Partnership Flashcards
Partnership is a contract wherein two or more persons agreed
- to contribute MPI
- to divide profits
- to exercise profession (GPP = Particular Partnership)
As a contract, it must have a lawful object / purpose. What will happen if it is unlawful?
Yes
dissolve → profits will be in favor of government
Characteristics (BCCNOPP)
- same as contract
- Bilateral, Consensual, Commutative
- Nominate, Onerous, Principal
- + Preparatory
Yes
Partnership is a juridical person → separate juridical personality
What if the partners are insolvent? What will happen to the partnership?
dissolve
Cases when There is No Partnership
- Between persons who are not partners as to each other
- Co-ownership or co-possession (!!!)
- Sharing of gross returns
Yes
Receipt of share of profits of the business → prima facie evidence that he is a partner
EXCEPTIONS
- As a debt by installment or otherwise
- As wages of employee
- As rent to a landlord
- As annuity to a widow or representative of a deceased partner
Yes
WHO MAY BECOME A PARTNER?
- Natural Person ✓
- Partnership ✓
- Corporation ✓
Yes
Form - can be oral or written
What is the form required
- if capital is 3K or more? if not complied, what is the effect?
- if immoveable property is contributed? if not complied, what is the effect?
Capital is 3K or More
- partnership contract in public instrument
- registered in SEC
- not complied → still valid
Immoveable Property
- partnership contract in public instrument (PISA)
- inventory signed and attached to public instrument
- not complied → void
Kinds of Partnership
- General → all must be general partners
- Limited → at least 1 general, at least 1 limited
Yes
Kinds of Partnership
- Universal Partnership of all Present Property
- Universal Partnership of all Profits
What are automatically included as contributions?
If ambiguous → only a universal partnership of all profits
Universal Partnership of all Present Property
- present property
- profits of present property
Universal Partnership of all Profits
- present property → usufruct only
- profits acquired by work or industry
Kinds of Partnership
- Universal Partnership of all Present Property
- Universal Partnership of all Profits
What are stipulated to be listed as contributions?
If ambiguous → only a universal partnership of all profits
Universal Partnership of all Present Property
- future property (XPN : inheritance)
- profits of future property (even if from inheritance)
- other profits
Universal Partnership of all Profits
- profits acquired by chance
- profits of future property (even if from inheritance)
Persons not allowed to donate to each other
- Husband and wife
- Guilty of adultery and concubinage
- Guilty of the same criminal offense
- Public officer by reason of his office
Since they cannot donate to each other, they are not allowed to form a partnership. True or False?
False (they are not allowed to form a UNIVERSAL partnership)
