Philippine Partnerships must be registered with the Securities and Exchange Commission (SEC).
Steps and requirements to register a partnership with the SEC are:
1 – Verification and reservation of the name of the partnership at the SEC. Once the name is accepted the SEC will issue a Name Verification Slip.
2 – Articles of Partnership:
The Articles of Partnership define the obligations, responsibilities and roles of each partner and how the profits and losses will be shared and states who the general and limited partners are. Unless otherwise stated a general partner may act on behalf of the partnership without any limitations. By law a limited partner is not allowed to participate actively in the management of the partnership or control of the business operations.
3 - Affidavit of a general 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:
SEC Form No. F-105 (Application to do Business under the Foreign Investments Act of 1991 R.A. 7042, as amended
Foreign Investment Agent Application Form if foreign partner is not a resident of the Philippines.
Bank certificate on the capital contribution of the partners
For foreign partners who want to register their investments with the BSP: Proof of inward remittance or affidavit manifesting intention not to register investment with the Banko Sentral ng Pilipinas.
4. File all the documents with the SEC, upon payment of the requisite filing fees.
Partnership must be dissolved upon the death of one of its general partners.
General partners are personally legally responsible for all the obligations of the partnership.
Limited partners are personally legally responsible only up to the amount of their capital contribution to the Partnership.
A partnership is taxed like a corporation.
Partnerships are subject to the restrictions on foreign ownership in Foreign Negative List A & B
Foreigners can not be a partner in a partnership which owns land.
A corporation may not be a partner in a partnership.
In the case of a limited partnership, the word “Limited” or “Ltd” must be added to the partnership name. Articles of Partnership of limited partnerships should be under oath only (Jurat) and not recognized before a notary public.
Documents signed outside of the Philippines must be authenticated by the Philippines Embassy/Consulate where it was executed.