Within the context of Philippines law, a "partnership" is treated as an artificial being created by operation of law with a legal personality separate and distinct from the partners thereof. It proceeds from the concept that persons may be allowed to pool their resources and funds to engage in the pursuit of a common business objective without necessarily organizing themselves into a corporation, upon which the law imposes a much higher form of regulation, limitation and standards. Philippines partnerships operate under the concept of unlimited liability and unless otherwise agreed upon by the partners, each one of them acts as manager and agent of the partnership and consequently, their acts bind the partnership.
Unlike corporations whose governing law is a special law – under the Corporation Code of the Philippines, partnerships in the Philippines are governed by and covered under Articles 1767 to 1867 of the Civil Code of the Philippines. These are the provisions of law which govern all aspects of partnerships - from their creation, formation, existence, operation and management to their dissolution and liquidation, including the obligations of the partners to one another, to the public or third persons and to the government.
Basic Requirements
- Name Verification Slip
- Articles of Partnership
- Affidavit of a partner undertaking to change partnership name (not required if Articles of Partnership has provision on this commitment)
Additional Requirements
- Endorsement/Clearance from other Government Agencies, if applicable for partnership with foreign partners.
- Securities and Exchange Commission (SEC) Form No. F-105.
- Bank Certificate on the capital contribution of the partners.
- For Foreign Partners who want to register their investments with the Bangko Sentralng Pilipinas (BSP): Proof of remittance.
Note: If it is a limited partnership, the word “Limited” or “Ltd” should be added to the partnership name. Articles of Partnership of limited partnerships should be under oath only (Jurat) and not acknowledged before a notary public.
Last Updated on: 01-02-2010
