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
Page 1 of 4 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 Page 2 of 4 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
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
Page 3 of 4 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__.
