business law Flashcards
REQUIREMENTS WHERE THE CAPITAL OF THE PARTNERSHIP IS 3K OR MORE
- the contract must appear in a public instrument
- it must be recorded or registered with the SEC
EFFECTS OF AN UNLAWFUL PARTNERSHIP
- the contract is void ab initio and the partnership never existed in the eyes of the law
- the profits shall be confiscated in favor of the government
- the instrument or tools and proceeds of the crime shall also be forfeited in favor of the government
- the contribution of the partners shall not be confiscated unless they fall under no.3
VOLUNTARY ASSOCIATIONS VS PARTNERSHIP
-Partnership has a juridical personality, while a voluntary association jas none
-a partnership is always organized for pecuniary profit, while in a voluntary association, this objective is lacking
-in partnership, there is always contribution of capital, while in a voluntary association, there is no contribution of capital
CONJUGAL PARTNERSHIP OF GAINS VS. PARTNERSHIP
CO-OWNERSHIP VS. PARTNERSHIP
WHAT IS PARTNERSHIP BY STOPPEL
where persons by their acts, consent, or representations have misled third persons or parties into believing that the former are partners in a non-existing partnership.
who are those who do not have the legal capacity to enter into a contract?
- unemancipated minors
- insane or demented persons
- deaf-mute who do not know how to write
- persons who are suffering from civil interdiction
- incompetents who are under guardianship
essential features of partnership
- there must be a valid contract
- the parties must have legal capacity to enter into the contract
- there must be mutual contribution of money, property, or industry to a common fund.
- object must be lawful
- the purpose or primary purpose must be to obtain profits and to divide the same among the parties
characteristics of partnership
- consensual
- nominate
- onerous
- bilateral
- commutative
- principal
7.preparatory
REQUIREMENTS WHEN IMMOVABLE PROPERTY IS CONTRIBUTED
- THE CONTRACT MUST BE IN A PUBLIC INSTRUMENT
- AN INVENTORY OF THE PROPERTY CONTRIBUTED MUST BE MADE, SIGNED BY THE PARTIES, AND ATTACHED TO THE PUBLIC INSTRUMENT
LIMITED PARTNERSHIP VS. GENERAL PARTNERSHIP
Limited partnership, consist of one or more general partners or one or more limited partners. limited partners contribute capital and share in the profits but they do not participate in management, have limited liability, meaning they are only liable up to the amount of their capital contribution.
general partnership is one consisting of general partners who are liable pro rata and subsidiarily, sometimes solidarily, with their separate property for partnership debts.
Requisites of a valid contract
- Consent and capacity of the contracting parties
- Object which is the subject matter of the contract
- Cause which is established
Typical incidents of a partnership
- The partners share in profits and losses
- They have equal rights in the management and conduct of the partnership business
- Every partner is an agent of the partnership, and entitled to bind the other partners by his acts, for the purpose of its business
- All partner are personally liable for the debts of the partnership with their separate property, except that limited partners are not liable beyong their capital investment
- A fiduciary relation exists between the partners
- On dissolution, the partnership is not terminated, but continues until the winding up of the partnership is completed.
Partnership at will vs partnership at fixed term
Dejure vs de facto
