Limited Partnership Agreement
This Limited Partnership Agreement is made and entered into on 13 th day of April, by
and between Dharlin Jean D. Chavez, and Rhea S. Romero.
Recitals:
The parties wish to form a limited partnership pursuant to the Philippines Uniform
Limited Partnership Act of 2008. The General Partner will manage the Partnership's
business and affairs, while the Limited Partner will contribute capital to the Partnership
in exchange for a limited partnership interest.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
Formation of Partnership
The parties hereby form the Partnership under the Act, with the name of XYZ company.
The Partnership's principal place of business will be in Poblacion, Valencia City. The
Partnership will engage in the business of owning and operating agrivet supply.
Capital Contributions
The Limited Partner will contribute P5,0000 in cash to the Partnership in exchange for a
limited partnership interest. The General Partner will not be required to contribute any
capital to the Partnership.
Allocation of Profits and Losses
The Partnership's profits and losses will be allocated among the partners in accordance
with their respective percentage interests in the Partnership. The General Partner will
be entitled to receive 10% of the Partnership's profits and losses, and the Limited
Partner will be entitled to receive 8% of the Partnership's profits and losses.
Management and Control
The General Partner will manage and control the Partnership's business and affairs.
The Limited Partner will not participate in the management or control of the Partnership,
except as provided in the Act. The General Partner will have the power to take all
actions necessary or desirable to carry out the Partnership's business, including, but not
limited to, entering contracts, borrowing money, and making investments.
Withdrawal of Limited Partner
The Limited Partner will not be permitted to withdraw from the Partnership without the
consent of the General Partner, except as provided in the Act.
Term and Dissolution
The Partnership will commence on the date of this Agreement and will continue until
dissolved in accordance with the Act. The Partnership may be dissolved upon the
occurrence of certain events, including, but not limited to, the death, bankruptcy, or
withdrawal of the General Partner.
Indemnification
The General Partner will indemnify and hold harmless the Limited Partner from any
liability incurred by the Limited Partner because of the Partnership's business, except to
the extent that such liability results from the Limited Partner's own negligence or
misconduct.
Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of the
Philippines. Any dispute arising out of or relating to this Agreement will be resolved in
the courts of the Philippines.
Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes
all prior negotiations, understandings, and agreements between them. This Agreement
may not be amended or modified except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Limited Partnership
Agreement as of the date first written above.
DHARLIN JEAN D. CHAVEZ PRESCILLA D. CHAVEZ
General Partner’s Signature Witness
RHEA S. ROMERO REY ALEXES A. PAMISA
Limited Partner’s Signature Witness