for partner withdrawal or removal
15. Dissolution and Liquidation: Processes for partnership dissolution and asset distribution
16. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction
17. Miscellaneous Provisions: Includes standard boilerplate clauses
1. Foreign Investment Provisions: Required when foreign partners are involved, addressing Foreign Investments Act compliance
2. Tax Matters: Detailed tax provisions when complex tax arrangements exist
3. Intellectual Property Rights: Required when IP is a significant aspect of the partnership business
4. Competitive Restrictions: Non-compete and non-solicitation provisions if needed
5. Advisory Board: Establishes an advisory board structure if desired
6. Emergency Provisions: Special provisions for emergency situations or force majeure
7. Digital Assets and Cryptocurrency: Required when partnership involves digital assets or cryptocurrency
8. Environmental Compliance: Required for businesses with environmental impact
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule B - Partnership Interests: Complete list of partners and their percentage interests
3. Schedule C - Initial Officers: List of initial officers and their roles
4. Schedule D - Business Plan: Initial business plan and projections
5. Schedule E - Property Schedule: List of partnership property and assets
6. Appendix 1 - Management Procedures: Detailed management and voting procedures
7. Appendix 2 - Valuation Methods: Agreed methods for valuing partnership interests
8. Appendix 3 - Tax Elections: Specific tax elections and procedures
9. Appendix 4 - Form of Transfer Agreement: Template for future transfers of partnership interests
Relevant legal definitions
Clauses
Relevant Industries
Real Estate Development
Private Equity
Venture Capital
Professional Services
Manufacturing
Agriculture and Farming
Mining and Natural Resources
Technology and Innovation
Infrastructure Development
Healthcare
Renewable Energy
Hospitality and Tourism
Export and Trading
Financial Services
Construction
Relevant Teams
Legal
Corporate Governance
Finance
Compliance
Risk Management
Business Development
Investment
Operations
Tax
Administrative
Corporate Secretariat
Executive Leadership
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Partner
General Partner
Limited Partner
Corporate Lawyer
Legal Counsel
Business Development Director
Investment Manager
Risk Management Officer
Compliance Officer
Company Secretary
Finance Director
Operations Director
Partnership Administrator
Tax Advisor
Corporate Governance Officer
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