General Partnership Agreement
Santos & Reyes Creative Partners · General partnership · public instrument and SEC/BIR registration route · Template v0.2.0
PARTIES AND FORMATION
This Partnership Agreement is made on August 30, 2026 by Maria Elena Santos and Ana Lucia Reyes (collectively, the “Partners”). They agree to associate as Santos & Reyes Creative Partners (the “Partnership”), a general partnership under Philippine law, with principal office at Unit 402, 18 Acacia Avenue, Barangay Kapitolyo, Pasig City 1603.
The Partnership is formed from October 1, 2026 through September 30, 2031, unless earlier dissolved under this Agreement or law. Its fiscal year ends 31 December. The lawful particular purpose is: Operate a Philippine digital design and brand consultancy serving local small businesses through project-based strategy, design, and implementation services in Metro Manila and online.
Current route identified by the interview: General partnership · public instrument and SEC/BIR registration route. This internal agreement is not an SEC Certificate of Recording, SEC-approved Articles of Partnership, BIR Certificate of Registration, business permit, professional or sector license, foreign-investment clearance, beneficial-ownership filing, or proof of notarization.
The Partners intend to complete the applicable formation and registration steps before representing that the Partnership is recorded, tax-registered, licensed, or authorized to operate.
PARTNERS, CONTRIBUTIONS, AND CAPITAL
1. Maria Elena Santos, Filipino, Married; contribution is verified separate property, residing at 24 Sampaguita Street, Quezon City 1103, contributes money and property: ₱150,000 by bank transfer and one documented design workstation owned free of liens, assigned an agreed value of ₱50,000. Agreed capital value: ₱200,000.00. Delivery or performance: Cash to the partnership bank account and workstation turnover on or before 1 October 2026. Profit share: 50%; stated loss share: 50%.
2. Ana Lucia Reyes, Filipino, Single, residing at 88 Acacia Avenue, Pasig City 1605, contributes money and property: ₱150,000 by bank transfer and documented camera equipment owned free of liens, assigned an agreed value of ₱50,000. Agreed capital value: ₱200,000.00. Delivery or performance: Cash to the partnership bank account and camera-equipment turnover on or before 1 October 2026. Profit share: 50%; stated loss share: 50%.
The stated aggregate capital value is ₱400,000.00. Non-cash valuation method: Cash at face value; equipment values supported by dated comparable quotations, serial-number schedules, ownership receipts, physical inspection, and unanimous written acceptance. Capital values do not guarantee return, resale value, tax basis, or third-party valuation. Each contributor warrants lawful ownership or authority, discloses liens and retained rights, and must complete promised delivery without substituting a materially different asset or service without unanimous written approval.
No community or conjugal property contribution is stated. A later discovery requires immediate suspension of the affected transfer and property-regime review.
No intellectual-property contribution is stated. Partnership-created work, branding, data, and software remain governed by the separate IP clause below.
PROFITS, LOSSES, CAPITAL ACCOUNTS, AND CASH
Profits are allocated Maria Elena Santos: 50%; Ana Lucia Reyes: 50%. Stated loss shares are Maria Elena Santos: 50%; Ana Lucia Reyes: 50%, subject to mandatory Civil Code rules, including the rule applicable to a purely industrial partner. No partner is excluded from profits, and no allocation creates a risk-free investment return.
Distributions: Quarterly distributions may be approved only after finalizing management accounts, paying due obligations, funding required reserves, and confirming that the distribution will not prejudice creditors or operations. Reserves: Maintain cash equal to at least three months of forecast operating expenses plus accrued taxes, payroll, customer refunds, warranties, and committed project costs.
Capital accounts and advances: Maintain a separate capital account and partner-advance ledger for each partner; additional capital requires unanimous written approval, while advances must state repayment priority and any lawful written interest. Drawings: No personal drawing is allowed except the approved monthly partner allowance, recorded against distributions and reconciled quarterly without overdrawing a capital account.
Compensation and reimbursements: Partners receive no salary merely as partners; approved reimbursements require receipts, and any distinct employment or service arrangement must be genuine, written, and separately administered. A partner is not treated as an employee merely by label; any genuine separate employment or service relationship must be documented and administered according to its actual facts and mandatory law.
Tax and invoicing responsibilities: The managing partner coordinates BIR registration, books, invoicing, withholding, returns, and tax certificates with the retained accountant; each partner remains responsible for personal filings and providing accurate tax information.