J.A.B. Bulao & Associates

CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT, made and entered into at  ______________,Philippines, by and between

__________________, of legal age, single/married to _______________, ______________ citizen, and with residence and postal address at ________________, hereinafter called the SELLER.

– and –

____________________, of legal age, single/married to _______________, ________________ citizen, and with residence and postal address at _____________________, hereinafter called the BUYER,

WITNESSETH:

That, for and in consideration of the agreed purchase price of PESOS: _________________________________________ (P___________________), Philippines currency, of which the sum of ____________________ PESOS (P__________________ has been paid by the BUYER  upon the execution of this instrument and the balance to be payable within a period of _______months (or years,) by installment of not less than ___________ PESOS: ____________________________________________ (P_______________) to be due on or before the ________ day of _________, 20__________, and every calendar month thereafter, until fully paid, subject to interest at the rate of ________% per annum on the balance outstanding, the SELLER does by these present agree and bind himself/her-self to sell to the BUYER that certain real estate situated at ________________ with the improvements existing thereon, covered by Original/Transfer Certificate of Title No.___________ issued by the Register of Deeds of ________________________________ and more particularly described as follows:

(Description of Property)

That upon payment of the total purchase price above stipulated and the other obligations set forth hereunder, the SELLER shall forthwith execute and deliver to the BUYER a final Deed of Absolute Sale conveying the above-described property, free and clear of all liens and encumbrances except such as may be subsisting by operation of law, it being understood, however, that the expenses for the transfer of the title to the BUYER, including attorney’s fees, documentary stamps, and registration fees, shall be for the exclusive account of said BUYER;

That  the BUYER, to whom the possession of the subject property is deemed to have been delivered by virtue of this contract, shall have the option to pay the entire balance of the purchase price at any time before the period herein stipulated;

That in consideration of the actual possession which the BUYER is given to enjoy from the date of the execution of this instrument, all taxes and special assessments, if any, imposed by the government on the property, beginning with the month in which this contract has been entered into, shall be assumed and paid by said BUYER as if the property were his/her own, and if for any reason the payment thereof, including penalties, if any , shall have been advanced by the SELLER, the total amount thereof so advanced shall be chargeable to the BUYER with interest thereon at the rate of 12% per annum;

That in case the BUYER shall fail to pay, when due, any of the monthly installments herein stipulated for three consecutive months before the two-year period from and after this date, all rights and interest of said BUYER to the above-described property, including the improvements thereon, shall ipso facto  cease and terminate, and all payments made by him/her prior to said default shall be deemed forfeited and waived in favor in favor of the SELLER in settlement of rents and liquidated damages without prejudice, however, to the rights of such BUYER under Republic Act 6552 if he/she shall have completed to pay at least two years of installments;

That all payments due and payable under this contract shall be effected in the place/office of the SELLER, located at ____________________________________, unless another place shall have been subsequently by him/her in writing;

That (State other stipulations as may included, if any.)

That this agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives and assigns, but the right of the BUYER by virtue hereof cannot be validly transferred or assigned to a third party without the prior written consent of the SELLER; and

That in case it shall become necessary for the SELLER to resort to court for the enforcement of his/her rights under this contract or for the repossession of the subject property in case of termination of this agreement by reason of default or other causes attributed to the BUYER, the said BUYER shall be liable to pay the cost of suit, attorney’s fees, and other incident expenses which in no case shall be less the 20% of the balance of the agreed purchase price then outstanding and other subsisting obligations arising thereunder.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands at the place first above written, on this ___________day of _____________, 20_______.

_____________________                        _______________________

Buyer                                                        Seller

TIN _____________                                 TIN _____________

With my marital consent:

______________________

Spouse of seller

Signed in the presence of:

_____________________           _____________________

ACKNOWLEDGMENT

Republic of the Philippines)

_____________________        ) SS.

BEFORE ME, a Notary Public in and in _______________ this _______ day of _________________, 20__, personally appeared the following:

Name:                                      CTC No./              Date & Place Issue

                                                Passport No./

                                                ___________ I.D.

________________________          ________________   ________________________

                                                                             ________________________

 ________________________         ________________   ________________________

                                                                             ________________________

all known to me to be the same persons who executed by the foregoing instrument and they acknowledged to me that the same is their free and voluntary act and deed as well as that of the corporations that respectively represent.

WITHNESS MY HAND AND SEAL in the place and on the date first above written.

Doc. No. _______;                     

Page No. _______;                    

Book No. ______;

Series of _______.

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For advice on above subject, you may contact J.A.B. Bulao & Associates at jabblaw@yahoo.com or send a message to  Cell No. 09155205254

PRE-INCORPORATION AGREEMENT

This agreement is made between the following parties: ___________________________________________________, and ________________________________________________ to organize a Corporation upon the following terms and conditions on this ______ day of ________________, 2010 at Makati City.

The parties shall form and organize a Corporation under the laws of the Philippines.  

Attached as Exhibit A are the proposed Articles of Incorporation.

The parties agree that the Corporation’s authorized stock shall be distributed, and consideration paid, as follows;

In consideration of the cash payment to the Corporation made by ____________________________________________ of the amount of  _________________________, _______________________________ shares of _________________________  (common or preferred stock shall be issued to him.

In consideration of the transfer to the Corporation of the following property: (list property, real or personal, to be transferred), ___________ shares of ________________ (common or preferred) stock shall be issued to ____________________________________.

The parties further agree not to transfer, sell, assign, pledge, or otherwise dispose of their shares of stock issued by the Corporation until they have first offered the shares for sale to the Corporation, and then, should the Corporation refuse such offer, to the other shareholders on a pro rata basis. All shares shall be offered at their book value. In the event the corporation refuses to purchase said shares, the other shareholders shall not have not less then thirty (30) days to purchase the shares. If the Corporation or other shareholders do not purchase all offered shares, remaining shares may be freely transferred to other parties by their owner without price restrictions.

The Corporation shall employ ________________________________________  as its manager for a set term of _____________ years and at an annual salary of ____________________, such  employment not to be terminated without cause and such salary not to be increased or decreased without the approval of ________ percent of the directors.

All parties to this agreement promise to use their best efforts to incorporate the organization and to commence its business in a timely fashion.

_______________________________

Signature

_______________________________

Signature

For advice on above subject, you may contact J.A.B. Bulao & Associates at jabblaw@yahoo.com or send a message to  Cell No. 09155205254

Re:   Sale of Untitled Parcel of Land

DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This DEED, made and executed in ______________,Philippines, by and between

__________________, of legal age, single/married to _______________, ______________ citizen, and with residence and postal address at ________________, hereinafter called the SELLER.

– and –

____________________, of legal age, single/married to _______________, ________________ citizen, and with residence and postal address at _____________________, hereinafter called the BUYER,

WITNESSETH:

THAT for and in consideration of the sum of ________________ PESOS (P___________), Philippine currency, the receipt where of his hereby acknowledged from the BUYER to the entire satisfaction of the SELLER, the said SELLER does by these presents sell, transfer and convey, in a manner absolute and irrevocable, in favor of the said BUYER, his/her heirs and assigns that certain real estate destined for, and in actual use as, ____________________ land, situated at ___________________, and more particularly bounded as follows:

Bounded on the N. by ____________; on the E. by ___________; on the S. by ____________; and on the W. by ____________; with an area of ________ square meters, more or less.

THAT the SELLER does hereby declare that the boundaries of the foregoing land are visible by means of (monuments, creeks, trees, etc.); that the permanent improvements existing thereon consist of ____________. (If none, state so.); that the land is assessed for the current year at P___________ as per Tax Declaration No. _________, and that the property is in present possession of the SELLER (or seller’s tenant or representative, as the case may be, but state the relation to the SELLER).

THAT the SELLER hereby covenants and agrees with said BUYER that he/she is a lawfully seized in fee of said premises, that the property is free and clear of all liens and encumbrances, that he/she has a perfect right to convey the same, and that he/she will warrant and forever defend the same unto said BUYER, his/her heirs and assigns against the lawful claims of third persons whomsoever;

THAT the property involved herein having not been previously registered under the Torrens system, the parties hereto have agreed to record this instrument under the provisions of Act 3344, as amended by Sec. 113 of P. D. 1529.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands at the place first above written, on this ______ day of _____________, 20 ___.

______________________             ________________________

Seller                                       Buyer

TAN ________                            TAN ________

WITH MY MARTIAL CONSENT:

______________________

Spouse of seller

SIGNED IN THE PRESENCE OF:

____________________________             _____________________________

REPUBLIC OF THE PHILIPPINES

PROVINCE OF ______________)SS.1

CITY/MUNICIPALITY OF_______)

At ___________, Philippines, on this ____ day of ______, 20 ___, personally appeared ________________, with T. A. N. ­­­­______, and Residence Certificate No. ______________ issued at _________ on 20 ____, known to me the same person who executed the foregoing instrument, and acknowledged that the same is his/her free act and deed.

Doc No.       _______

Page No.     _______

Book No.     _______

Series of 20 _______

Aform0011

For advice on above subject, you may contact J.A.B. Bulao & Associates at attybulao@gmail.com.