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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
Article 1767 New Civil Code of the Philippines

Elements of a Partnership
1. Voluntary agreement
2. Agreement to contribute: money property, or industry

to a common fund
3. Intention of dividing the profits between or among the

4. Must be established for lawful purpose and for the

common benefit or interest of the partners

Advantages/Disadvantages of a Disadvantages: Partnership Easy to dissolved Advantages:

Easier and less expensive to

Unlimited liability of

organized Fewer legal requirements Easy to dissolve or liquidate Less decision makers and lesser formalities

partners Agent of partnership may prejudice the interest of the partnership Capital is limited to partners actual contribution Ownership or interest cannot be transferred without dissolving the partnership

Kinds of Partnership:
As to its Activities 2. As to Liabilities of the Partners 3. As to Duration of the Partnership 4. As to Legality of its Existence

1. As to its Activities
a. Commercial Partnership
b. Professional Partnership

2. As to Liabilities of the Partners

a. General Partnership
b. Limited Partnership

3. As to Duration of the Partnership

a. Partnership at will
b. Partnership with a fixed term

3. As to Legality of its Existence

a. De Jure Partnership
b. De Facto Partnership

Kinds of Partner:
As to its Contribution 2. As to Liability to Outsiders 3. As to Participation in Management


1. As to its Contribution
a. Capitalist Partner
b. Industrial Partner c. Capitalist-industrial Partner


2. As to Liability to Outsiders
a. General Partner
b. Limited Partner


3. As to Participation in Management
a. Managing Partner
b. Secret Partner c. Silent Partner d. Dormant Partner


Basic Rights of a Partner

To share in the profits 2. To participate in the management of the business 3. In event of liquidation; to share in the assets of the business after satisfying the claims of creditors


Articles of Co-Partnership
1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Name of the Partnership Nature of the business of the Partnership Place of Business Effective date of the Partnership and its duration Name and addresses of the Partners and the agreed capitalization of each Rights, duties, and powers of each partner including the limitations The profit and loss sharing ratio Other compensation the partners may be entitled to Partners investments and withdrawals subsequent to the partnership formation Provision for the arbitration of disputes and manner of partnership liquidation


Registration Requirements

Securities and Exchange Commission (SEC) Will issue certificate of registration

Department of Trade and Industries Will issue a certificate of registration of business name

Mayors Permit
Where the principal office of the business is located

Bureau of Internal Revenue Secure tax account number

Social Securities and System Secure the SSS certificate of membership and the SSS employer ID number