A – LAW ON PARTNERSHIP:
 Concept of partnership,
characteristics, elements and
essential features. Art. 1767
ARTICLE 1767. By the contract of partnership 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.
Two or more persons may also form a partnership
for the exercise of a profession. (1665a)
PARTNERSHIP
- a contract of two or more competent
persons to place their money, effects, labor
and skill, or some or all of them, in lawful
commerce or business and to divide the
profits and bear the losses in certain
proportions.
- an association of two or more persons to
carry on as co-owners of a business for profit
- a legal relation based upon the express or
implied agreement of two or more
competent persons whereby they unite their
property, labor or skill in carrying on some
lawful business as principals for their joint
profit.
Characteristic elements of partnership.
The contract of partnership is:
(1) Consensual, because it is perfected by mere
consent, that is,
upon the express or implied agreement of two or
more persons;
(2) Nominate, because it has a special name or
designation in
our law;
(3) Bilateral, because it is entered into by two or
more persons and the rights and obligations arising
therefrom are always reciprocal;
(4) Onerous, because each of the parties aspires to
procure for himself a benefit through the giving of
something;
(5) Commutative, because the undertaking of each
of the partners is considered as the equivalent of
that of the others;
(6) Principal, because it does not depend for its
existence or validity upon some other contracts;
and
(7) Preparatory, because it is entered into as a
means to an end, i.e., to engage in business or
specific venture for the realization of profits with
the view of dividing them among the contracting
parties.
A partnership contract, in its essence, is a contract
of agency.
Essential Features of Partnership
(1) There must be a valid contract;
(2) The parties (two or more persons) must have
legal capacity to enter into the contract;
(3) There must be a mutual contribution of money,
property, or industry to a common fund;
(4) The object must be lawful; and
(5) The primary purpose must be to obtain profits
and to divide the same among the parties.
 articles of partnership must not be kept secret
among the members; otherwise, the association
shall have no legal personality and shall be
governed by the provisions of the Civil Code
relating to co-ownership.
 Partnership as a juridical person. Art.
1768
 Rules to determine existence of
partnership. Art. 1769
 Partnership distinguished from other
forms of organization or association
 Formalities and object of partnership.
Art. 1770-Art.1775
 Classification of partnerships; Kinds of
partnerships. Art. 1776-Art. 1783