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Free Partnership Agreement Template — Philippines

A Partnership Agreement drafted in line with the Civil Code of the Philippines (Articles 1767 to 1867) for Filipino entrepreneurs forming a general or limited partnership. Capture capital contributions, profit and loss sharing, management roles, banking arrangements, BIR filings, dissolution mechanics, and a robust dispute resolution clause. Generate a professional PDF in minutes — fully ready for SEC registration and notarization before a Notary Public commissioned by the Executive Judge of the Regional Trial Court.

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PARTNERSHIP AGREEMENT
PARTNER A
Maria Cristina Reyes
12F Net Park Building, 5th Avenue, Bonifacio Global City, Taguig 1634 · TIN 009-876-543-000
By: Maria Cristina Reyes, Partner
PARTNER B
Juan Carlos dela Cruz
8F The Trade and Financial Tower, 7th Avenue cor. 32nd Street, BGC, Taguig 1634 · TIN 008-765-432-000
By: Juan Carlos dela Cruz, Partner
Effective: April 25, 2026
Reyes and dela Cruz Consulting · PHP 500000 + 500000 Capital
This Partnership Agreement (the "Agreement") is entered into as of April 25, 2026 in Makati City, Republic of the Philippines, by and between Maria Cristina Reyes ("Partner A") and Juan Carlos dela Cruz ("Partner B") (collectively the "Partners"). The Partners agree to form a general partnership under the laws of the Republic of the Philippines on the following terms:
1.
PARTNERSHIP NAME AND REGISTRATION
The Partners hereby establish a general partnership under Civil Code Articles 1767 to 1842 of the Civil Code of the Philippines (Republic Act No. 386), under the name Reyes and dela Cruz Consulting (the "Partnership"). Pursuant to Civil Code Art. 1772 and the Revised Corporation Code (RA 11232), the Partnership shall be registered with the Securities and Exchange Commission (SEC) where the capital contributed exceeds Three Thousand Pesos (PHP 3,000) or where any contribution consists of immovable property or real rights (Art. 1771). The Partnership's SEC Registration Number is CS202312345. The Partnership's BIR Tax Identification Number is 009-123-456-000. The principal place of business of the Partnership shall be 10F Ayala Triangle Gardens Tower, Makati City 1226. The Partners shall promptly notify the SEC and the BIR of any change in the Partnership's name, address, or composition of partners.
2.
BUSINESS PURPOSE
The business of the Partnership shall be: Business and management consulting services, including strategic advisory, financial planning, and organisational development for small and medium enterprises in the Philippines. (the "Business"), and any other business activity as the Partners may unanimously agree in writing from time to time. Each Partner shall devote such time, attention, and skill to the Business as is reasonably necessary and shall act in good faith and with the diligence of a good father of a family (diligencia de buen padre de familia) under Civil Code Articles 1163 and 1789. Neither Partner shall engage in any business that directly competes with the Partnership without the prior written consent of the other Partner, consistent with the duty of loyalty under Civil Code Art. 1789.
3.
COMMENCEMENT AND DURATION
The Partnership shall commence on April 25, 2026 and shall continue until dissolved in accordance with clause 14 of this Agreement or as otherwise provided by law. The Partnership is formed for an indefinite term unless the Partners agree a fixed term in writing. Nothing in this Agreement excludes the operation of Civil Code Articles 1767 to 1867 except to the extent lawfully varied by this Agreement.
4.
CAPITAL CONTRIBUTIONS
Each Partner shall contribute the following initial capital to the Partnership: Partner A shall contribute 500,000.00 PHP; Partner B shall contribute 500,000.00 PHP. Capital contributions shall be paid within fourteen (14) days of the Effective Date. No Partner shall be entitled to withdraw capital without the unanimous written consent of all Partners. No interest shall be payable on capital contributions unless the Partners agree otherwise in writing, consistent with Civil Code Art. 1786. Additional capital contributions may be required by unanimous agreement; if a Partner fails to make an agreed additional contribution, the other Partner may (but is not obliged to) contribute the shortfall, in which case the profit-sharing ratios shall be adjusted pro rata to reflect the updated capital accounts.
5.
PROFIT AND LOSS SHARING
The net profits and net losses of the Partnership shall be allocated and distributed between the Partners in the following proportions: Partner A: 50% and Partner B: 50%, in accordance with Civil Code Articles 1797 and 1798. Distributions shall be made at such times and in such amounts as the Partners unanimously agree, provided that sufficient reserves are maintained for the Partnership's working capital requirements and tax obligations. No Partner shall be entitled to draw against anticipated profits. All distributions shall be made from the Partnership's operating account by unanimous authorisation. The Partners acknowledge that, under the National Internal Revenue Code (RA 8424) as amended by the TRAIN Law (RA 10963), the Partnership is taxed as a corporation under Section 26. Each Partner is individually liable for income tax on their distributive share, to be reported in their annual income tax return.
6.
MANAGEMENT AND DUTIES
The Partners shall manage the Business jointly and on an equal basis, consistent with Civil Code Art. 1803. Each Partner may exercise management authority in the ordinary course of the Business. Major decisions, including those listed in clause 7, require the consent threshold set out in that clause. Each Partner shall: (a) act in good faith and in the best interests of the Partnership (Civil Code Art. 1789); (b) disclose to the other Partner any conflict of interest; (c) not enter into any material contract or obligation on behalf of the Partnership without authority; and (d) comply with all applicable laws, including the Data Privacy Act of 2012 (RA 10173) in respect of any personal data processed in connection with the Business.
7.
VOTING AND MAJOR DECISIONS
The following matters require the approval of unanimous consent of all Partners: (a) admission of a new partner (Civil Code Art. 1804); (b) amendment of this Agreement; (c) acquisition or disposal of any real property or major asset of the Partnership; (d) incurring any debt or financial obligation exceeding the agreed threshold; (e) entering into any agreement outside the ordinary course of the Business; (f) dissolution of the Partnership; (g) commencement or settlement of litigation; (h) changes to the profit-sharing ratios; and (i) any other matter designated as a major decision by mutual agreement. Voting may be exercised by written ballot, email, or at a Partners' meeting. Decisions shall be recorded in writing and filed with the Partnership's records.
8.
BANKING AND TREASURY
All Partnership funds shall be held in a dedicated Partnership bank account in the name of the Partnership. Banking arrangements shall be as follows: BPI joint account, both partners required as signatories for transactions above PHP 100,000. Partnership funds shall not be commingled with the personal funds of any Partner. Withdrawals and payments above the agreed threshold shall require the joint authorisation of both Partners. The Partnership shall maintain adequate financial records consistent with Civil Code Art. 1809 (right of every partner to a formal account) and shall make them available to each Partner upon request.
9.
ACCOUNTS AND BIR FILINGS
The Partnership shall maintain proper books of account in accordance with generally accepted accounting principles in the Philippines and applicable BIR requirements. The financial year of the Partnership shall end on December 31 each year. Within sixty (60) days of each financial year end, the Partnership shall prepare audited financial statements (where required under SEC rules) and a statement of partners' capital accounts. Each Partner shall have the right under Civil Code Art. 1809 to inspect and copy the accounts at any time on reasonable notice. The Partnership shall file BIR Form 1702 (Annual Income Tax Return) and BIR Form 1701Q (Quarterly Income Tax Return) where applicable, together with audited financial statements and other documents required by the National Internal Revenue Code (RA 8424) as amended by the TRAIN Law (RA 10963). The Partnership shall also file the required SEC General Information Sheet (GIS) and audited financial statements annually.
10.
ADMISSION OF NEW PARTNERS
No new partner may be admitted to the Partnership without the unanimous written consent of all existing Partners, consistent with Civil Code Art. 1804. Any new partner shall execute a deed of adherence to this Agreement and shall make such capital contribution as the existing Partners unanimously determine. Upon admission of a new partner, the Partners shall amend this Agreement and notify the SEC and BIR of the change in partnership composition within the timeframe required by law.
11.
ASSIGNMENT OF PARTNERSHIP INTEREST
No Partner may assign, transfer, encumber, or otherwise dispose of all or any part of their interest in the Partnership without the prior written consent of all other Partners. Any purported assignment without such consent shall be null and void. A conveyance by a Partner of his whole interest does not of itself dissolve the Partnership or entitle the assignee to interfere in the management of the Partnership business — the assignee is entitled only to receive the assignor's share of the profits, in accordance with Civil Code Art. 1813. A Partner wishing to transfer their interest must first offer it to the remaining Partners by written notice, setting out the proposed terms; the remaining Partners shall have thirty (30) days to elect to purchase the interest at the offered price and on the offered terms.
12.
BUY-OUT AND PRE-EMPTION RIGHTS
Where a Partner (the "Exiting Partner") serves a withdrawal notice or is required to exit under this Agreement, the remaining Partners (the "Continuing Partners") shall have a right of first refusal to purchase the Exiting Partner's interest in the Partnership (the "Exit Interest") on the following terms: (a) Valuation: The value of the Exit Interest shall be the higher of (i) the Exiting Partner's capital account balance plus their share of undistributed profits, or (ii) a value determined by an independent Certified Public Accountant agreed by the Partners (or appointed by the President of the Philippine Institute of CPAs if the parties cannot agree) within thirty (30) days; (b) Option Period: The Continuing Partners shall have thirty (30) days from the date the Exit Interest valuation is agreed or determined to elect in writing to purchase the Exit Interest; (c) Payment: The purchase price shall be paid within sixty (60) days of the election, unless otherwise agreed; (d) Effect: If the Continuing Partners do not exercise the buy-out option within the Option Period, the Partnership shall be dissolved under Civil Code Art. 1828. The buy-out mechanism does not limit or restrict any remedy available to the Continuing Partners in respect of any breach of this Agreement by the Exiting Partner.
13.
DISSOLUTION AND WINDING UP
The Partnership shall be dissolved upon: (a) the unanimous written agreement of all Partners; (b) the death, civil interdiction, insolvency, or insanity of a Partner under Civil Code Art. 1830(5)–(7) (unless the remaining Partners elect within thirty (30) days to continue the Partnership); or (c) a court decree under Civil Code Art. 1831. Upon dissolution, the Partners shall appoint a liquidator under Civil Code Articles 1836 to 1842 to wind up the affairs of the Partnership. The assets of the Partnership shall be applied in the order set out in Civil Code Art. 1839: (i) discharge of all Partnership liabilities owing to creditors other than partners; (ii) liabilities owing to partners other than for capital and profits; (iii) repayment of capital contributions; (iv) distribution of the surplus to the Partners in proportion to their profit-sharing ratios. Dissolution shall be notified to the SEC and the BIR within the time required by law.
14.
DISPUTE RESOLUTION
The Partners shall use their best efforts to resolve any dispute by direct negotiation. If a dispute is not resolved within fourteen (14) days, either Partner may refer the dispute to mediation at the Philippine Mediation Center (PMC) or under the Alternative Dispute Resolution Act of 2004 (RA 9285). If mediation fails or is not concluded within sixty (60) days of the referral, either Partner may commence proceedings in the Regional Trial Court of Makati City, which the Partners irrevocably designate as the exclusive venue under Rule 4, Section 4 of the 1997 Rules of Civil Procedure.
15.
GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of the Republic of the Philippines, including the Civil Code (RA 386), the Revised Corporation Code (RA 11232), the National Internal Revenue Code (RA 8424) as amended by the TRAIN Law (RA 10963), and the Data Privacy Act of 2012 (RA 10173). Nothing in this Agreement shall limit any right or obligation under Civil Code Articles 1767 to 1867 that cannot lawfully be excluded by agreement.
16.
ELECTRONIC EXECUTION
This Agreement may be executed electronically. Electronic signatures are valid and enforceable under the Electronic Commerce Act of 2000 (Republic Act No. 8792), particularly Sections 7 and 8, and have the same legal effect as handwritten signatures.
17.
GENERAL PROVISIONS
Entire Agreement: This Agreement (together with any duly executed amendments) constitutes the entire agreement between the Partners with respect to the Partnership and supersedes all prior discussions, negotiations, and understandings. Amendment: No amendment is valid unless in writing and signed by all Partners (Civil Code Art. 1356). Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in full force. Waiver: Failure to enforce any provision shall not constitute a waiver. Counterparts: This Agreement may be executed in counterparts, each constituting an original, and all forming one instrument. Notices: Notices must be in writing and served by email (with delivery confirmation) or registered post to the addresses stated above. No Third-Party Beneficiaries: This Agreement does not confer any rights on any person who is not a party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
PARTNER A
Maria Cristina Reyes
Partner
Maria Cristina Reyes
Date: ____________________
PARTNER B
Juan Carlos dela Cruz
Partner
Juan Carlos dela Cruz
Date: ____________________

What is a Partnership Agreement?

A Partnership Agreement is the foundational contract governing the relationship among two or more persons who, by mutual contribution of money, property, or industry to a common fund, agree to divide the profits among themselves. In the Philippines, partnerships are regulated by the Civil Code (Republic Act 386), specifically Articles 1767 to 1867. Article 1767 defines partnership; Article 1768 grants it juridical personality separate from that of the partners; Article 1771 requires that capital of ₱3,000 or more be contributed in a public instrument; and Article 1772 mandates registration with the Securities and Exchange Commission (SEC) for partnerships with capital of ₱3,000 or more — a registration that is also required to obtain a Tax Identification Number (TIN) and to register the partnership with the Bureau of Internal Revenue (BIR).

Two principal forms exist under Philippine law. A general partnership consists of partners who all participate in management and bear unlimited joint and several liability for partnership obligations under Articles 1816 to 1822 of the Civil Code. A limited partnership, governed by Articles 1843 to 1867, consists of one or more general partners with unlimited liability and one or more limited partners whose liability is capped at their contribution — a structure useful for passive investors. Limited partnerships in the Philippines must include "Limited" or "Ltd." in the firm name (Article 1844) and file a sworn certificate with the SEC. The choice between the two forms drives liability exposure, governance, and tax treatment.

Partnerships in the Philippines are taxed as separate juridical persons under Section 26 of the National Internal Revenue Code (NIRC) and pay corporate income tax on partnership profits, except for general professional partnerships (GPPs) — partnerships formed exclusively for the practice of a profession by registered professionals such as lawyers, certified public accountants, or doctors — which are exempt at the partnership level under Section 26(b) and pass all income through to partners. The partnership must also register with the BIR for VAT (12% under Section 105 NIRC if gross receipts exceed ₱3 million annually), withhold EWT on payments to suppliers under Revenue Regulations 2-98, and file quarterly and annual returns. A well-drafted Partnership Agreement reflects the chosen form, allocates capital and profits clearly, and addresses the full Philippine tax and regulatory framework — saving the partners from costly disputes and BIR audit issues during the life of the venture.

What this template covers

The Doxuno Partnership Agreement template includes every clause required for a valid Philippine partnership, plus optional Expert sections for limited partnership structures, post-dissolution non-compete, and PDRCi arbitration.

Partnership name and registered office

Compliant with Article 1815 of the Civil Code and SEC naming rules

Business purpose and scope

Defined activities and limitations on partnership power

Commencement date and duration

Fixed-term, indefinite, or particular partnership under Art. 1785

Capital contributions of each partner

Cash, property, or industry contributions in PHP under Art. 1786

Profit and loss sharing

Agreed ratios per Art. 1797; defaults to capital ratio if silent

Management and duties

Managing partners, ordinary acts, and powers reserved to all partners

Voting and major decisions

Unanimity or majority for changes per Articles 1800-1803

Banking and treasury

Account signatories, expense limits, and audit rights

Accounts and BIR filings

Books of account, audited financials, BIR returns under NIRC

Admission, transfer, and pre-emption

New partners under Art. 1804; partner-interest transfer rules

Dissolution and winding up

Causes per Articles 1828-1842 and orderly liquidation procedure

Dispute resolution — PDRCi arbitration

Optional institutional arbitration under RA 9285

How to create your Partnership Agreement

No prior legal training required. The Doxuno generator walks you through every section with Philippine-specific guidance for SEC registration and BIR compliance.

  1. 1

    Identify the partners and the partnership structure

    Provide the full legal name, civil status, citizenship, TIN, and current Philippine address of each partner. Choose the partnership form: general partnership (all partners jointly and severally liable under Articles 1816-1822) or limited partnership (general + limited partners under Articles 1843-1867). Indicate whether the partnership will be a general professional partnership (GPP) of registered professionals — lawyers, CPAs, doctors, architects — which receives passthrough tax treatment under Section 26(b) of the NIRC. The choice drives SEC filings, liability exposure, and BIR taxation across the Philippines.

  2. 2

    Set the partnership name, office, and purpose

    Choose a partnership name that complies with SEC rules and Article 1815 of the Civil Code: it may include the surname of one or more partners, optionally followed by "& Co.", "Partners", "Sons", and similar designations. Limited partnerships must include "Limited" or "Ltd." (Article 1844). The registered office must be a real address within the Philippines; Metro Manila options include Makati, Taguig (BGC), Pasig (Ortigas), Quezon City, and Manila. Define the business purpose specifically — overly broad purposes attract SEC scrutiny and may complicate BIR registration of activities.

  3. 3

    Allocate capital, profits, and losses

    Indicate each partner's contribution: cash in PHP, property (with valuation), or industry/services (with imputed value under Article 1789). Capital of ₱3,000 or more must be contributed in a public instrument (Article 1771) and registered with the SEC (Article 1772). Set the profit-sharing ratio explicitly — if silent, Article 1797 of the Civil Code defaults to the capital contribution ratio. Industrial partners (those contributing only industry) receive a just and equitable share if not stipulated, but bear no losses unless agreed (Article 1797). State whether losses are shared in the same ratio as profits or differently, as Philippine partnership disputes often turn on this point.

  4. 4

    Define management, voting, and treasury rules

    Choose between equal management (all partners are agents and may bind the partnership under Article 1818), designated managing partners with specified powers, or a board structure with reserved matters. State which decisions require unanimity (typical: amendment of the Agreement, admission of new partners, sale of substantial assets, dissolution) and which require simple or qualified majority. Set out banking arrangements: which partners are signatories on bank accounts, expense thresholds requiring co-signature, and audit rights. The Philippine Anti-Money Laundering Act (RA 9160 as amended) requires partnerships to comply with KYC and AML rules at their depositary banks.

  5. 5

    Set dissolution mechanics, dispute resolution, and download

    Specify the events of dissolution under Articles 1828 to 1830 of the Civil Code (expiration of term, mutual agreement, expulsion, death, insolvency, court decree), the appointment of a liquidating partner, and the order of distribution under Article 1839. Optionally include a 12-month post-dissolution non-compete enforceable under Tiu v. Platinum Plans (G.R. No. 163512). Choose Regional Trial Court venue (commonly Makati, Taguig, Quezon City, Manila, or Cebu City) or PDRCi arbitration under RA 9285. Doxuno produces a clean PDF — sign in the presence of a Notary Public commissioned by the Executive Judge of the RTC, then file with the SEC for registration and obtain a partnership TIN from the BIR.

Legal considerations in the Philippines

Philippine partnerships involve interconnected SEC, BIR, and Civil Code regimes. The four areas below decide most disputes.

This template is provided for informational purposes only and does not constitute legal advice. For high-value or complex partnerships — especially limited partnerships, joint ventures with foreign partners under the Foreign Investments Act (RA 7042), or general professional partnerships — please consult a licensed Philippine lawyer admitted to the Integrated Bar of the Philippines (IBP) and a BIR-accredited tax practitioner.

Reviewed by legal professionals. The clauses have been reviewed against the Civil Code of the Philippines (Articles 1767-1867), the NIRC, SEC Memorandum Circulars on partnership registration, and the Data Privacy Act 2012, ensuring legal soundness for ordinary Philippine partnerships.

SEC registration and BIR compliance

Under Article 1772 of the Civil Code of the Philippines, partnerships with capital of ₱3,000 or more must register with the Securities and Exchange Commission (SEC) by filing the Articles of Partnership and a Cover Sheet through the SEC eSPARC system. Limited partnerships must additionally file a sworn certificate identifying general and limited partners (Article 1844). Within thirty days after SEC registration, the partnership must register with the BIR by filing BIR Form 1903, secure a Certificate of Registration (BIR Form 2303), register books of account, and obtain Authority to Print invoices and official receipts. Local government registration with the City or Municipal Treasurer for a Mayor's Permit and Barangay Clearance follows under the Local Government Code (RA 7160). Failure to register at any stage exposes the partners to administrative penalties at the SEC, BIR deficiency assessments, and an inability to enforce contracts in their partnership name across the Philippines.

Liability of partners under Articles 1816-1822

In a general partnership formed under Philippine law, partners are jointly liable for partnership debts arising from contracts (Article 1816) and solidarily (joint and several) liable for torts and breaches of trust (Article 1822). Each partner is an agent of the partnership for the conduct of its ordinary business (Article 1818), which means any partner can bind the partnership in transactions within the scope of the business. This unlimited liability is the most significant risk for Filipino entrepreneurs choosing the partnership form over the One Person Corporation (OPC) or close corporation under the Revised Corporation Code (RA 11232). Limited partners under Articles 1843-1867 are protected from unlimited liability provided they do not take part in management — if a limited partner participates in control of the business, they lose limited liability protection under Article 1848 and are treated as a general partner. The Partnership Agreement should clearly demarcate the boundary between general and limited partner roles when a limited partnership is chosen.

Partnership taxation under the NIRC

Under Section 26 of the National Internal Revenue Code, ordinary partnerships in the Philippines are taxed as separate juridical persons and pay corporate income tax on partnership profits — currently 25% under the CREATE Act (RA 11534) for taxable income above ₱5 million and 20% for those at or below. Distributions to partners are generally treated as final tax already imposed, avoiding double taxation. The exception is the General Professional Partnership (GPP) under Section 26(b) — formed exclusively for the practice of a profession (law, accounting, medicine, architecture, engineering) — which is exempt at the partnership level; income passes through to the partners who report it on their individual returns. The partnership must register for VAT under Section 105 NIRC if annual gross receipts exceed ₱3 million (12% rate), or pay 3% percentage tax under Section 116 if below. Quarterly and annual income tax returns (BIR Form 1702-RT or 1702-MX), VAT returns (BIR Forms 2550M/Q), and EWT returns (BIR Form 1601-EQ) are mandatory across the Philippines.

Dissolution, winding up, and dispute resolution

A Philippine partnership dissolves upon the events listed in Articles 1828 to 1830 of the Civil Code: expiration of the term, mutual agreement, will of any partner in a partnership at will, expulsion of a partner, withdrawal, death or insolvency of a partner, civil interdiction, decree of court, or termination of the specific undertaking. Dissolution does not immediately terminate the partnership; instead, it enters winding up under Articles 1829-1842. Partnership assets are distributed in this priority under Article 1839: (1) creditors other than partners; (2) partners other than for capital and profits; (3) partners for capital; (4) partners for profits. The Partnership Agreement should designate a liquidating partner, set timelines, and address open contracts. Disputes among partners typically proceed before the Regional Trial Court of the venue chosen, but the Doxuno template includes an optional arbitration clause under the Alternative Dispute Resolution Act 2004 (RA 9285) referring disputes to the Philippine Dispute Resolution Center, Inc. (PDRCi) in Makati — recommended for confidentiality and speed in commercial partnerships across the Philippines.

Frequently Asked Questions

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