General Partnership

May 7, 2018 | Author: JoannaGabo | Category: General Partnership, Partnership, Business Law, Private Law, Government
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That we, the undersigned, all of legal age, and residents of the Republic of the Philippines, have agreed to establish a general partnership in accordance with the terms and conditions herein after set forth and subject to the provisions of the existing laws of the Republic of the Philippines. AND WE HEREBY CERTIFY: ARTICLE I. That the name of the partnership shall be Happy Smile Investment. ARTICLE II.  That the principal office of the Partnership shall be located at 1044 Brookside Drive, Sta. Ana, Cagayan. ARTICLE III. That the names, citizenship and residence of the partners of the said partnership are as follows: Name John ohn Crom Cromwe well ll D. Rect Recto o Reynold old B. Rodriguez uez Marlon A. Silvestre

Citizenship Fil Filipin ipino o Filipino Filipino

Residence Sta. Sta. Ana, Ana, Caga Cagaya yan n Sta Sta. Ana, Cagay gayan Sta. Ana, Cagayan

ARTICLE IV.  That the term for which said partnership is to exist is five (5) years from the execution of this instrument, unless the partners mutually agree in writing to a shorter period. Should the  partnership be terminated by the unanimous vote, the assets and cash of the partnership shall be used to  pay all creditors, with the remaining amounts to be distributed to the partners according to their   proportionate share. ARTICLE V. That the purposes for which this partnership is established are as follows: 1. To conduct conduct busine business ss related related to photogr photography aphy and event event planni planning ng includi including ng business business marketing and advertising; 2. To condu conduct ct prof profes essi sion onal al digi digita tall phot photog ogra raph phy y serv servic ices es for for all all occas occasio ions ns incl includ udin ing g weddings, birthday, debuts, anniversaries and other kinds of events; 3. To engage in business related to custom product photography solutions. ARTICLE ARTICLE VI.   That the capital of this partnership shall be Six Hundred Thousand Pesos, Philippine Currency, broken down in contributions as follows:


Name John Cromwell D. Recto Reynold B. Rodriguez Marlon A. Silvestre

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Amount Contributed P100,000 P200,000 P300,000

The partnership shall maintain a capital account record for each partner; should any partner's capital account fall below the agreed to amount, then that partner shall: 1. Have his share of partnership profits then due and payable applied instead to his capital account; and 2. Pay any deficiency to the partnership if his share of partnership profits is not yet due and  payable or, if it is, his share is insufficient to cancel the deficiency. ARTICLE VII. That the profits and losses shall be divided pro-rata among the partners. ARTICLE VIII.  That the partners shall provide their full-time services and best efforts on  behalf of the partnership. No partner shall receive a salary for services rendered to the partnership. Each partner shall have equal rights to manage and control the partnership and its business. Should there  be differences between the partners concerning ordinary business matters, a decision shall be made by unanimous vote. It is understood that the partners may elect one of the partners to conduct the day-to-day business of the partnership; however, no partner shall be able to bind the partnership by act or contract to any liability exceeding One Hundred Thousand Pesos (P100,000), Philippine Currency, without the prior written consent of each partner. ARTICLE IX.  In the event a partner withdraws or retires from the partnership for any reason, including death, the remaining partners may continue to operate the partnership using the same name. A withdrawing partner shall be obligated to give at least thirty (30) days prior written notice of his/her  intention to withdraw or retire and shall be obligated to sell his/her interest in the partnership. ARTICLE X.  No partner shall transfer interest in the partnership to any other party without the written consent of the remaining partner(s). The remaining partner(s) shall pay the withdrawing or  retiring partner, or to the legal representative of the deceased or disabled partner, the value of his interest in the partnership, or:

a. The sum of his capital account;  b. Any unpaid loans due him; c. His proportionate share of accrued net profits remaining undistributed in his capital account; and d. His interest in any prior agreed appreciation in the value of the partnership property over its book value.  No value for good will shall be included in determining the value of the partner's interest. ARTICLE XI.  A partner who retires or withdraws from the partnership shall not directly or  indirectly engage in a business which is or which would be competitive with the existing or then


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anticipated business of the partnership for a period of One (1) year within the Province of Cagayan where the partnership is currently doing or planning to do business. ARTICLE XII. That the partners undertake to change the name of the partnership immediately upon receipt notice or directive from the Securities and Exchange Commission that another partnership, corporation or person has acquired a prior right to the use of that name or that the name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy. IN WITNESS WHEREOF, we have hereunto set our hands this 3rd day of October 2013 at Sta. Ana, Cagayan, Philippines.

John Cromwell D.Recto TIN: 708-934-183

Reynold B. Rodriguez TIN: 847-493-699

Marlon A. Silvestre TIN: 917-824-945


Anne Fergus

Regina Bell


Republic of the Philippines } Province of Cagayan } S. S. BEFORE ME, a Notary Public, for and in Sta. Ana, Cagayan, Philippines, this 3rd day of October, 2013, personally came and personally appeared the following persons with their Taxpayer Identification Numbers as follows:

Name TIN Place Issued John Cromwell D. Recto 708-934-183 Sta. Ana, Cagayan Reynold B. Rodriguez847-493-699 Sta. Ana, Cagayan Marlon A. Silvestre 917-824-945 Sta. Ana, Cagayan

Known to me to be the same persons who executed the FOREGOING ARTICLES OF PARTNERSHIP, and they acknowledged to me that the same is their voluntary act and deed. WITNESS MY HAND AND SEAL  on the date first above written.

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