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Partnership agreement for two partners

A Philippine partnership agreement for two partners: capital table with each partner's share worked out, profit sharing, management, exit, witnesses and notary block.

How to fill in this partnership agreement

  1. 1Date signed
    e.g. November 12, 2026
  2. 2Place signed
    e.g. Malolos City
  3. 3Partner 1
    e.g. Nenita R. Cruz
  4. 4Partner 1's details
    e.g. married, residing at 34 Paseo del Congreso, Brgy. Catmon, Malolos City, Bulacan
  5. 5Partner 2
    e.g. Gilbert A. Soriano
  6. 6Partner 2's details
    e.g. single, residing at 9 Sampaloc St., Brgy. Longos, Malolos City, Bulacan

Two capitalist partners

Use this version when both partners put in money or property. The capital table works out each partner's share of the capital from the values you type. Profits and losses are usually split in the same ratio — but you may agree on another one; write it in the last column.

Agree on these before you sign

Partners fall out over money and work, rarely over the business idea. Settle these now, while you agree on everything.

  • What each partner puts in — cash, equipment, a vehicle, work — and what it is worth.
  • How profits and losses are split, and when profits are paid out.
  • Who manages day to day, and which decisions need both partners.
  • What happens if one partner leaves, falls ill or dies.

After signing: register the partnership

Notarize the agreement, then register with the SEC (its online registration system takes articles of partnership), then the BIR, the barangay and the mayor's office. Open the bank account in the partnership's name, never a partner's.

Questions people ask

Do we need to register our partnership with the SEC?

Yes, when the capital is ₱3,000 or more in money or property: the Civil Code (Art. 1772) requires the partnership to be in a public instrument — notarized — and recorded with the Securities and Exchange Commission. Failing to record it does not make the partnership void, but you will need the SEC registration for the BIR, the bank and the mayor's permit anyway.

Is a partnership the same as a sole proprietorship with a partner?

No. A sole proprietorship is one owner registered with the DTI. A partnership has its own juridical personality, is registered with the SEC, files its own BIR returns, and its partners share profits and losses as agreed. Partners can be personally liable for partnership debts after its assets are used up.

What if a partner wants out?

The agreement decides: notice, how the partner's share is valued, and how and when it is paid out. Without such terms, the Civil Code rules on dissolution and winding up apply — which are slower. This paper sets a notice period and a book-value buy-out.

Is this legal advice?

No. It is a common Philippine format for a small two-partner business. For a bigger business, land contributions, or a professional partnership, have a lawyer prepare the articles you file with the SEC.

This page explains common practice and is not legal advice. Offices set their own rules — when in doubt, call ahead or ask your notary or lawyer.