-PARTNERSHIP

Delectus Personae - the person has the right to

choose whom he has to associate in the
partnership.
Profession - is a calling in the preparation for or
practice of w/c academic learning is require and
w/c has for its prime purpose the rendering of
public service.
NOTE: 1. A CPA and a lawyer cannot for a
GPP to exercise a common field
(e.g. taxation)
2. The law does not allow
individuals to practice a profession
as a corporate entity.

PARTNERSHIP
CORPORATION
- Voluntary agreement
law
- No time limit (gen.)

- Operation of

- Not > 50 yrs. Subj.

to ext. of 50 yrs.
- Unlimited Liab.
- Limited Liab.
- NO transfer of interest unless all - Does not
need consent
partners consent.
of others.
- Can bind firm and partners - Cannot bind firm
- Partners can sue for acts of
- Cannot sue
unless in the
mismanagement.
name of the
corp.
- Starts from the time contract
- Issuance of
articles
is executed.
of corp.
Juridical Personality
1. The partnership may be adjudged
insolvent even if the partners are solvent.
2. Summons upon the managing partner
will bind the partnership. (not necessary to
summon other partners)
NOTE: The receipt of a person of a
share of profits of a business is
PRIMA FACIE evidence that he is a
partner of a business except 5
instances.
- Co-ownership does NOT establish a partnership,
even if the co-owners receive profits from the coownership or co-possession
generally created by law
no juridical personality
purpose is the common enjoyment
of a thing/right
an agreement to keep the thing
undivided for more than 10 years is
NOT allowed.

co-owner may freely dispose his

interest.
co-owner cannot represent coownership

- When an unlawful partnership is dissolved, by a

judicial decree, the profits shall be confiscated in
the favor of the state w/o prejudice to the
provisions of the Penal Code.
NOTE: Any stipulation w/c excludes one or
more partners from any share in the
profits or losses is VOID.

Personal property and capital is 3,000

- Public instrument
- SEC
- Appraisal (otherwise still VALID)
Immovable Property
- Public Instrument
- SEC
- Inventory (signed by Partners,
otherwise, VOID)
NOTE: Assoc and societies articles are kept secret - no
juridical personality = coownership only.
- If the articles does not specify the nature of the
univ. partnership, it will be presumed that the
parties intended merely a universal partnership of
profits.
- Industrial partners cannot engage in any other
business w/o the express consent of the other
partners.
Otherwise:
1. he can be excluded from the
partnership.
2. benefits he derived can be
availed of by the other partners.
NOTE: In UP-PP, prop. w/c
the partners may acquire
subsequently by
inheritance, legacy or
donation cannot be included
in such stipulation except
the fruits.
NOTE: UP-Pr, only the
usufruct passes to the
partnership, not ownership.
Ostensible = Public and open
Obligations of Partner
1. give contribution
2. not to convert firm m/p for his own use

3. not to engage in unfair comp.

4. to account as trustee
5. pay damages

6. duty to credit to the firm

7. share w/ other parties