1-2) ARTICLES OF PARTNERSHIP AND ARTICLES OF LIMITED PARTNERSHP

ARTICLES OF PARTNERSHIP
Of
VOLTEZ V MERCHANDISING COMPANY, LTD

.
KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, all of legal age and residents of the Republic of the Philippines have agreed to
amend a limited partnership under the terms and conditions herein set forth and subject to the provisions of existing
laws of the Republic of the Philippines.

AND WE HEREBY CERTIFY:

ARTICLE I. That the name of the partnership shall be:

Voltez V Merchandising Company Ltd.

ARTICLE II. That the principal office of the Partnership shall be located at Public Market, Poblacion, Bontoc,
Mountain Province Philippines.

ARTICLE III. That the names, citizenship, residence and designation of the partners of said partnership are as
follows:

Name Citizenship Residence Designation

Noli Mataag Filipino Natonin, Mountain Province General Partner
Perlas Longtoy Filipino Bontoc, Mountain Province General Partner
Monalyn Manansala Filipino Bauko, Mountain Province Limited Partner
Chariz Ballada Filipino Bauko, Mountain Province Limited Partner
Anton Nasungan Filipino Bontoc, Mountain Province Limited Partner

ARTICLE IV. That the term for which said partnership is to exist is years from the original recording of said
partnership by the Securities and Exchange Commission.

ARTICLE V. That the purpose for which said partnership is formed are as follows:
1. To conduct merchandising business;
2. To conduct; and
3. To engage in business related

ARTICLE VI. That the capital of the partnership shall be six hundred thousand, Philippine Currency contributed
in cash by the partners as follows:

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Name Amount Contributed
Noli Mataag P 20,000.00
Perlas Longtoy P 20,000.00
Monalyn Manansala P 20,000.00
Chariz Ballada P 20,000.00
Anton Nasungan P 20,000.00

ARTICLE VII. That the profits and losses shall be divided pro-rata among the partners.

ARTICLE VIII. That should there be any additional contribution made by a limited partner, such must be
agreed upon by all the partners in writing and duly recorded at least two (2) days after signing of same agreement.
Such contribution shall amend Article VI of the Articles of Partnership and in no case shall such amendment be
done less than one (1) year after the original recording of said partnership by the Securities and Exchange
Commission.

ARTICLE IX. That the contribution of each limited partner may be returned to him/ her three (3) years after the
original recording of said partnership by the Securities and Exchange Commission.

ARTICLE X. That the limited partner may be given the right to substitute an assignee as contributor in his place,
provided that he has duly notified his partners in writing, stating the reasons therefor, five (5) days before affectivity
of said substitution. Provided further that such limited partner has already settled his obligations to the partnership
prior to the notification of substitution.

ARTICLE XI. That a partner may admit an additional limited partner, provided that the other partners have been
duly notified in writing five (5) days before effectively of admission and duly concurred by all the partners in
writing.

ARTICLE XII. That the remaining general partner or partners shall have the right to continue the business in
cases of death, retirement, civil interdiction, insanity or insolvency of a general partner.

ARTICLE XIII. That the firm shall be under the management of Noli Mataag and Perlas Longtoy, as General
Managers and as such she shall be in charge of the management of the affairs of the partnership.

ARTICLE XIV. 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.

IN WITNESS WHERE OF, we have hereunto set our hands this 28th day of July 2015 at Bontoc,
Mountain Province, Philippines.

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 SEC REGISTRATION OF PARTNERSHIP

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3) ARTICLES OF ARTICLES OF SEC REGISTRATION
PARTNERSHIP LIMITED OF PARTNERSHIP
PARTNERSHIP
Definition Articles of partnership A limited partnership is A legal document for
is a voluntary contract usually a type of partnership that is
between/among two or investment used to secure a
more persons to place partnership, often certificate of
their capital, labor, and used as investment registration with the
skills into business, vehicles for investing SEC to own a license
with the understanding in such assets as real to operate their
that there will be a estate. LPs differ from business.
sharing of the profits other partnerships in
and losses that partners can have
between/among limited liability,
partners. meaning they are not
liable for business
debts that exceed their
initial investment.
Functions; when is Form a legal document Standard form The registration of
the that creates a binding execution clauses (or partnerships and
contract/document agreement amongst attestation clauses) for corporations is one of
executed, and what business partners to the execution by a the principal functions
for? combine their capital limited partnership of the Securities and
and labor while sharing formed under the Exchange Commission
their collective profits, Limited Partnerships (SEC). The
losses, and liabilities. Act 1907 of a contract Commission is the
Executed at the or deed governed by lead government
meeting of the minds of the laws of England agency that regulates
the partners and at the and Wales. and supervises the
time of giving consent operation of all
to the partnership corporations,
partnerships or
associations who are
the grantees of primary
franchises and/or a
license or permit
issued in the
Philippines.

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Parties and - Partners are the Limited partners The partners are
Obligations; who parties in an Article of cannot incur obliged to complete
are the parties in Partnership obligations on behalf the application
each particular - Partners a and b are of the partnership, requirements for Sec
contract? What are personally liable for the participate in daily to legitimize its juridical
the obligations of business obligations of operations, or manage entity and also to
the parties the partnership. This the operation. enable it to legally
means that if the Because limited engage in business,
partnership can't afford partners do not issue receipts, trade
to pay creditors or the manage the business, financial assets, and
business fails, the they are not personally be entitled to certain
partners are liable for the rights under the
individually responsible partnership's debts. country's corporate
to pay for the debts and investment laws.
and creditors can go
after personal assets
such as bank
accounts, cars, and
even homes.
Description of In an Article of A limited partnership
Contract; what did Partnership, parties exists when two or
the parties agree agree to pool their more partners go into
on? money, labor, and/or business together, but
skill to carry on a one or more of the
business for profit with partners are only liable
the intention to divide up to the amount of
the profit for their investment. The
themselves. general partner of the
LP has unlimited
liability.
Elements of the Elements of the Article A Limited Liability The following is
Contract; where in of Partnership include: Partnership (‘LLP’) is elements requirements
the contract can we an alternative that must be submitted
see the essential 1. The names of the corporate business with the SEC:
elements/requisites parties in the vehicle that combines
of a contract? partnership. the flexible structure of - Name Verification
2. The partnership's a partnership with the Slip with the
principal place of benefits for its partners reservation of the
business. (or “members”) of partnership name.
limited liability.
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BANDULA, Charena F.
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 3. The purpose of the 1. They are a separate - Articles of
partnership's business. legal entity from their Partnership.
4. The terms of the members. - Registration Data
partnership. 2. They have the Sheet.
5. When the benefit of limited - Affidavit of a partner
partnership will begin liability for their undertaking to change
and, if not infinite, members. partnership name.
when and how it will 3. They are taxed as a - Certificate of Bank
end. partnership. Deposit.
6. Each partner's 4. They have the
capital contribution. organizational
7. Each partner's flexibility of a
percentage of interest partnership.
in the partnership. 5. Any agreement
8. How the (“LLP agreement”)
partnership's profits will between the members
be distributed (equally governing the
is the default, but there operation of the LLP is
may be special a private document
conditions). which is confidential to
the members.
9. How the partnership
will be managed.
10. How salaries (if
any) will be distributed.
11. How and under
what conditions
partnership rights can
be transferred or sold.

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BANDULA, Charena F.
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4) When you hear the term partnership, it usually refers to a general partnership, which
means that all partners are participate in the day-to-day operation of the business to
some extent. Limited partnerships are very different from general partnerships, and are
usually set up by companies that invest money in other businesses or real estate.

While limited partnerships have at least one general partner who controls the company's
day-to-day operations and is personally liable for business debts, they also have
passive partners called limited partners. Limited partners contribute capital to the
business (investment money) but have minimal control over daily business decisions or
operations.

In return for giving up management power, a limited partner's personal liability is capped
at the amount of his or her investment. In other words, the limited partner's investment
can go toward paying off any partnership debts, but the investor's personal assets
cannot be touched, this is called "limited liability." However, a limited partner who starts
tinkering with the management of the business can quickly lose limited liability status.

Doing business as a limited partnership can be at least as costly and complicated as

doing business as a corporation. For instance, complex securities laws often apply to
the sale of limited partnership interests. Consult a lawyer with experience in setting up
limited partnerships if you're interested in creating this type of business.

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RFBT 2 Worksheet No. 3: PRESENT Forms of Partnership

BANDULA, Charena F.
2BSAIS-1