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.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
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
Find the exact document you need
Product Reseller Agreement
A legal agreement under Philippine law establishing terms and conditions between a supplier and reseller for product distribution and resale.
Download
Industrial Partner Contract
A Philippine law-governed agreement establishing partnership terms between industrial entities for manufacturing, technology, or service cooperation.
Download
Partnership Agreement For Hotel Business
A Philippine law-governed agreement establishing partnership terms and operational framework for hotel business ventures.
Download
Technology Partner Agreement
A Philippine law-governed agreement establishing terms and conditions for technology partnerships, including licensing, data protection, and service delivery requirements.
Download
Budget Partnership Agreement
A Philippine law-governed agreement establishing partnership between government agencies and civil society organizations for participatory budgeting and public expenditure monitoring.
Download
Non Binding Partnership Agreement
A preliminary framework document under Philippine law that outlines intended partnership arrangements without creating legally binding obligations.
Download
Limited Liability Limited Partnership Agreement
A Philippine law-governed agreement establishing a Limited Liability Limited Partnership, defining partner rights, management structure, and liability protection mechanisms.
Download
Domestic Partnership Letter
A formal document used in the Philippines to establish and document a domestic partnership arrangement, outlining terms of cohabitation and mutual responsibilities within Philippine civil law framework.
Download
Start Up Business Partnership Agreement
A Philippine law-governed agreement establishing the terms and conditions of a startup business partnership, including ownership, management, and operational framework.
Download
Contract For LLC Partnership
A Philippine law-governed agreement establishing an LLC partnership structure, defining partner relationships, management rights, and operational procedures.
Download
Joint Venture Proposal
A Philippine law-governed proposal document outlining the terms and structure of a proposed joint venture arrangement between multiple parties, ensuring compliance with local corporate and investment regulations.
Download
Software Distributor Agreement
A Philippine law-governed agreement establishing terms for software distribution rights between a licensor and distributor, including territorial rights and compliance requirements.
Download
Social Media Partnership Agreement
A Philippine law-governed agreement establishing terms and conditions for social media partnerships, including content management, rights, and obligations.
Download
Domestic Partnership Declaration
A formal declaration establishing a domestic partnership between two individuals under Philippine jurisdiction, primarily recognized through local government ordinances.
Download
Collaboration Partnership Agreement
A legally binding agreement under Philippine law that establishes and governs collaborative business partnerships between multiple parties, defining their rights, responsibilities, and operational framework.
Download
Venture Partner Agreement
A Philippine law-governed agreement establishing the relationship between a venture capital firm and a venture partner, including roles, compensation, and obligations.
Download
Term Sheet For Partnership Agreement
A preliminary document under Philippine law that outlines key terms and conditions for a proposed business partnership, serving as a foundation for the final partnership agreement.
Download
Temporary Partnership Agreement
A Philippine law-compliant agreement establishing a temporary partnership for a specific project or duration, defining partner rights, responsibilities, and dissolution terms.
Download
Technical Partnership Agreement
A legal framework for technical collaboration between parties under Philippine law, governing technology transfer, IP rights, and technical resource sharing.
Download
Startup Partnership Agreement
A Philippine law-governed agreement establishing partnership terms and conditions between startup founders, including ownership, management, and operational frameworks.
Download
Software Partnership Agreement
A Philippine law-governed agreement establishing terms and conditions for software partnership collaboration, including development, distribution, and implementation rights and obligations.
Download
Software Partner Agreement
A Philippine law-governed agreement establishing partnership terms between software providers and their business partners for software distribution and implementation.
Download
Sponsorship Partnership Agreement
A Philippine law-governed agreement establishing terms and conditions for sponsorship partnerships, including rights, obligations, and commercial terms.
Download
Shareholders Agreement Joint Venture
A Philippine law-governed agreement establishing terms between joint venture shareholders, outlining rights, obligations, and governance structures while ensuring compliance with local corporate regulations.
Download
Service Partner Agreement
A Philippine law-governed agreement establishing terms and conditions between a service provider and client company for the provision of specified services.
Download
Simple Partnership Dissolution Agreement
A Philippine law-governed agreement that formally dissolves a partnership and outlines the terms for winding up partnership affairs.
Download
Simple Limited Partnership Agreement
A Philippine law-governed agreement establishing a limited partnership with defined roles for general and limited partners, including management rights and liability limitations.
Download
Revenue Share Partnership Agreement
A Philippine law-governed agreement establishing terms for revenue sharing partnerships, including distribution mechanisms and party obligations.
Download
Restaurant Profit Sharing Agreement
A Philippine law-governed agreement establishing profit sharing arrangements and operational terms between parties in a restaurant business.
Download
Sales Cooperation Agreement
A Philippine law-governed agreement establishing terms for sales collaboration between parties, including territorial rights, commissions, and operational procedures.
Download
Salaried Partner Agreement
A Philippine-law governed agreement establishing the terms and conditions for a salaried partner position, combining employment and partnership elements.
Download
Real Estate Limited Partnership Agreement
A Philippine law-governed agreement establishing a limited partnership structure for real estate investments, defining partner roles, responsibilities, and profit-sharing arrangements.
Download
Real Estate Joint Venture Agreement
Philippine-law governed agreement establishing a joint venture between parties for real estate development, defining contributions, profit-sharing, and operational terms.
Download
Profit Sharing Ratio Partnership Agreement
A Philippine law-governed agreement establishing partnership terms and profit-sharing ratios between multiple parties, detailing financial distributions and operational responsibilities.
Download
Profit Sharing Agreement In Business Partnership
A Philippine law-governed agreement establishing profit sharing terms and conditions between business partners, including profit distribution, management rights, and partner obligations.
Download
Profit And Loss Partnership Agreement
A Philippine law-governed agreement establishing partnership terms, profit-loss sharing arrangements, and operational guidelines between partners.
Download
Product Partnership Agreement
A Philippine law-governed agreement establishing terms for product-related partnerships between parties, covering development, manufacture, distribution, or commercialization arrangements.
Download
Preliminary Partnership Agreement
A Philippine law-governed agreement establishing preliminary terms for exploring and negotiating a potential business partnership.
Download
Preferred Partner Agreement
A Philippine law-governed agreement establishing a preferential business relationship between parties, defining exclusive rights, obligations, and commercial terms for strategic partnership.
Download
Pre Partnership Agreement
A Philippine law-governed agreement establishing terms for exploring and negotiating a potential business partnership.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)