Partnership Flashcards
Partnership
General Rule: A partnership may be constituted in any form. Except
Except?
- whenever immovable property is contributed thereto, kelangan i-inventory and signed by the parties, and attached to the public instrument (notary). Pag di sinunuod to, VOID ang partnership
- Capital is P3000 or more - the contract of partnership must appear in a public instrument, which must be recorded in the SEC. This does not in any way affect the validity of partnership as it is intended only to affect third persons
u·su·fruct
the right to enjoy the use and advantages of another’s property short of the destruction or waste of its substance
Naked ownership
ownership where the right to the use and the fruits have been denied
Partnership
Pship vs. Corporation:
Number of organizers?
Existence?
Liabs of owners?
Start of Legal Personality?
Right of succession?
Number of organizers
P - two or more
C - Not more than 15
Existence
P - No time limit, except will of the parties
C - Now perpetual under Revise Corporation Code
Liabs of owners
P- May extend to private propery
C - Liable only up to their capital contributions
Start of Legal Personality
P- from the time the contract begins
C- from issuance of the certificate of Registration / Incorporation
Right of succession
P- None. death, retirement, insolvency, civil interdiction or insanity of a partner dissolves the partnership
C- Yes. Such causes do not dissolve a corporation
Partnership
(Obligation of a Partner)
Prohibition to engage in other businesses:
1. Industrial Partner - Explain
2. Capitalist Partner - Explain
- Industrial Partner
- cannot engage in business for himself EXCEPT when the capitalist permit him to do so
-effect of non-compliance, the Capitalist partners may either:
a. exclude him from the firm,
b. avail themselves of the benefits which he may have obtained in violation of this provision - Capitalist Partner
-the prohibition is limited to BUSINESSES IN THE SAME INDUSTRY
-Exceptions:
a. when expressly stipulated
b. partners allow him
c. partnership is already non-existent
d. when the capitalist partner becomes limited partner
-Effect of non-compliance:
a. he shall bring to the partnership all the profits illegally obtained
b. he is liable personally for all the losses
c. he maybe ousted for loss of trust and confidence
Partnership
(Obligation of a Partner)
Explain collection of Managing Partner from a common debtor (debtor of MP and partnership)
- if MP issued receipt in the name of partnership, the payment shall be applied to the partnership credit
- if the MP issued receipt under his name THE PAYMENT SHALL BE PRORATA. EXCEPT, the debt to him is more onerous
Partnership
Notes for FIRM NAME:
If a limited partner included his name in the firm name, he shall be liable as____
General Partner
Partnership
Partner by estoppel
Stranger who includes his name in the firm but do not have rights of partners
Partnership
General Rule: All partners, including INDUSTRIAL ONES, shall be liable PRO RATA with their property and after partnership assets have been exhausted
Any stipulation exempting Industiral partner is VOID
Partnership
Solidary Liability for Torts/Quasi Delict
Explain
Wrongful act or omission of any partner acting in the ordinary course of business, with authority of copartners. The partnership is liable therefor to the same extent as the partner so acting or omitting to act
Partnership
A. Distribution of Profits
a. if no agreement, in accordance with?
B. Distribution of Losses?
C.
A)
a. Capital Contribution
b. Or equally on the presumption that partners contributed equally
c. Industrial partner shall receive such share as may be just and equitable
d. Note here pag may agreement sa losses lang at wala sa profit, capital contribution padin!
B)
a. In accordance with agreement as to distribution of losses
b. If no agreement as to losses, same proportion as to the agreement for profits
c. If no agreement as to losses and profits, in proportion to contribution BUT the Industrial Partner shall not be liable for losses
d. equally on the presumption that partners contributed equally
e. Note here pag may agreement sa PROFIT lang at wala sa losses, gagamitin ung sa profit!
Partnership
Limited Partnership
Name of the partnership mus have word “Limited” of “LTD”, otherwise, the partnership will be treated as General Partnership
If one lang ang General Partner, at nagretire, death, insanity or civil interdiction, Dissolve and Partnership! Except: may naging Genral Partner ulit
Partnership
Limitations on Limited Partner (3):
- Cannot be an Industrial Partner. His contribution must always be money or property
- His surname should not appear in the partnership name, unless:
a. it is also surname of general partner, or
b. name na talaga ng pship yun prior to time when limited partner become such - the limited partner cannot take part in the mgmt of the pship
any violation of the above, shall be deemed as general partner
Partnership
Affectio Societatis
the desire to formulate an ACTIVE union with people among whom there exist mutual confidence
Partnership
Delectus Personae
Personal Choices, which pertains to the right to choose who to associate with, is also applicable
May karapatan kang pumili ng partner at kumalas pag gusto mo. Bahala ka sa buhay mo
