Elements of Partneship

Republic of the Philippines
Surigao del Sur State University

Rosario, Tandag City, Surigao del Sur 8300
Telefax No. 086-214-4221
Website: www.sdssu.edu.ph
CONTRACT OF PARTNERSHIP
In Partial Fulfillment of the Requirement
for iPCL – Partnership and Corporation Law
Wednesday 1:00 – 2:00 pm
Submitted by:
Frenzy M. Picasales
BSBA-3FME
Submitted to:
Atty. Maluxie D. Ybiernas
Instructor
A.Y 2020-2021
Telefax No. 086-214-4221
Limited Partnership
ARTICLES OF CO-PARTNERSHIP
OF
CIELO BOTÁNICO, Ltd.
(Partnership Name)
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned partners, all of legal age, residents and citizens of the
Philippines, have on this day voluntarily associated ourselves together for the purpose
of forming a limited partnership under the following terms and conditions and subject
to existing and applicable laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY:
ARTICLE I. Partnership Name: That the name of this partnership shall be CIELO
BOTÁNICO, Ltd. “Cielo Botánico” is the Spanish translation for “Botanic Heaven.” It is
a garden business that offers home ready plants and tools for plant care. This
partnership’s name was established for the purpose where people can feel heaven-like
experience by surrounding themselves with lots of fresh and vibrant plants to relieve
stress, since there’s such a thing as pandemic stress, and Filipinos have been looking
for ways to keep stress at bay. There’s always been a high demand for houseplants
since it is not only therapeutic, but it also promotes relaxation and happiness, which is
much needed during this stressful time.
ARTICLE II. Business Purpose: That the purpose/s for which this partnership is
formed is/are:
1. To enrich and transform our customers’ environment, health and well-being with
plants;
2. To provide unsurpassed products and services at competitive pricing which
consistently exceeds the expectations of our customers;
3. To give back – to the communities in which we live and work, to the
environment with low impact solutions, and by educating industry leaders,
professionals, and the public about the benefits of plants.
4. To gain profit through this business;
5. To provide work for individuals who are unemployed; and
Telefax No. 086-214-4221
Articles of Co-Partnership
6. To foster an enjoyable, positive, and dynamic work culture for all of our team
members so they reach and exceed their goals in a fulfilling experience.
ARTICLE III. Principal place of Business: That the principal place of business of this
partnership shall be located across the Tandag City Boulevard, Surigao del Sur. We
have chosen this location because of its nice ambiance, and it is a great spot for
tourists since it became a center of leisure in the city.
ARTICLE IV. Term of Existence: That this partnership shall have no fixed term since
the partners will only decide on when they are going to dissolve their business from
and after the original recording of its Articles of Co-Partnership by the Securities and
Exchange Commission.
ARTICLE V. Partners’ Circumstances: That the names, nationalities and complete

residence addresses of the partners are as follows:
Name Nationality Complete Residence Kind of Partner
Address
Frenzy M. Picasales Filipino Telaje, Tandag City, SDS General Partner

Sheina M. Tomampos Filipino Carmen, SDS Limited Partner
Abegail P. Lomoljo Filipino Bag-ong Lungsod, Limited Partner
Tandag City, SDS
ARTICLE VI. Capital Contribution: That the capital of this Partnership shall be the
amount of Two Million Pesos (P2,000,000.00), Philippine Currency, contributed in
cash by the partners, as follows.
Name Amount Contributed
Frenzy M. Picasales Php 1,000,000.00

Sheina M. Tomampos Php 500,000.00
Abegail P. Lomoljo Php 500,000.00
That no transfer of interest which will reduce the ownership of Filipino Citizens to
less than the required percentage of capital as provided by existing laws shall be
allowed or permitted to be recorded in the proper books of the partnership.
Telefax No. 086-214-4221
ARTICLE VII. Sharing Ratios: That the profits and losse shall be divided and
distributed on the following ratio and percentage: (50:25:25)
(Limited partner shall be liable for losses only to the extent of his/her contribution.)
Frenzy M. Picasales (50%) - Capitalist-Industrial Partner

Sheina M. Tomampos (25%) - Capitalist Partner
Abegail P. Lomoljo (25%) - Capitalist Partner
ARTICLE VIII. Management: That this partnership shall be under Frenzy M.

Picasales, as General Manager, who shall be in charge of the management of the
affairs of the company. She shall have the power to use the partnership name and in
otherwise performing such acts as are necessary and expedient in the management of
the firm and to carry out its lawful purposes. (Only the General Partner can be the
General Manager.)
ARTICLE IX. Undertaking to Change Name: That the partners willingly undertake to
change the name of the partnership immediately upon receipt of notice/ directive from
the Securities and Exchange Commission that another partnership, corporation, or
person has been declare misleading, deceptive, confusingly similar to a registered
name or contrary to public morals, good customs or public policy.
ARTICLE X. Restriction on Transfer: No Partner shall transfer, assign, sell, give,

pledge, hypothecate or otherwise encumber, or dispose of in any manner any or all of
his or her interest in the Partnership without the written consent of all Partners.
ARTICLE XI. Binding Effect: This Agreement shall be binding upon and inure to the
benefit of the Partners and their respective legal representatives, heirs, administrators,
executors, successors and permitted assigns.
ARTICLE XII. Severability: If any provision of this Agreement is held to be invalid,

illegal or unenforceable in whole or in part, the remaining provisions shall not be
affected and shall continue to be valid, legal and enforceable as though the invalid,
illegal or unenforceable parts had not been included in this Agreement.
ARTICLE XIII. Further Assurances: At the written request of one Partner, the other
Partners shall execute and deliver such other documents and take such other actions
as may be reasonably necessary to affect the terms of this Agreement.
Telefax No. 086-214-4221
ARTICLE XIV. Entire Agreement: This Agreement contains the entire understanding
between the Partners and supersedes and cancels all prior agreements of the
Partners, whether oral or written, with respect to such subject matter.
ARTICLE XV. Counterparts: This Agreement may be executed in one or more

counterparts, each of which shall be deemed an original and all of which together,
shall constitute one and the same document.
ARTICLE XVI. Amendment: This Agreement may be amended or modified only by a

written agreement signed by all of the Partners.
ARTICLE XVII. Notices: Any notice or other communication given or made to any
Partner under this Agreement shall be in writing and delivered by hand, sent by
overnight courier service or sent by certified or registered mail, return receipt
requested, to the address stated above or to another address as that Partner may
subsequently designate by notice and shall be deemed given on the date of delivery.
ARTICLE XVIII. Waiver: No Partner shall be deemed to have waived any provision of
this Agreement or the exercise of any rights held under this Agreement unless such
waiver is made expressly and in writing. Waiver by any Partner of a breach or violation
of any provision of this Agreement shall not constitute a waiver of any other
subsequent breach or violation.
IN WITNESS WHEREOF, we have hereunto affixed our signatures this 2nd day of
June 2021 at Tandag City, Surigao del Sur.
Frenzy M. Picasales
Partner’s Name Partner’s Signature
Sheina M. Tomampos
Abegail P. Lomoljo
Telefax No. 086-214-4221
SUBSCRIBED AND SWORN TO before me in Tandag City, Surigao del Sur,

Philippines on June 02, 2021, affiants personally appeared before me and exhibited
their competent evidence of identity indicated after their respective names, as follows:
Name TIN/ID/Passport No. Date & Place Issued

Atty. John Elisha J. Hirro 624-556-676-000 06-02-21/Tandag, SDS
Atty. Aaron Leonell O. Ranos 624-324-344-000 06-02-21/Tandag, SDS
Atty. Angelica B. David 624-783-346-000 06-02-21/Tandag, SDS
Atty. Violeta R. Adaya 624-454-656-000 06-02-21/Tandag, SDS
NOTARY PUBLIC
Doc. No. 16
Page No. 4
Book No. 20
Series of 2021

Elements of Partneship

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Elements of Partneship

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Republic of the Philippines

Surigao del Sur State University

In Partial Fulfillment of the Requirement

for iPCL – Partnership and Corporation Law

Wednesday 1:00 – 2:00 pm

KNOW ALL MEN BY THESE PRESENTS:

AND WE HEREBY CERTIFY:

ARTICLE V. Partners’ Circumstances: That the names, nationalities and complete

Frenzy M. Picasales Filipino Telaje, Tandag City, SDS General Partner

Name Amount Contributed

Frenzy M. Picasales Php 1,000,000.00

Frenzy M. Picasales (50%) - Capitalist-Industrial Partner

ARTICLE VIII. Management: That this partnership shall be under Frenzy M.

ARTICLE X. Restriction on Transfer: No Partner shall transfer, assign, sell, give,

ARTICLE XII. Severability: If any provision of this Agreement is held to be invalid,

ARTICLE XV. Counterparts: This Agreement may be executed in one or more

ARTICLE XVI. Amendment: This Agreement may be amended or modified only by a

SUBSCRIBED AND SWORN TO before me in Tandag City, Surigao del Sur,

Name TIN/ID/Passport No. Date & Place Issued

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