LESSON 1
CONTRACT
CONCEPT OF
PARTNERSHIP
ARTICLE
1767.
BY
CONTRACT
PARTNERSHIP
THE
OF
TWO OR MORE
TO
CONTRIBUTE MONEY,
PROPERTY,
OR
INDUSTRY
TO
A
COMMON FUND, WITH THE
PERSONS
INTENTION
BIND
OF
THEMSELVES
DIVIDING
THE
INTENTION
PURPOSE/OBJECTIVE -
PROFIT
POINTS TO REMEMBER:
PARTNERSHIP IS A SEPARATE ENTITY FROM THE PARTNERS
CREATED BY FICTION OF LAW
PARTNERSHIP, IN GENERAL
GPP
GAIN PROFIT
PRACTICE OF A PROFESSION
FIDUCIARY
NOT NECESSARY
ADVERTISES
CORPORATIONS
Creation
Created by Law or By
Operation of Law
# of Incorporators
At least 5 but not more
or Partners
than 5 INCOPORRATORS
(Except: Corporation Sole)
Commencement
At the moment of
From the date of
execution of the contract ISSUANCE the Certificate
of Incorporation by the
SEC
Powers (to be
As may be authorized by Only those granted by law
exercised)
the partners
and those implied or4
Phoebe Corazon C. Hidalgo, J.D. | Law 102
incidental thereto
Effect of Mismanagement
Right of
succession
Extent of liability
to 3rd persons
Transferability of
PARTNERSHIPS
NOT AGREED: All
partners
AGREED: The partner
assigned
Partner can sue a copartner
NO right of succession
In general, partners are
personally liable for
partnership debts to 3rd
persons
Partner cannot transfer
CORPORATIONS
Vested in the Board of
Directors or Board of
Trustees
Derivative Suit -Corporations may be
succeeded
Shareholders are liable
ONLY to the extent of the
shares subscribed by
5
them
SH can generally transfer
CHARACTERISTIC ELEMENTS OF A
PARTNERSHIP CONTRACT
1.Consensual
2.Nominate
3.Bilateral
4.Onerous
5.Commutative
6.Principal
7.Preparatory
Phoebe Corazon C. Hidalgo, J.D. | Law 102