PARTNERSHIP

Characteristics: CBP-PON
1. Consensual perfected by mere consent
2. Bilateral entered into by 2 or more
persons
3. Principal Doesnt depend any other
contract
4. Preparatory means by wc other contract
entered into
!. "nerous contribute #P$ to a common
fund
%. &ominate has a special name 'i(en it by
law
Essential Requisites - VMLC
1. )alid contract *delectus personae +, free
to choose-
2. #utual contribution of #$P
3. .awful ob/ectpurpose
4. Common bene0tinterest
Fr!s: Oral r "ritten
12cept3
1. 4here immo(able property or real ri'hts
contributed *re'ardless the amount- *1-
must be in public instrument and *2- the
in(entory must be made5 si'ned5 and
attached to the instrument.
$f not complied *1- contract is (oid *2-
partnership will not ha(e any /uridical
personality.
2. 4here the capital is P 35666 or more in
money or property5 *1- must be in P$5 and
*2- re'istered in 71C.
$f not complied *1- contract is still (alid
*2- the liability to 3
rd
persons is not
a8ected.
3. $f it is limited partnership it is re9uired to
ha(e a certi0cate under oath si'ned by the
partners and recorded with the 71C.
$f not complied the partnership is
considered 'eneral.
#in$s % Partnershi&
1. :ni(ersal Partnership either :P of all
present property or :P of pro0ts.
:P of all present property partners
contribute all the property wc actually
belon'ed to them.
Property wc shall belon' to the common
fund3 *1- property at the time of
constitution *present property- *2- pro0ts
ac9uired from present property *3-
property ac9uired after the formation but
only if stipulated
:P of pro0ts comprises all that the
partners ac9uire by their wor; or industry
durin' the e2istence of the partnership.
Pro0ts wc shall belon' to the partnership3
*1- pro0ts obtained by the partners by
their wor; or industry durin' the e2istence
of the partnership *2- the usufruct *the
use- of the property belon'in' to each
partner at the time of the constitution of
the partnership *3- the pro0ts and fruits
from the properties mentioned in 1<2 *4-
pro0ts or fruits5 if stipulated5 of property
ac9uired by each partner after the
constitution of the partnership.
=ules in case :P is wout any speci0cation
only constitute :P of pro0ts.
Prohibition to enter into a :P
*a- Donation between spouses durin' the
marria'e.
*b- Persons who were 'uilty of
adulteryconcubina'e.
*c- Persons found 'uilty of the same
criminal o8ense.
*d- >o a public o?cer or his wife5
descendants or ascendants.
2. Particular Partnership has for its ob/ect
determinate thin's5 their use or fruits5 or a
speci0c underta;in'5 or the e2ercise of
profession.
3. @eneral Partnership all the partners are
'eneral partners who are liable to the
e2tent of their separate property after the
partnership assets ha(e been e2hausted.
4. .imited Partnership >here is at least one
'eneral partnership and one limited
partnership. >he limited partners are liable
only to the e2tent of their in(estment.
!. Partnership for a 02ed term its duration is
02ed by the partners such a term of !
years.
%. Partnership for a particular underta;in'
or'aniAed for a certain underta;in'5 when
attained5 will cause the termination of the
partnership.
B. Partnership at will no period is 02ed5 may
be terminated at will by the partners.
C. "rdinary Partnership one wc actually
e2ists amon' the partners as well as to
third persons.
D. Partnership by estoppel one which in
reality is not a partnership but is
considered as one.
#in$s % Partner
1. @eneral Partner liable for partnership
debts to the e2tent of his separate
property.
2. .imited Partner liable for partnership
debts to the e2tent of his capital
contribution.
3. @eneral+limited has all the ri'hts and
powers and sub/ect to all restrictions of a
'eneral partner. .iable pro+rata to
partnership creditors and can demand
reimbursement.