J.T.L. ACCOUNTING AND BOOKKEEPING SERVICES & COMPANY

MAKATI CITY, PHILIPPINES

FIRST PARTNERSHIP MEETING

Begun and held in Metro Manila, on Wednesday, the twenty-fifth of May, Two Thousand and Two.

Corporate Policy No. 052022 May 25, 2022

A policy regulating the overall accounting firm operations and practices, otherwise known as;

“THE 2022 J.T.L. ACCOUNTING AND BOOKKEEPING SERVICES & COMPANY CORPORATE POLICIES AND PROCEDURES” 

BE IT ENACTED BY ALL PARTNERS ASSEMBLED:

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ARTICLE I

GENERAL CONCEPTS AND PRINCIPLES

SECTION 1. Short Title – This firm policy shall be known as “The 2022 J.T.L. Accounting and Bookkeeping Services & Company Corporate Policies and Procedures”.

SECTION 2. Declaration of Firms’ Policy – We, the founders and members of J.T.L. Accounting and Bookkeeping Services & Company, driven by our passion for excellence and commitment to nation-building, establish this organization to empower businesses and individuals through exceptional accounting, bookkeeping, taxation, and compliance services.

Guided by our vision to be a leading accounting firm, fostering economic growth and development, and our mission to develop and nurture competent, virtuous, and productive professionals, we pledge to uphold the highest standards of integrity, honesty, and excellence in our work.

We recognize the importance of accounting in nation-building and our role in promoting financial inclusivity, tax equity, and regulatory compliance. Through innovation, education, and community engagement, we strive to make a positive impact on the lives of our clients, employees, and the broader community.

SECTION 3. Vision Statement – To be a leading accounting, taxation, and compliance firm, fostering economic growth and development, through:

1. World-class accounting and bookkeeping services
2. Expert taxation solutions
3. Comprehensive compliance and regulatory advisory
4. Innovative solutions

Guided by inviolable integrity, honesty, and excellence, we contribute to the nation’s prosperity.

SECTION 4. Mission Statement – Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, we develop and nurture competent, virtuous, and productive professionals, upholding excellence, integrity, and global standards.

SECTION 5. Core Values – 

1. Excellence: Deliver high-quality services
2. Integrity: Uphold ethics and transparency
3. Competence: Develop and nurture skilled professionals
4. Innovation: Embrace technology and best practices
5. Accountability: Ensure credible licensure and regulatory compliance

SECTION 6. Objectives: 

1. Provide exceptional accounting, bookkeeping, taxation, and compliance services
2. Develop and mentor competent professionals
3. Foster innovation and industry leadership
4. Ensure regulatory compliance and ethical standards
5. Contribute to nation-building and economic growth

SECTION 7. The Firm – As a General Professional Partnership (GPP), J.T.L. Accounting and Bookkeeping Services & Company is governed by the rules and regulations of the Philippines, specifically the Civil Code under the Partnership Law. 

SECTION 8. Partnership Defined – Article 1767 of the Civil Code of the Philippines states: “

By the contract of partnership two or more persons bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profits among themselves. 

Two or more persons may also form a partnership for the exercise of a profession.

This article defines the basic elements of a partnership: 

1. Persons binding themselves: Two or more individuals agree to form a partnership. 

2. Contribution: Partners contribute money, property, or industry (skills and labor). 

3. Common fund: Partners pool their contributions. 

4. Intention to divide profits: Partners aim to share profits among themselves. 

SECTION 9. OBLIGATIONS OF THE PARTNERS

The firm shall adopt the civil code of the Philippines, Art. 1784-1827, as part of its policy. Drafting all implementing rules and regulations regarding the Obligations of the partners, shall be in accordance with the above-mentioned law. 

9.1 Obligations of the Partners Among Themselves 

9.1(a) – ARTICLE 1784. A partnership begins from the moment of the execution of the contract, unless it is otherwise stipulated. (1679) 

9.1(b) – ARTICLE 1785. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will. A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership. (n) 

9.1(c) – ARTICLE 1786. Every partner is a debtor of the partnership for whatever he may have promised to contribute thereto. He shall also be bound for warranty in case of eviction with regard to specific and determinate things which he may have contributed to the partnership, in the same cases and in the same manner as the vendor is bound with respect to the vendee. He shall also be liable for the fruits thereof from the time they should have been delivered, without the need of any demand. (1681a) 

9.1(d) – ARTICLE 1787. When the capital or a part thereof which a partner is bound to contribute consists of goods, their appraisal must be made in the manner prescribed in the contract of partnership, and in the absence of stipulation, it shall be made by experts chosen by the partners, and according to current prices, the subsequent changes thereof being for the account of the partnership. (n) 

9.1(e) – ARTICLE 1788. A partner who has undertaken to contribute a sum of money and fails to do so becomes a debtor for the interest and damages from the time he should have complied with his obligation. The same rule applies to any amount he may have taken from the partnership coffers, and his liability shall begin from the time he converted the amount to his own use. (1682) 

9.1(f) – ARTICLE 1789. An industrial partner cannot engage in business for himself unless the partnership expressly permits him to do so; and if he should do so, the capitalist partners may either exclude him from the firm or avail themselves of the benefits which he may have obtained in violation of this provision, with a right to damages in either case. (n) ARTICLE 1790. Unless there is a stipulation to the contrary, the partners shall contribute equal shares to the capital of the partnership. (n) 

9.1(g) – ARTICLE 1791. If there is no agreement to the contrary, in case of an imminent loss of the business of the partnership, any partner who refuses to contribute an additional share to the capital, except an industrial partner, to save the venture, shall be obliged to sell his interest to the other partners. (n) 

9.1(h) – ARTICLE 1792. If a partner authorized to manage collects a demandable sum, which was owed to him in his own name, from a person who owed the partnership another sum also demandable, the sum thus collected shall be applied to the two credits in proportion to their amounts, even though he may have given a receipt for his own credit only; but should he have given it for the account of the partnership credit, the amount shall be fully applied to the latter. The provisions of this article are understood to be without prejudice to the right granted to the debtor by article 1252, but only if the personal credit of the partner should be more onerous to him. (1684) 

9.1(i) –ARTICLE 1793. A partner who has received, in whole or in part, his share of a partnership credit, when the other partners have not collected theirs, shall be obliged, if the debtor should thereafter become insolvent, to bring to the partnership capital what he received even though he may have given receipt for his share only. (1685a) 9.1(j) 

9.1(j) – ARTICLE 1794. Every partner is responsible to the partnership for damages suffered by it through his fault, and he cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry. However, the courts may equitably lessen this responsibility if through the partner’s extraordinary efforts in other activities of the partnership, unusual profits have been realized. (1686a) 

9.1(k) – ARTICLE 1795. The risk of specific and determinate things, which are not fungible, contributed to the partnership so that only their use and fruits may be for the common benefit, shall be borne by the partner who owns them. If the things contribute are fungible, or cannot be kept without deteriorating, or if they were contributed to be sold, the risk shall be borne by the partnership. In the absence of stipulation, the risk of things brought and appraised in the inventory, shall also be borne by the partnership, and in such case the claim shall be limited to the value at which they were appraised. (1687) 

9.1(l) – ARTICLE 1796. The partnership shall be responsible to every partner for the amounts he may have disbursed on behalf of the partnership and for the corresponding interest, from the time the expenses are made; it shall also answer to each partner for the obligations he may have contracted in good faith in the interest of the partnership business, and for risks in consequence of its management. (1688a) 

9.1(m) – ARTICLE 1797. The losses and profits shall be distributed in conformity with the agreement. If only the share of each partner in the profits has been agreed upon, the share of each in the losses shall be in the same proportion. In the absence of stipulation, the share of each partner in the profits and losses shall be in proportion to what he may have contributed, but the industrial partner shall not be liable for the losses. As for the profits, the industrial partner shall receive such share as may be just and equitable under the circumstances. If besides his services he has contributed capital, he shall also receive a share in the profits in proportion to his capital. (1689a)

9.1(n) – ARTICLE 1798. If the partners have agreed to intrust to a third person the designation of the share of each one in the profits and losses, such designation may be impugned only when it is manifestly inequitable. In no case may a partner who has begun to execute the decision of the third person, or who has not impugned the same within a period of three months from the time he had knowledge thereof, complain of such decision. The designation of losses and profits cannot be intrusted to one of the partners. (1690) 

9.1(o) – ARTICLE 1799. A stipulation which excludes one or more partners from any share in the profits or losses is void. (1691) 

9.1(p) – ARTICLE 1800. The partner who has been appointed manager in the articles of partnership may execute all acts of administration despite the opposition of his partners, unless he should act in bad faith; and his power is irrevocable without just or lawful cause. The vote of the partners representing the controlling interest shall be necessary for such revocation of power. A power granted after the partnership has been constituted may be revoked at any time. (1692a) 

9.1(q) – ARTICLE 1801. If two or more partners have been intrusted with the management of the partnership without specification of their respective duties, or without a stipulation that one of them shall not act without the consent of all the others, each one may separately execute all acts of administration, but if any of them should oppose the acts of the others, the decision of the majority shall prevail. In case of a tie, the matter shall be decided by the partners owning the controlling interest. (1693a) 

9.1(r) – ARTICLE 1802. In case it should have been stipulated that none of the managing partners shall act without the consent of the others, the concurrence of all shall be necessary for the validity of the acts, and the absence or disability of any one of them cannot be alleged, unless there is imminent danger of grave or irreparable injury to the partnership. (1694) 

9.1(s) – ARTICLE 1803. When the manner of management has not been agreed upon, the following rules shall be observed: (1) All the partners shall be considered agents and whatever any one of them may do alone shall bind the partnership, without prejudice to the provisions of article 1801. (2) None of the partners may, without the consent of the others, make any important alteration in the immovable property of the partnership, even if it may be useful to the partnership. But if the refusal of consent by the other partners is manifestly prejudicial to the interest of the partnership, the court’s intervention may be sought. (1695a) 

9.1(t) – ARTICLE 1804. Every partner may associate another person with him in his share, but the associate shall not be admitted into the partnership without the consent of all the other partners, even if the partner having an associate should be a manager. (1696)

9.1(u) – ARTICLE 1805. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at any reasonable hour have access to and may inspect and copy any of them. (n) 

9.1(v) – ARTICLE 1806. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or of any partner under legal disability. (n) 

9.1(w) – ARTICLE 1807. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property. (n) 

9.1(x) – ARTICLE 1808. The capitalist partners cannot engage for their own account in any operation which is of the kind of business in which the partnership is engaged, unless there is a stipulation to the contrary. Any capitalist partner violating this prohibition shall bring to the common funds any profits accruing to him from his transactions, and shall personally bear all the losses. (n) 

9.1(w) – ARTICLE 1809 . Any partner shall have the right to a formal account as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property by his co-partners; (2) If the right exists under the terms of any agreement; (3) As provided by article 1807; (4) Whenever other circumstances render it just and reasonable. (n)

9.2 – Property Rights of a Partner 

9.2(a) – ARTICLE 1810. The property rights of a partner are: (1) His rights in specific partnership property; (2) His interest in the partnership; and (3) His right to participate in the management. (n) 

9.2(b) – ARTICLE 1811. A partner is co-owner with his partners of specific partnership property. The incidents of this co-ownership are such that: 

1. A partner, subject to the provisions of this Title and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners;

2. A partner’s right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property; 

3. A partner’s right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws; 

4. A partner’s right in specific partnership property is not subject to legal  support under article 291. (n)

9.2(c) – ARTICLE 1812. A partner’s interest in the partnership is his share of the profits and surplus. (n) 

9.2(d) – ARTICLE 1813. A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership, or, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled. However, in case of fraud in the management of the partnership, the assignee may avail himself of the usual remedies. In case of a dissolution of the partnership, the assignee is entitled to receive his assignor’s interest and may require an account from the date only of the last account agreed to by all the partners. (n) 

9.2(e) – ARTICLE 1814. Without prejudice to the preferred rights of partnership creditors under article 1827, on due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require. The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court, may be purchased without thereby causing a dissolution: 

(1) With separate property, by any one or more of the partners; or 

(2) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

Nothing in this Title shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership. (n)

9.3 – Obligations of the Partners with Regard to Third Persons 

9.3(a) – ARTICLE 1815. Every partnership shall operate under a firm name, which may or may not include the name of one or more of the partners. masero Those who, not being members of the partnership, include their names in the firm name, shall be subject to the liability of a partner. (n)

9.3(b) – ARTICLE 1816. All partners, including industrial ones, shall be liable pro rata with all their property and after all the partnership assets have been exhausted, for the contracts which may be entered into in the name and for the account of the partnership, under its signature and by a person authorized to act for the partnership. However, any partner may enter into a separate obligation to perform a partnership contract. (n) 

9.3(c) – ARTICLE 1817. Any stipulation against the liability laid down in the preceding article shall be void, except as among the partners. (n) 

9.3(d) – ARTICLE 1818. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority. An act of a partner which is not apparently for the carrying on of business of the partnership in the usual way does not bind the partnership unless authorized by the other partners. Except when authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to: 

1. Assign the partnership property in trust for creditors or on the assignee’s promise to pay the debts of the partnership;

2. Dispose of the good-will of the business;

3.  Do any other act which would make it impossible to carry on the ordinary business of a partnership; 

4. Confess a judgment; 

5. Enter into a compromise concerning a partnership claim or liability; meiriw 

6. Submit a partnership claim or liability to arbitration; 

7. Renounce a claim of the partnership. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction. (n) 

9.3(e) – ARTICLE 1819. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner’s act binds the partnership under the provisions of the first paragraph of article 1818, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority. Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of the first paragraph of article 1818. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners’ act does not bind the partnership under the provisions of the first paragraph of article 1818, unless the purchaser or his assignee, is a holder for value, without knowledge. Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of the first paragraph of article 1818. Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property. (n) 

9.3(f) – ARTICLE 1820. An admission or representation made by any partner concerning partnership affairs within the scope of his authority in accordance with this Title is evidence against the partnership. (n) 

9.3(g) – ARTICLE 1821. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership, committed by or with the consent of that partner. (n) 

9.3(h) – ARTICLE 1822. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act. (n) 

9.3(i) – ARTICLE 1823. The partnership is bound to make good the loss: (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership. (n) 

9.3(j) – ARTICLE 1824. All partners are liable solidarily with the partnership for everything chargeable to the partnership under articles 1822 and 1823. (n) 

9.3(k) – ARTICLE 1825. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such persons to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made: 

1. When a partnership liability results, he is liable as though he were an actual member of the partnership; 

2. When no partnership liability results, he is liable pro rata with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately. When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. When all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation. (n)

9.3(l) – ARTICLE 1826. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property, unless there is a stipulation to the contrary. (n) 

9.3(m) – ARTICLE 1827. The creditors of the partnership shall be preferred to those of each partner as regards the partnership property. Without prejudice to this right, the private creditors of each partner may ask the attachment and public sale of the share of the latter in the partnership assets. (n)

SECTION 10. Dissolution and Winding Up

10.1(a) – ARTICLE 1828. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. (n)

10.1(b) – ARTICLE 1829. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed. (n)

10.1(c) – ARTICLE 1830. Dissolution is caused:

1. Without violation of the agreement between the partners:

1. By the termination of the definite term or particular undertaking specified in the agreement;
2. By the express will of any partner, who must act in good faith, when no definite term or particular undertaking is specified;
3. By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking;
4. By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;

2. In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this article, by the express will of any partner at any time;
3. By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;

10.1(d) – ARTICLE 1831. On application by or for a partner the court shall decree a dissolution whenever: 

1. A partner has been declared insane in any judicial proceeding or is shown to be of unsound mind; 
2. A partner becomes in any other way incapable of performing his part of the partnership contract; 
3. A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business; 
4. A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him; 
5. The business of the partnership can only be carried on at a loss;
6.  Other circumstances render a dissolution equitable. On the application of the purchaser of a partner’s interest under article 1813 or 1814: (1) After the termination of the specified term or particular undertaking; (2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued. (n) 

10.1(e) – ARTICLE 1832. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: 

1. With respect to the partners, 
2. When the dissolution is not by the act, insolvency or death of a partner; or 

2. When the dissolution is by such act, insolvency or death of a partner, in cases where article 1833 so requires; 

2. With respect to persons not partners, as declared in article 1834. (n) 

10.1(f) – ARTICLE 1833. Where the dissolution is caused by the act, death or insolvency of a partner, each partner is liable to his co-partners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless: 

1. The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution; or (2) The dissolution being by the death or insolvency of a partner, the partner acting for the partnership had knowledge or notice of the death or insolvency. 

10.1(g) – ARTICLE 1834. After dissolution, a partner can bind the partnership, except as provided in the third paragraph of this article: 

1. By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; 

2. By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction: 

1. Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or 

2. Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on. The liability of a partner under the first paragraph, No. 2, shall be satisfied out of partnership assets alone when such partner had been prior to dissolution: 

1. Unknown as a partner to the person with whom the contract is made; and 

2.  So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it. The partnership is in no case bound by any act of a partner after dissolution: (1) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or (2) Where the partner has become insolvent; or  

3. Where the partner has no authority to wind up partnership affairs; except by a transaction with one who — (a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or (b) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in the first paragraph, No. 2 (b). Nothing in this article shall affect the liability under article 1825 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business. (n) \

10.1(h) – ARTICLE 1835. The dissolution of the partnership does not of itself discharge the existing liability of any partner. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business. The individual property of a deceased partner shall be liable for all obligations of the partnership incurred while he was a partner, but subject to the prior payment of his separate debts. (n) 

10.1 (i) – ARTICLE 1836. Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not insolvent, has the right to wind up the partnership affairs, provided, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court. (n) 

10.1(j) – ARTICLE 1837. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under the second paragraph of article 1835, he shall receive in cash only the net amount due him from the partnership. When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (1) Each partner who has not caused dissolution wrongfully shall have: (a) All the rights specified in the first paragraph of this article, and (b) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement. (2) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under the second paragraph, No. 1 (b) of this article, and in like manner indemnify him against all present or future partnership liabilities. (3) A partner who has caused the dissolution wrongfully shall have: (a) If the business is not continued under the provisions of the second paragraph, No. 2, all the rights of a partner under the first paragraph, subject to liability for damages in the second paragraph, No. 1 (b), of this article. (b) If the business is continued under the second paragraph, No. 2, of this article, the right as against his co-partners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damage caused to his co-partners by the dissolution, ascertained and paid to him in cash, or the payment secured by a bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner’s interest the value of the good-will of the business shall not be considered. (n) 

10.1(k) – ARTICLE 1838. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled: (1) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; (2) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and (3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership. (n) 

10.1(l) – ARTICLE 1839. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets of the partnership are: (a) The partnership property, (b) The contributions of the partners necessary for the payment of all the liabilities specified in No. 2. (2) The liabilities of the partnership shall rank in order of payment, as follows: (a) Those owing to creditors other than partners, (b) Those owing to partners other than for capital and profits, (c) Those owing to partners in respect of capital, (d) Those owing to partners in respect of profits. (3) The assets shall be applied in the order of their declaration in No. 1 of this article to the satisfaction of the liabilities. (4) The partners shall contribute, as provided by article 1797, the amount necessary to satisfy the liabilities. (5) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in the preceding number. (6) Any partner or his legal representative shall have the right to enforce the contributions specified in No. 4, to the extent of the amount which he has paid in excess of his share of the liability. (7) The individual property of a deceased partner shall be liable for the contributions specified in No. 4. (8) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors. (9) Where a partner has become insolvent or his estate is insolvent, the claims against his separate property shall rank in the following order: (a) Those owing to separate creditors; (b) Those owing to partnership creditors; (c) Those owing to partners by way of contribution. (n) 

10.1(m) – ARTICLE 1840. In the following cases creditors of the dissolved partnership are also creditors of the person or partnership continuing the business: (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs; (2) When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others; (3) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in Nos. 1 and 2 of this article, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property; (4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership; (5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of article 1837, second paragraph, No. 2, either alone or with others, and without liquidation of the partnership affairs; (6) When a partner is expelled and the remaining partners continue the business either alone or with others without liquidation of the partnership affairs. The liability of a third person becoming a partner in the partnership continuing the business, under this article, to the creditors of the dissolved partnership shall be satisfied out of the partnership property only, unless there is a stipulation to the contrary. When the business of a partnership after dissolution is continued under any conditions set forth in this article the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner’s interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property. Nothing in this article shall be held to modify any right of creditors to set aside any assignment on the ground of fraud. The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership. (n) \

10.1(n) – ARTICLE 1841. When any partner retires or dies, and the business is continued under any of the conditions set forth in the preceding article, or in article 1837, second paragraph, No. 2, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such person or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this article, as provided by article 1840, third paragraph. (n) 

10.1(o) – ARTICLE 1842. The right to an account of his interest shall accrue to any partner, or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary. (n)

ARTICLE II

ADMINISTRATIVE POLICIES AND PROCEDURES

SECTION 11. General Administration

11.1 (a) – Organizational Structure

J.T.L. Accounting and Bookkeeping Services & Company’s organizational structure, as registered with the Securities and Exchange Commission (SEC), is led by a General Manager/Managing Partner. This leadership role is responsible for overall strategy and direction, overseeing operations and management.

The firm’s structure comprises various departments, including Accounting and Bookkeeping, Taxation and Compliance, Audit and Assurance, Consulting and Advisory, and Human Resources. Each department is headed by a Department Head, who oversees Senior Accountants/Managers and Staff Accountants in their respective teams.

The Human Resources department, led by an HR Manager, focuses on recruitment and talent management, employee relations and engagement, training and development programs, benefits administration, payroll management, and compliance with labor laws and regulations.

Department Heads report directly to the General Manager/Managing Partner, ensuring seamless communication and efficient decision-making. This structure enables the firm to provide comprehensive accounting, bookkeeping, taxation, compliance and advisory services to clients while maintaining operational efficiency and excellence.

11.1(b) – Roles and Responsibilities

At J.T.L. Accounting and Bookkeeping Services & Company, our teams work together to achieve our vision and mission. Department Heads oversee their respective teams, comprising Accounting and Bookkeeping, Taxation and Compliance, Audit and Assurance, and Consulting and Advisory. They develop and implement departmental strategies, ensure quality control, and maintain high standards of service delivery, reporting directly to the General Manager/Managing Partner and collaborating with other departments.

Senior Accountants/Managers serve as team leaders for specific services, supervising staff accountants and ensuring timely completion of projects. They review and approve financial statements, tax returns, and other documents, provide technical guidance, and conduct performance evaluations. Additionally, they contribute to business development, identify new opportunities, and maintain client relationships.

Staff Accountants perform accounting, bookkeeping, and tax services, including financial statement preparation, tax compliance, and audit support. They assist Senior Accountants/Managers with project execution, conduct research, and maintain accurate records. Staff Accountants stay updated with industry developments, adhere to firm policies, and maintain confidentiality.

Our Administrative Staff comprises Human Resources, Marketing and Communications, and IT and Support teams. Human Resources manages recruitment, talent development, employee relations, benefits administration, and payroll, ensuring compliance with labor laws and maintaining personnel records. Marketing and Communications develops and implements marketing strategies, manages the firm’s brand, and coordinates events.

IT and Support ensures our technology infrastructure is secure, efficient, and up-to-date, providing technical support, maintaining software and hardware, and implementing data protection measures. Aligned with our vision and mission, these roles and responsibilities enable us to deliver exceptional accounting, taxation, and advisory services.

11.1(c) – Accounting and Financial Policies

At J.T.L. Accounting and Bookkeeping Services & Company, we adhere to internationally accepted accounting principles and standards, including Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), and Philippine Financial Reporting Standards (PFRS). Our financial reporting and statements are accurate, reliable, and transparent, maintaining consistency and comparability.

We prepare timely, accurate, and comprehensive financial statements, including Balance Sheets, Income Statements, Cash Flow Statements, and Notes to the Financial Statements. Financial statements are reviewed and approved by authorized personnel, ensuring compliance with regulatory requirements and standards.

Our accounting records and documents are accurate, complete, and secure, including financial transactions, ledger accounts, financial statements, and supporting documents. Records are stored electronically and physically, with access controls and backup systems in place.

We implement robust internal controls and risk management measures to ensure accuracy, prevent fraud and errors, protect assets, and comply with laws. Internal controls include segregation of duties, authorization processes, regular audits, and employee training programs.

Regular financial planning and budgeting enable us to achieve strategic objectives, optimize resource allocation, manage risks, and ensure sustainability. Financial plans and budgets are prepared annually, reviewed quarterly, approved by authorized personnel, and monitored regularly.

Additional policies include accounting for taxes, assets, and liabilities, ensuring compliance with tax laws and accurate financial reporting. Responsibilities are assigned to the General Manager/Managing Partner, Department Heads, Accounting Staff, and Audit Committee.

These policies are reviewed and revised annually or as necessary, aligning with our Vision and Mission: “Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, we develop and nurture competent, virtuous, and productive professionals, upholding excellence, integrity, and global standards.”

11.1(d) Client Relations

At J.T.L. Accounting and Bookkeeping Services & Company, we prioritize client relationships, aligning with our mission and vision. We accept clients who share our values and conduct thorough evaluations, risk assessments, and compliance checks before engagement.

We maintain confidentiality and privilege, ensuring secure storage and disposal of client documents, access controls, non-disclosure agreements with third-party providers, and compliance with data protection regulations.

Effective communication is crucial. We provide regular updates, clear financial reports, proactive issue resolution, and accessibility to senior personnel. Our fee structures are transparent, competitive, and based on service value and complexity.

We address client concerns promptly, with designated complaint handling procedures, timely responses, root cause analysis, and corrective actions. We prioritize client interests, maintain professional independence, adhere to industry standards, and continuously improve client services.

Key principles guiding our client relations include:

1. Prioritizing client interests and needs
2. Maintaining professional independence and objectivity
3. Adhering to industry standards and best practices
4. Continuously improving client services and relations

Responsibilities are assigned to the General Manager/Managing Partner, Department Heads, Client Relationship Managers, and Staff to ensure compliance with this policy.

This policy is reviewed and revised annually or as necessary, aligning with our Mission and Vision: “Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, we develop and nurture competent, virtuous, and productive professionals, upholding excellence, integrity, and global standards.”

11.1(e) – Professional Standards and Ethics

At J.T.L. Accounting and Bookkeeping Services & Company, we uphold the highest professional standards and ethics, aligning with our mission and vision. Our Code of Professional Conduct guides our behavior, ensuring integrity, transparency, and accountability.

Independence and Objectivity

We maintain independence and objectivity in our professional judgments, avoiding conflicts of interest and bias. We disclose any potential conflicts to clients and stakeholders, ensuring transparent decision-making.

Confidentiality and Privacy

We safeguard client confidentiality and privacy, protecting sensitive information and maintaining secure records. We adhere to data protection regulations and implement robust security measures to prevent unauthorized access.

Competence and Due Care

We demonstrate competence and due care in our services, staying updated with industry developments and best practices. We assign tasks to qualified personnel, ensuring timely completion and accuracy.

Continuing Professional Development

We prioritize continuing professional development, investing in ongoing education and training for our staff. This enables us to provide innovative solutions, enhance expertise, and maintain professional certifications.

Additional Principles

1. We respect the public interest, adhering to laws and regulations.
2. We foster a culture of ethical behavior, encouraging open communication.
3. We address ethical concerns promptly, with clear procedures for reporting and resolution.

Implementation and Monitoring

Our Professional Standards and Ethics policy is:

1. Communicated to all staff and stakeholders
2. Incorporated into our induction program
3. Reviewed and updated annually
4. Monitored for compliance

Responsibilities

1. General Manager/Managing Partner: Oversees policy implementation
2. Department Heads: Ensure departmental compliance
3. Staff: Adhere to policy principles and procedures

By upholding these professional standards and ethics, we fulfill our mission: “Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, developing and nurturing competent, virtuous, and productive professionals.”

11.1(f) – Operational Procedures

At J.T.L. Accounting and Bookkeeping Services & Company, we ensure efficient and effective operations, aligning with our vision and mission.

Engagement Planning and Management

We commence each engagement with thorough planning, defining scope, objectives, and timelines. Our team leaders coordinate with clients to understand their needs, identify potential risks, and develop tailored strategies. We establish clear communication channels, ensure resource allocation, and monitor progress.

Fieldwork and Audit Procedures

Our fieldwork and audit procedures involve:

1. Risk assessment and audit planning
2. On-site visits and data collection
3. Transaction testing and verification
4. Audit reporting and recommendations

We adhere to international auditing standards, ensuring independence, objectivity, and professionalism.

Financial Statement Preparation

We prepare reliable and timely financial statements, ensuring reasonable assurance that they are free from material misstatements, including:

1. Balance Sheets
2. Income Statements
3. Cash Flow Statements
4. Statement of Changes in Equity
5. Notes to the Financial Statements.

Our team ensures compliance with accounting standards, regulatory requirements, and client specifications.

Tax Planning and Compliance

Our tax services encompass:

1. Tax planning and advisory
2. Tax return preparation and submission
3. Tax audit representation
4. Tax compliance and consulting

We stay updated on tax laws and regulations, ensuring optimal tax strategies for clients.

Financial Analysis and Advisory Services

Our Financial Analysis and Advisory Services encompass four key areas:

Financial Statement Analysis

We provide in-depth financial statement analysis to help clients understand their financial position, performance, and cash flows. Our analysis includes:

1. Ratio analysis and trend identification
2. Financial performance benchmarking
3. Identification of areas for improvement
4. Recommendations for financial enhancement

Budgeting and Forecasting

Our budgeting and forecasting services enable clients to make informed decisions, allocate resources effectively, and achieve strategic objectives. We:

1. Develop comprehensive budgets and forecasts
2. Conduct variance analysis and performance monitoring
3. Identify areas for cost optimization
4. Provide scenario planning and sensitivity analysis

Financial Modeling

Our financial modelling services help clients evaluate strategic options, assess risks, and make data-driven decisions. We:

1. Develop customized financial models
2. Conduct sensitivity and scenario analysis
3. Evaluate investment opportunities
4.  Provide merger and acquisition support

Business Valuation

Our business valuation services provide clients with accurate assessments of their business worth. We:

1. Conduct market-based valuations
2. Apply income and asset-based approaches
3. Evaluate intangible assets
4. Provide valuation reports for financial reporting, tax, or transaction purposes

Our team of experts uses industry-leading tools and methodologies to deliver actionable insights, empowering clients to make informed decisions and drive business growth.

We provide actionable insights, enabling clients to make informed decisions.

Additional Procedures

1. Quality Control: We conduct regular reviews and quality control checks.
2. Documentation: We maintain detailed records and documentation.
3. Confidentiality: We uphold client confidentiality and data protection.

Implementation and Monitoring

Our operational procedures are:

1. Documented and communicated to staff
2. Reviewed and updated annually
3. Monitored for compliance
4. Enhanced through continuous improvement initiatives

Responsibilities

1. General Manager/Managing Partner: Oversees operational procedures
2. Department Heads: Ensure departmental compliance
3. Staff: Adhere to procedures and report deviations

By following these operational procedures, we fulfill our mission: “Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, developing and nurturing competent, virtuous, and productive professionals.

11.1(f) – Technology and Data Management

At J.T.L. Accounting and Bookkeeping Services & Company, we prioritize technology and data management to ensure efficient, secure, and reliable operations, aligning with our vision and mission.

Our information systems and security measures ensure secure data storage and transmission, access controls, regular system updates, and compliance with industry standards. We implement robust data backup and recovery procedures, including automated daily backups, secure offsite storage, and swift recovery processes.

We maintain up-to-date software and hardware, ensuring regular updates, performance monitoring, and vendor support. Our electronic communication and data transfer protocols ensure secure email, encrypted data transfer, and compliant data sharing practices.

Cybersecurity is a top priority, with firewalls, anti-virus protection, employee training, and incident response plans in place. Additional measures include data privacy policies, vendor management, regular technology audits, and alignment with industry standards.

Our Technology and Data Management policy is communicated to all staff and stakeholders, reviewed annually, and monitored for compliance. Responsibilities are assigned to the IT Manager, Department Heads, and staff to ensure adherence to policy principles and procedures.

By implementing these measures, we fulfil our mission: “Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, developing and nurturing competent, virtuous, and productive professionals.”

Key aspects of our Technology and Data Management policy include:

1. Secure information systems and data storage
2. Regular backups and swift recovery processes
3. Up-to-date software and hardware
4. Secure electronic communication and data transfer
5. Robust cybersecurity measures

11.1(g) Human Resources

At J.T.L. Accounting and Bookkeeping Services & Company, we prioritize human resources management, aligning with our mission and vision, and complying with the Labor Code.

Our recruitment and hiring process attracts and selects top talent through inclusive job postings, fair selection processes, skills assessments, and background checks as required. We invest in employee growth through comprehensive onboarding programs, regular training sessions, mentorship initiatives, and professional certification support.

Performance management and evaluation are regular and balanced, using clear performance standards, balanced scorecards, constructive feedback, and development plans. We promote a positive work environment, expecting professionalism, respect, confidentiality, and compliance with policies and laws.

Our leave and time-off policies provide fair benefits, including annual leaves, sick leaves, bereavement leaves, and holidays and observances. We also uphold equal employment opportunities, anti-discrimination and harassment policies, whistleblower protection, and employee grievance procedures.

Our human resources policy is communicated to all employees, reviewed annually, monitored for compliance, and enhanced through continuous improvement initiatives. The HR Manager oversees human resources management, Department Heads ensure departmental compliance, and employees adhere to policy principles and procedures.

We adhere to relevant labor laws and regulations, including the Labor Code of the Philippines (PD No. 442), Civil Service Rules and Regulations, Anti-Sexual Harassment Act (RA 7877), and Magna Carta of Women (RA 9710).

By implementing these policies, we fulfill our mission: “Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, developing and nurturing competent, virtuous, and productive professionals.”

11.1(h) – Quality Control and Assurance

At J.T.L. Accounting and Bookkeeping Services & Company, we prioritize quality control and assurance, aligning with our mission and vision. We implement rigorous quality control procedures to ensure accuracy, reliability, and timeliness, including regular review of work papers and financial statements, verification of data and calculations, compliance checks with professional standards and regulations, and documentation and retention of quality control measures.

Our peer review and quality assurance processes involve regular peer reviews of audit and accounting engagements, quality assurance checks on financial statements and reports, feedback mechanisms for continuous improvement, and annual quality assurance assessments. We identify, assess, and mitigate risks through regular risk assessments and internal audits, implementation of risk management plans, monitoring and review of internal controls, and reporting of risk-related issues to management.

We adhere to professional standards, including International Financial Reporting Standards (IFRS), International Standards on Auditing (ISA), Philippine Financial Reporting Standards (PFRS), and Code of Ethics for Professional Accountants. Our commitment to continuous improvement involves regular training and professional development, quality control monitoring and evaluation, client feedback and satisfaction surveys, and annual review and update of quality control policies.

Our Quality Control and Assurance policy is communicated to all staff and stakeholders, reviewed annually, monitored for compliance, and enhanced through continuous improvement initiatives. The Quality Control Manager oversees quality control and assurance, Department Heads ensure departmental compliance, and staff adhere to quality control procedures and policies.

By implementing these measures, we fulfill our mission: “Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, developing and nurturing competent, virtuous, and productive professionals.”

11.1(i) – Compliance and Regulatory

At J.T.L. Accounting and Bookkeeping Services & Company, we prioritize compliance and regulatory adherence, aligning with our vision and mission. We ensure strict compliance with all applicable laws, regulations, and standards, including labor laws, tax laws, securities laws, and environmental regulations.

Our professionals hold and maintain necessary licenses and certifications, such as Certified Public Accountant (CPA), Certified Management Accountant (CMA), Certified Internal Auditor (CIA), and Certified Information Systems Auditor (CISA). We also comply with industry-specific regulations, including the Financial Institutions Strategic Transfer (FIST) Act, Anti-Money Laundering Act (AMLA), Data Privacy Act (DPA), and Philippine Financial Reporting Standards (PFRS).

We implement robust anti-money laundering and counter-terrorist financing measures, including customer due diligence, transaction monitoring, reporting suspicious transactions, and compliance with international sanctions. Additionally, we safeguard client data and maintain strict confidentiality, adhering to the Data Privacy Act (DPA), General Data Protection Regulation (GDPR), and International Organization for Standardization (ISO) 27001.

Our Compliance and Regulatory policy is communicated to all staff and stakeholders, reviewed annually, monitored for compliance, and enhanced through continuous improvement initiatives. The Compliance Officer oversees compliance and regulatory adherence, Department Heads ensure departmental compliance, and staff adhere to compliance policies and procedures.

By implementing these measures, we fulfill our mission: “Empowering nation-building through exceptional accounting, bookkeeping, taxation, and compliance services, developing and nurturing competent, virtuous, and productive professionals.” 

Our commitment to compliance and regulatory adherence reinforces our vision of being a trusted partner in nation-building.

ARTICLE III

OPERATIONAL POLICIES AND PROCEDURES

SECTION 12. Firm Operations and Departmentalization  

12.1 – General Purpose

The Operational Policies and Procedures (OPPs) of JTL Accounting and Bookkeeping Services aim to establish a comprehensive framework guiding our daily operations, ensuring consistency, quality, and excellence in delivering world-class accounting, taxation, and compliance services. This aligns with our Vision of being a leading accounting, taxation, and compliance firm, fostering economic growth and development, and our Mission of empowering nation-building through exceptional services.

These OPPs apply to all departments, processes, and activities within the organization, including Accounting and Bookkeeping Services, Taxation Solutions, Compliance and Regulatory Advisory, Innovative Solutions, Human Resources, Administration, and Information Technology. They cover all aspects of our operations, such as client engagement and management, service delivery and quality control, risk management and internal controls, compliance with laws and regulations, employee conduct and training, information security, and business continuity.

The Management Committee, led by the Managing Partners, oversees the development, implementation, and review of these OPPs, ensuring adherence to regulatory requirements and industry standards. Department Heads implement and enforce OPPs within their respective departments, while all employees are responsible for familiarizing themselves with and adhering to OPPs in their daily work. The OPPs will be reviewed and updated annually or as necessary to remain relevant, effective, and aligned with our Vision and Mission.

12.2 – Departmentalization

The purpose of departmentalization at JTL Accounting and Bookkeeping Services is to organize and structure our operations into distinct departments, each responsible for specific functions and services. This enables us to:

Achieve greater efficiency, specialization, and expertise in our core services, including Accounting and Bookkeeping, Taxation, Compliance, and Advisory.

Enhance accountability, transparency, and communication within and across departments, ensuring seamless collaboration and coordination.

Foster a culture of innovation, continuous learning, and professional development, enabling employees to grow and excel in their roles.

Ensure effective risk management, internal controls, and compliance with regulatory requirements and industry standards.

Provide clear lines of authority, responsibility, and decision-making, facilitating swift response to client needs and market changes.

Enable efficient allocation of resources, optimization of processes, and improved overall performance.

Support our Vision of being a leading accounting, taxation, and compliance firm, fostering economic growth and development, and our Mission of empowering nation-building through exceptional services.

Departmentalization enables us to achieve these goals by:

• Accounting and Bookkeeping Department: Managing financial records and transactions.
• Taxation Department: Providing expert tax solutions and advisory services.
• Compliance Department: Ensuring regulatory adherence and risk management.
• Advisory Department: Offering strategic guidance and innovative solutions.
• Human Resources Department: Fostering employee growth and development.
• Administration Department: Managing operational support and infrastructure.
• Information Technology Department: Ensuring data security and system efficiency.

By departmentalizing our operations, we can deliver exceptional services, drive business growth, and achieve our strategic objectives.

12.3- Firm’s Departments 

At JTL Accounting and Bookkeeping Services, our departments work together to achieve our Vision of being a leading accounting firm and our Mission of empowering nation-building.

The following are the firm’s different departments and their duties and responsibilities.

Accounting and Finance Department

The Accounting and Finance Department, led by the Chief Financial Officer (CFO), provides accurate and timely financial information, manages financial risks, and ensures compliance with regulatory requirements.

Human Resources Department

The Human Resources Department, headed by the Human Resources Manager (HRM), attracts, develops, and retains talented professionals, fostering a culture of excellence, integrity, and continuous learning.

Operations Department

The Operations Department, led by the Operations Manager (OM), ensures efficient delivery of services, manages workflows, and maintains high-quality standards.

Marketing and Sales Department

The Marketing and Sales Department, headed by the Marketing and Sales Manager (MSM), promotes our services, develops business opportunities, and builds strategic partnerships, driving growth and expansion.

Information Technology Department

The Information Technology Department, led by the Information Technology Manager (ITM), implements and maintains secure, efficient, and innovative technology solutions.

Customer Service Department

Our Customer Service Department, headed by the Customer Service Manager (CSM), delivers exceptional client experiences, provides timely support, and ensures customer satisfaction.

 Procurement and Logistics Department

The Procurement and Logistics Department, led by the Procurement and Logistics Manager (PLM), acquires goods and services, manages inventory, and ensures timely delivery.

Quality Assurance

The Quality Assurance Department, headed by the Quality Assurance Manager (QAM), ensures adherence to industry standards, regulatory requirements, and internal quality controls.

SECTION 13 – Operational Policies

Develop policies for each department, including:

1. Accounting and Finance:

    – Financial management

    – Accounting procedures

    – Budgeting and forecasting

    – Internal controls

2. Human Resources:

    – Recruitment and hiring

    – Employee conduct and behavior

    – Training and development

    – Performance management

3. Operations:

    – Production and service delivery

    – Supply chain management

    – Inventory control

    – Maintenance and repairs

4. Marketing and Sales:

    – Marketing strategies

    – Sales processes

    – Customer relationship management

    – Brand management

5. Information Technology:

    – Data management

    – Cybersecurity

    – IT infrastructure

    – Software development

6. Customer Service:

    – Customer support

    – Complaint handling

    – Feedback and suggestions

    – Service level agreements

7. Procurement and Logistics:

    – Procurement procedures

    – Inventory management

    – Transportation and delivery

    – Supplier management

8. Quality Assurance:

    – Quality control

    – Audits and inspections

    – Continuous improvement

    – Compliance

IV. Operational Procedures

Develop detailed procedures for each policy, including:

1. Step-by-step processes

2. Responsible personnel

3. Timelines and deadlines

4. Required documentation

5. Review and revision procedures

V. Implementation and Monitoring

– Assign responsibilities for implementing OPPs

– Establish training programs for employees

– Schedule regular reviews and updates

– Monitor compliance and effectiveness

VI. Review and Revision

– Review OPPs annually or as needed

– Revise policies and procedures as necessary

– Obtain approval from relevant authorities

VII. Documentation and Control

– Maintain accurate and up-to-date records

– Control access to OPP documents

– Ensure version control and documentation of changes

Example of an Operational Policy and Procedure

Policy: Accounts Payable (Accounting and Finance)

Purpose: To ensure timely and accurate payment of invoices.

Procedure:

1. Verify invoices and supporting documents.

2. Obtain approval from authorized personnel.

3. Process payment within 30 days.

4. Maintain accurate records.

Responsible: Accounts Payable Clerk

Timeline: Within 30 days

Documentation: Invoice, approval, and payment records

Tips and Best Practices

1. Involve relevant stakeholders in policy development.

2. Use clear and concise language.

3. Ensure compliance with laws and regulations.

4. Regularly review and update OPPs.

5. Provide training and support for employees.