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ARTICLES OF PARTNERSHIP

of
GARCIA, RICOHERMOSO AND VELASCO FOOD INDUSTRIES

KNOW ALL MEN BY THESE PRESENTS:

That we, MICHAEL DM. GARCIA, married, and JOWEE RICOHERMOSO,


married, and BRYAN CYRO I. VELASCO, married, all Filipinos, of legal ages,
and residents of Bulacan, Philippines, have on this day, covenanted to
establish a partnership, in accordance with the laws of the Republic of the
Philippines;

AND WE HEREBY CERTIFY:

1. That the names and addresses of the respective partners are as follows:
Name Address
MICHAEL DM. GARCIA Longos, City of Malolos, Bulacan
JOWEE RICOHERMOSO Bunducan, Bocaue, Bulacan
BRYAN CYRO I. VELASCO Tampoy, Sto. Nino, City of Malolos, Bul.

2. That the name of this partnership shall be GARCIA, RICOHERMOSO AND


VELASCO FOOD INDUSTRIES, constituted for the sole purpose of establishing,
administering and managing YANAS FOOD TRIP and it shall exist for
_____________ (_____) years from the execution of this instrument, unless the
partners mutually agree in writing to a shorter period. Should the partnership
be terminated by 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.

3. That the initial capital of this partnership shall be ONE HUNDRED


THOUSAND (P 100, 000,00), Philippine Currency, broken down, in
contributions, as follows:

Name of Partner Contribution


JOWEE RICOHERMOSO P 50,000.00
BRYAN CYRO I. VELASCO P 50,000.00
MICHAEL DM. GARCIA Industry

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

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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.

4. That the purpose(s) for which this partnership is established (is/are) as


follows:
a. Establishment, administration and management of YANAS FOOD
TRIP; and
b. Such other ancillary and analogous purpose relative to the foregoing
and as may be unanimously approved by the partners.

5. 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. Management and administration of the business venture
specifically those relating to the operation of YANAS FOOD TRIP is hereby
given to MICHAEL DM. GARCIA, however each partner shall have equal rights
to manage and control other aspects of 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, without the prior written consent of each
partner.

6. That the profits and losses shall be divided among the partners pro rata, in
proportion to their respective contributions, subject to the following
stipulations:

a. The sixty percent (60%) of the net profits shall be divided monthly
amongst the partners, while forty percent (40%) shall constitute as
provident fund of the partnership to be deposited in depository bank
chosen unanimously by all partners;
b. Such provident fund shall cover all expansion of business or liabilities
of the partnership upon unanimous consent of all partners;
c. Any disagreement relative to the profits shall be resolve by majority of
the partners subject to other conciliation procedures that they may agree
upon.

7. 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 thirty (30) days' prior written notice of his intention to withdraw or retire
and shall be obligated to sell his interest in the partnership.

8. 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
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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.

9. 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 anticipated business of the partnership for a period of three (3)
years within the Province of Bulacan where the partnership is currently doing
or planning to do business.

IN WITNESS WHEREOF, we have hereunto set our hands this _____________ at


_____________, Philippines

MICHAEL DM. GARCIA JOWEE RICOHERMOSO


Partner Partner

BRYAN CYRO I. VELASCO


Partner

SIGNED IN THE PRESENCE OF:

____________________________________ ____________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)


_____________________________ ) SS.

BEFORE ME, a Notary Public for and in the City of ___________________,


personally appeared:

Name ID Number Date/Place Issued

MICHAEL DM GARCIA
JOWEE RICOHERMOSO
BRYAN CYRO I. VELASCO

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Known to me and to me known to be the same persons who executed the
foregoing instrument and acknowledged to me that the same are their free act
and voluntary deed.

This instrument, consisting of (4) pages, including the page on which this
acknowledgment is written, has been signed on the left margin of each and
every page thereof by the concerned parties and their witnesses, and sealed
with my notarial seal.

WITNESS MY HAND AND SEAL on this ___day of __________________20__


at_______________.

Notary Public

Doc. No. ........;


Page No. .......;
Book No. .......;
Series of 20__.

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