Partnership agreement in the Philippines: Template, Key Clauses and Local Law (2026)

What a partnership is in the Philippines In the Philippines a partnership is defined by the Civil Code. Under Article 1767, two or more persons bind themselves to contribute money, property or industry to a common fund, with the intention of dividing the profits among themselves. A partner can contribute capital, or only skill and labour, which is called an industrial partner. A key feature of Philippine law is that a partnership has a juridical personality separate from the partners from the moment the contract is made, even before it is registered. That separate personality is why the formalities matter. The Civil Code sets out when a partnership must be in a public instrument and recorded with the Securities and Exchange Commission (SEC), and when a simpler form will do. A written partnership agreement, often called articles of partnership, is how the partners fix their capital, their profit split and their management, rather than leaving it to the Code's defaults. This page is general information, not legal advice. SEC requirements and tax registration change over time, so confirm the current steps with the SEC and a Philippine lawyer before you file. ## What Philippine law requires - Formation (Article 1767). A partnership is formed by the contract among the partners. It gains a separate juridical personality from that contract.

• Form and immovable property (Article 1771). A partnership may be in any form, except where immovable property or real rights are contributed, in which case a public instrument is required, with an inventory of the property signed by the parties and attached.
• The P3,000 threshold (Article 1772). Where the capital is 3,000 pesos or more, in money or property, the contract must appear in a public instrument and be recorded with the SEC. Failure to comply does not affect the partnership's or the partners' liability to third persons, but it is still the expected formality.
• Below the threshold. A partnership with capital under 3,000 pesos may still register voluntarily but is not required to by the Civil Code.
• Liability. In a general partnership, partners are liable with their separate property for partnership debts after partnership assets are exhausted. A limited partnership can cap a limited partner's liability, but needs the word Limited or Ltd in its name and its own formalities. ## The clauses that differ in the Philippines - Public instrument and SEC recording. Where capital is 3,000 pesos or more, or immovable property is contributed, use a public instrument and record it with the SEC.
• Industrial partners. State clearly if a partner contributes only industry, and how that partner shares profits and losses, because the Code has special rules for industrial partners.
• Management. Say who manages and what needs the consent of all partners, since the Code gives default management rights to every partner.
• General or limited. Decide between a general partnership and a limited partnership, which changes liability and the name. ## A Philippines partnership agreement template you can adapt ``` ARTICLES OF PARTNERSHIP Know all persons by these presents: This partnership is entered into on [date] at [city], Philippines, by:

1. [Full name, citizenship, civil status, address]
2. [Full name, citizenship, civil status, address] 1. NAME AND PURPOSE The partnership name is [name] [+ "Limited" or "Ltd" if a limited partnership]. Its purpose is to engage in [business activity]. 2. PRINCIPAL OFFICE The principal office is at [address], Philippines. 3. TERM The partnership begins on [date] and continues [for [number] years / until dissolved under these articles]. 4. CAPITAL AND CONTRIBUTIONS The capital is PHP[amount]. Contributions: [Partner] PHP[amount / property described], [Partner] PHP[amount] / [industrial partner contributes industry/skill only]. [If immovable property is contributed, attach a signed inventory.] 5. PROFITS AND LOSSES Profits and losses are shared [in proportion to contributions] / [as follows: [shares]]. An industrial partner shares in profits as [share] and is [not liable for losses beyond their industry, unless agreed]. 6. MANAGEMENT The partnership is managed by [named partner(s)]. Acts needing the consent of all partners: [disposing of partnership property, admitting a partner, large loans, changing the business]. 7. BOOKS AND BANKING The partnership keeps books at the principal office, open to every partner, and a bank account in the partnership name. 8. ADMISSION, RETIREMENT AND DEATH A new partner is admitted only with the consent of all partners. On the retirement, death or incapacity of a partner, the partnership [dissolves and is wound up / continues with the remaining partners buying out the outgoing share, valued by [method]]. 9. DISSOLUTION On dissolution, assets pay outside creditors first, then partner advances, then capital, then any surplus is divided per clause 5. 10. GOVERNING LAW Governed by the laws of the Republic of the Philippines. IN WITNESS WHEREOF the partners sign this [date]. [Partner] ____________ [Partner] ____________ [Acknowledged before a notary public and to be recorded with the SEC where required.]

- Contributing immovable property without a public instrument and a signed inventory.
- No clear rule on profit sharing for an industrial partner.
- Forgetting that the partnership has separate legal personality from the moment of the contract, which affects contracts and liability.
- Choosing a general partnership when the partners needed a limited partner's protection. ## Keeping a partnership agreement alive A partnership agreement is not a one time document. Partners join and leave, capital changes, the SEC record has to match the articles, and a management rule only matters when a large decision or a dispute arrives. The work that outlasts the signing is keeping the current articles, the SEC filing and the partners' agreed powers in step, and knowing which clause governs when the partners disagree. That is the same problem any business has with its contracts, and a partnership makes it personal. Drafting from a clear template, spotting a clause that leaves a partner over exposed, editing a term in plain language and holding every version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single workspace idea, deepest today on Indian corporate law, with Philippines coverage on its roadmap rather than fully built, so treat its Philippine depth as developing. For this partnership, the template and the local law points above stand on their own; the idea worth borrowing is that a contract and the filings around it are easier to trust when they live in one place.