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AE 112 > Partnership Formation > Flashcards

Partnership Formation Flashcards

1
Q

What is a partnership?

A

A partnership is a voluntary association of two or more
persons for the purpose of conducting a business for profit.

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2
Q

What governs the formation and operation of partnerships in the Philippines?

A

Partnership Law of the Civil Code

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3
Q

What should be the format of a partnership agreement?

A

It may be oral or written. However, to produce a sound business practice, there should be a written agreement avoid misunderstanding.

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4
Q

What are the different types of contribution that a partner may give to the partnership?

A

Money
Property (Noncash)
Industry (Labor)

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5
Q

What can a limited partner contribute?

A

Money or property only.

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6
Q

What is the purpose of a partnership?

A

To secure profits and to divide the same among the partners.

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7
Q

What do you call the partnership contract which specifies all the rights, duties, and obligations of the partners among themselves and/or in relation to the partnership?

A

Articles of Partnership

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8
Q

When is a partnership conceived?

A

The moment the partners of the contract reach an agreement, not necessarily when they are registered with he Securities and Exchange Commission or SEC.

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9
Q

Why should a partnership be of voluntary association?

A

Because a partnership includes risks and responsibilities. The partners will assume the debt and the risks of the partnership. So, it will need people who are willing to assume these risks and who are financially responsible.

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10
Q

What makes the life of a partnership limited?

A

A partnership is a voluntary association of two or more
persons for the purpose of conducting a business for profit. When a partnership is terminated, its life ends.

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11
Q

This refers to the termination of the life of an existing
partnership.

A

Dissolution

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12
Q

What does it mean for a partnership to be a separate legal personality from its owners?

A

The partnership is not the partners but a separate legal person under the law.

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13
Q

What does unlimited liability mean?

A

Partners, including industrial partners , are liable with their separate properties for all obligations
contracted by the partnership. Each partner, except for the limited partner, is individually
liable for all the debts of the business. This means that if the assets of the partnership cannot pay for its liabilities, then the personal assets of the partners, other than those already
contributed to the partnership, should be used to satisfy such liabilities after paying his
personal liabilities on a pro-rata basis.

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14
Q

Can a partner dispose of his interest in the partnership?

A

Yes, but only with consent from the other partners.

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15
Q

Can a partner dispose of his share in profits?

A

Yes, because essentially, his share in the profits is his personal property.

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16
Q

What are the kinds of partnership as to object of partnership?

A

Universal Partnership
Particular Partnership

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17
Q

This partnership is one in which the parties jointly agree to contribute to
the common fund their whole property.

A

Universal Partnership

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18
Q

This partnership is one in which the whole property
of each partner at the time of the constitution of the partnership becomes the
common property of all of the partners, as well as the profits which they may acquire
therewith.

A

Universal Partnership of all Present Property

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19
Q

This partnership is one in which only all the property acquired
through the work and industry of the partners during the existence of the partnership
become part of the common fund.

A

Universal Partnership of Profits

20
Q

This partnership is one in which the parties combine to pursue a single individual
transaction or enterprise and divide among themselves the benefits there from.

A

Particular Partnership

21
Q

What are the types of partnerships according to the liability of the partners?

A

General Co-partnership
Limited Partnership

22
Q

This partnership is one in which all the partners are general partners who may
act publicly in behalf of the firm. Furthermore, each of the partners may be held
individually liable for obligations of the partnership.

A

General Co-partnership

23
Q

This partnership is one in which there is at least one general partner and at least
one limited partner, with the limited partner not being liable for partnership debts
except to the extent of his contribution to the partnership.

A

Limited partnership

24
Q

What are the kinds of partnerships according to its duration?

A

Partnership at will
Partnership with a fixed term

25
Q

This partnership is one in which no time is specified and is not formed for a particular
undertaking or venture and which may be terminated anytime by mutual agreement of the partners, or by will of any one partner alone;

A

Partnership at Will

26
Q

This partnership is one in which the term or period for which the partnership is to exist is fixed or agreed upon; or one formed for a particular undertaking.

A

Partnership with a Fixed Term

27
Q

What are the types of partnerships according to representation to others?

A

Ordinary Partnership or Real Partnership
Partnership by Estoppel or Ostensible Partnership

28
Q

This partnership is one that actually exists among the
partners and also as to third persons.

A

Ordinary Partnership or Real Partnership

29
Q

This partnership is one which in reality is not a partnership, but is considered a partnership only in relation to those who, by their conduct or admission, are precluded to deny or disprove its existence.

A

Partnership by Estoppel or Ostensible Partnership

30
Q

What are the kinds of partnerships according to representation to others?

A

De Jure partnership
De facto Partnership

31
Q

This partnership is one that has complied with all the requirements for its
establishment.

A

De Jure Partnership

32
Q

This partnership is one that has failed to comply with all the legal requirements
for its establishment.

A

De facto Partnership

33
Q

This partnership is one, wherein the existence of certain persons as partners, are not made known to the public by any of the partners.

A

Secret Partnership

34
Q

This partnership is one whose existence is made known
to the public by any of the partners.

A

Open Partnership or Notorious Partnership

35
Q

This partnership is one whose main activity is the manufacture or purchase and sale of goods.

A

Commercial Partnership or Trading Partnership

36
Q

This partnership is one that is organized for the purpose of rendering services, such as a firm of accountants, lawyers, engineers or medical practitioners.

A

Professional Partnership or Non-Trading Partnership

37
Q

This partner is one who is liable for partnership debts up to the extent of his personal assets or those not contributed to the partnership when all the partnership assets shall have been exhausted. He is also known as Real Partner.

A

General partner

38
Q

This partner is one who is liable for partnership debts up to the extent of his capital
contribution. He is also known as Special Partner.

A

Limited Partner

39
Q

This partner is one one who has all the rights, powers and subject to all the restrictions of a general partner as to creditors but whose liability is limited to his capital
contribution as to the other partners.

A

General-Limited Partner

40
Q

This partner is one who contributes money or other property to the common fund
of the partnership. The capitalist partner is prohibited in engaging to any operations
that is of the same kind of business in which the partnership is engaged, unless there is an agreement to the contrary.

A

Capitalist Partner

41
Q

This partner is one who contributes his work, labor or services to the partnership.
An industrial partner shares in the partnership profits but not in losses.

A

Industrial Partner

42
Q

This partner is one who contributed money or property as wells his services to the partnership.

A

Capitalist-Industrial Partner

43
Q

This partner is one who is not actively involved in the conduct of the business of the
partnership although he may be known to be a partner.

A

Silent Partner

44
Q

This partner is one who takes no active part in the business and is not known or
held out as a partner. The term is synonymous to Sleeping Partner.

A

Dormant Partner

45
Q

This partner is one who does not take active part in the business, makes no
investment, but permits his name to be used by the partnership for accommodation or
for a consideration.

A

AE 112 (3 decks)

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