ACCOUNTING 2 Flashcards
BLANK as defined in Art, 1767 of the New Civil Code of the Philippines, as a contract between two or more persons who bind themselves to contribute money, property or industry to a common fund, with the intention of dividing the profits among themselves.
Partnership
It is formed by two or more persons. As an entity concept, partnership is the relations that exist between the persons (called partners) who have agreed to combine their financial resources and business skills in carrying on a business, with the common view of making a profit.
Partnership:
It is a contractual association, whereby the partners pool their financial resources, services, skills, and knowledge and as a result hope to accomplish together what any one of them could not achieve individually.
Based on Contract.
Partnership is brought into existence simply by willingness and voluntary agreement between the prospective members. No person is compelled to become a partner against his own will and disposition.
Association of Individuals/Voluntary Association.
Irrespective of the length of time agreed upon by the partners, the partnership’s continued existence will be dependent upon the continued membership of each of the original partners. The life of the partnership automatically comes to an end upon the death of any member or upon transfer by any partner of his interest. If a partner retires or dies, and the remaining partners wishes to continue the operations of the business, the original partnership is dissolved and a new one will be formed.
Limited Life.
The liability of each partner, with the business is unlimited. This means that personal assets (as distinguished from partnership assets) of the partners may be used to satisfy claims of partnership creditors if partnership assets are insufficient to pay such creditors.
Unlimited Liability.
In the accounting point of view, a partnership is treated as an entity separate and distinct from the partners who comprise the business. Personal transaction of the partners should be accounted for separately with business transactions. As such, the partnership in its own name can enter into a contract as a separate and distinct entity.
Separate and Distinct Personality
Each partner is an agent and may take part in the management and conduct of the day-to-day operations of the partnership business. Any wrongful act or poor business decisions made by a partner (for as long as it is in the ordinary course of business) will be binding to the firm. All the other partners may be held responsible and liable, unless the partner is acting beyond the scope of his authority to act in behalf of the partnership in the particular matter.
Mutual Agency.
Basically, partnership is organized for profit. Therefore, all partners are entitled to share in the partnership’s profits. Losses sustained by the firm shall be borne by all partners except by an industrial partner, unless stipulation to the contrary is made.
Income Participation/Participation in Profits and Losses.
Assets contributed by the partners into the partnership, such property is no longer separately own by that particular partner but becomes partnership property jointly own by the partners.
Co-Ownership of Contributed Assets.
Like a corporation, net income generated by an ordinary partnership (with the exception of a general professional partnership), is taxable at the rate of 30%. A general professional partnership is the one formed by a group of professionals in the practice of their profession (i.e., accountants, lawyers, doctors and engineers). These professional partners, however, individually report on their income tax returns (ITR) their respective share in the partnership profits to determine their taxable income, which is subject to graduated rates as an individual taxpayer. In contrast, the share of each partner in an ordinary partnership shall be subject to a final tax of 10%.
A Taxable Entity.
WHAT ARE THE ADVANTAGES OF A PARTNERSHIP
Ease of formation
Joint Resources
Tax exemption
Less Government Supervision
WHAT ARE THE DISADVANTAGES OF A PARTNERSHIP
Unlimited Liability
Mutual Agency
Consensual
Limited Life
WHAT ARE THE ELEMENTS OF PARTNERSHIP
Consensual
Bilateral
Onerous
Commutative
What are the Essential Requisite of a partnerships
There must be a valid contract
The parties must have a legal capacity to enter into the contract
There must be a mutual contribution of money, property or industry to a common fund
The object must be lawful
The purpose or primary purpose must be to obtain profits and to divide the same among parties.
THE FOLLOWING CANNOT GIVE THEIR CONSENT TO A CONTRACT OF PARTNERSHIP
Unemancipated Minors
Insane or demented persons
Deaf-mutes who do not know how to write
Persons who are suffering from civil interdiction
EFFECTS OF UNLAWFUL PARTNERSHIP
The contract is void and the partnership never existed in the eyes of law
The profits shall be confiscated in favor of the government
The instruments or tools and proceeds of the crime shall also be forfeited in favor of the government
The contributions of the partners shall not be confiscated unless they fall under letter c.
The extent of their liability can go beyond their capital contributions. They may contribute money, property or industry. All of them may participate in the management of the business. This is the characteristic of mutual agency.
General Partnership.
It is a partnership consists of general and limited partners.
Limited Partnership.
BLANK is only to the extent of their capital contributions.
BLANK may contribute money or property, but they cannot contribute their industry. Management of the business is in the hands of the general partners.
Limited partnership
The law states that a BLANK should have at least one general partner to assume unlimited liability for the debts of the partnership.
Limited partnership
Usually except for certain major decisions as specified in the partnership agreement, THEY do not participate in the management because it is tantamount to contributing their industry.
Limited partnership
It is a partnership formed by group of individuals that are engaged in rendering services or in the buying and selling of merchandise. Examples: Computer rental shops, restaurants, cell phone dealers, etc.
Commercial Partnership.
It is a partnership formed by a group of professionals in the practice of their profession. Examples: Group of CPA’s formed an accounting firm, or attorneys formed a law firm, engineers formed an engineering company, etc.
Professional Partnership.
Is a partner whose liability can go beyond his capital contributions. His personal property may be taken by creditors if partnership assets are not enough to pay the liabilities.
General Partner.
Is a partner whose liability is only to the extent of his capital contributions. As already mentioned, the limited partner cannot participate in the management of the partnership affairs.
Limited Partner.
Is a partner who contributes money or property into the partnership. No industry or service is contributed to the partnership.
Capitalist Partner.
Is a partner whose only contribution is his industry or service, physical or intellectual, to the partnership. He should devote his fulltime to the partnership and should not engage in any other business without the consent of the other partners. His liability is the same with that of a general partner.
Industrial Partner.
Is a partner who contributes money and/or property for being a capitalist partner, and at the same time contributes his service for being an industrial partner.
Capitalist/ Industrial Partner.
Is a partner who is designated unanimously by the other partners to manage the business affairs of the partnership.
Managing Partner.
In the event of terminating the business, this partner is the one designated to manage the liquidation of the partnership and the final distribution of the remaining assets to the partners.
Liquidating Partner.
One who does not take active part in the business of the partnership and is not known as a partner
Dormant Partner:
One who does not take active part in the business of the partnership though may be known as a partner
Silent Partner:
True or False: As to the specific partnership property. Partners become co-owners of all partnership properties including those contributed by the partners, as well as those acquired by the partnership through business operation.
True
True or False: If a partner contributes his property to the partnership, such property is no longer his personal property but becomes partnership property jointly own by the partners. The partners themselves have the right to use partnership property for partnership purpose only.
TRue
True or False: As to his interest in the partnership. A partner’s interest shall mean a partner’s investments (capital) and the return (profit) on his investments. It refers to his ownership equity in the net assets as well as his share in the profits and losses of the partnership.
True
True or False: The partner has the right to receive his share to the partnership profit, and is entitled to receive his share in the partnership assets once the partnership is dissolved and liquidated.
True
True or False: Right to participate in the management. Except when a managing partner is designated, all partners are considered agents and therefore participate in the management of the partnership.
True
True or False:The partners can enter into contracts in behalf of the partnership.
True
True or False: Right to inspect the partnership records. The partners have the right to inspect partnership books at any given time. Records of the partnership should be kept at the partnership’s principal place of business.
True
True or False: Mutual agreement is basically the essence of a partnership.
True
True or False: Partnerships may exist even by oral agreement.
TRue
The partnership’s name, principal place of business, and total capitalization.
The articles of partnership which will serve as a governing rule in the conduct of partnership business, should at least cover the following significant information:
The nature of business and its purposes to which the partnership was formed.
The articles of partnership which will serve as a governing rule in the conduct of partnership business, should at least cover the following significant information:
The partners’ names, indicating the required capital contribution of each partner, their personal addresses and whether they are general or limited partners.
The articles of partnership which will serve as a governing rule in the conduct of partnership business, should at least cover the following significant information: