Chapter 1 Flashcards
Defined as a contract whereby 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 (Article 1767 of the Partnership Law).
Partnership
Owners of partnership
Partners
A written agreement which will govern the formation, operation and dissolution of the partnership
Articles of Co-Partnership
Articles of Co-Partnership is required by what government agency?
SEC (Securities and Exchange Commission)
simplest form of business organization
Sole Proprietorship
Sole proprietorship is formed and owned by only one person called ____
Proprietor
an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence
Corporation
A corporation with a single stockholder
One person corporation (OPC)
In the partnership, there are two or more partners and each of them may act as an agent of the partnership for the operation of its business.
Mutual Agency
Any person of legal age can be a partner of a partnership.
He is willing to be associated in the partnership. No one can be forced against his will to become a partner in a partnership.
Voluntary association
Their agreement whether oral or in writing becomes a contract that binds them. It is preferred that the contract must be in writing to be enforceable.
Based on Contract
They are exempted from income tax. It is a partnership formed by professionals engaging in the same profession or line of service.
General Professional Partnerships
one which the main activity is buying and selling of goods or manufacturing of goods.
Trading Partnership
one which is organized for a specific purpose or project or for rendering services.
Non Trading Partnership
a partnership wherein all of the partners are general partners. They are all personally liable for the debts of the partnership.
General Partnership
a partnership formed by one or more general partners with one or more limited partners.
Limited Partnership
one which has for its object determinate things, their use or fruits, or a specific undertaking, or exercise of a profession or vocation.
Particular Partnership
one which has no time specified and may be terminated at anytime by the will of either one or all of the partners or by mutual agreement of the partners.
Partnership at will
one which the term or period of existence of the partnership is specified.
Partnership with a fixed term
one which is in reality existing among the partners as
well as to the third parties.
Ordinary Partnership
one which is in reality not a partnership but considered as a partnership only in relation to those who by their conduct or omission are precluded to deny or disapprove its existence.
Partnership by Estoppel
one which has not complied with all the legal
requirements for its existence.
De Facto Partnership
one which has complied with all the legal requirements
De Jure Partnership
one wherein the existence of certain partners is not made
known to the public by any of the partners.
Secret Partnership
one whose existence is made known to the public by the
partners of the firm
Open Partnership
perfected by mere consent, that is, upon the express or implied agreement of two or more persons
Consensual
it has a special name or designation in our law
Nominate
it is entered into by two or more persons and the rights and obligations arising there from are always reciprocal
Bilateral
each of the parties aspires to procure for himself a benefit through the giving of something
Onerous
the undertaking of each of the partner is considered as the equivalent of that of the others.
Commutative
does not depend for its existence or validity upon some other contract.
It can stand alone.
Principal
it is entered into as a means to an end.
Preparatory
It is the one who assumes unlimited liability. He is liable for the
debts of the partnership up to the extent of his personal assets.
General partner
is the one whose liability for the debts of the partnership is only up to the extent of his interest in the partnership. His liability is limited.
Limited partner
the one whose contributions to the partnership are in the
form of money or property.
Capitalist partner
the one whose contribution to the partnership is his labor,
industry, skill, talent or professional services.
Industrial partner
is designated to manage the affairs or business operations of
the partnership.
Managing partner
has financial interest in the firm but does not take active part in the business although he may be known to the public as a partner.
Silent partner
takes active part in the partnership and known to the public as a partner in the partnership whether or not he has an actual interest in the firm
Ostensible partner
not really a partner having no financial interest in the partnership nor a party to the agreement of the partnership, but represented as being in fact a partner and make liable as a partner.
Nominal partner
has financial interest in the firm and takes active part in the
business but he is not known to the public as a partner.
Secret partner
Does not take active part in the management and is not known to the public as a partner
Dormant Partner
In charge of the winding up of the partnership affairs in case of dissolution
Liquidating partner
