Articles of Limited Partnership

ARTICLES OF PARTNERSHIP
OF

_________________________________________________________

(Partnership Name)

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned partners, all of legal age, residents and citizens of the Philippines, have on this day voluntarily associated ourselves together for the purpose of forming a limited partnership under the following terms and conditions and subject to existing and applicable laws of the Republic of the Philippines:

AND WE HEREBY CERTIFY:

ARTICLE I. Partnership Name: That the name of this partnership shall be _________________________________________ and shall transact business under the said company name.

ARTICLE II. Business Purpose: That the purpose/s for which this partnership is formed is/are:

_______________________________________________________________________________________________________

_______________________________________________________________________________________________________

ARTICLE III. Principal Place of Business: That the principal place of business of this partnership shall be located at

______________________________________________________________________________________________________

(complete address)

ARTICLE IV. Term of Existence: That this partnership shall have a term of _________ years from and after the original recording of its Articles of Partnership by the Securities and Exchange Commission.

ARTICLE V. Partners’ Circumstances: That the names, nationalities and complete residence addresses of the partners are as follows:

Name Nationality Complete Residence Address Kind of Partner

_______________ _______________ ______________________________________ ________________

_______________ _______________ ______________________________________ ________________

ARTICLE VI. Capital Contributions: That the capital of this Partnership shall be the amount of ____________ (P_________), Philippine Currency, contributed in cash by the partners, as follows:

Name Amount Contributed

________________ ______________________________________

________________ ______________________________________

That no transfer of interest which will reduce the ownership of Filipino citizens to less than the required percentage of capital as provided by existing laws shall be allowed or permitted to be recorded in the proper books of the partnership.

ARTICLE VII. Sharing Ratios: That the profits and losses of this partnership shall be divided and distributed proportionately on the ratio of the capital contribution of each partner.(Limited partner shall be liable for losses only to the extent of his/her contribution.)

ARTICLE VIII. Management: That this partnership shall be under __________, as General Manager, who shall be in charge of the management of the affairs of the company. He shall have the power to use the partnership name and in otherwise performing such acts as are necessary and expedient in the management of the firm and to carry out its lawful purposes.(Only the General Partner can be the General Manager.)

ARTICLE IX. Undertaking to Change NameThat the partners undertake to change the name of this partnership, as herein provided or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership or person has acquired a prior right to the use of that name or that the name has been declared as misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this ____ day of ______, 20___, at ________.

________________________________ ________________________________

(name of partner) (name of partner)

TIN TIN

(Names and Signatures of the partners and TIN)

A limited partnership is one formed by two or more persons under the provisions of the following article, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.