PARCORP

• The new Civil Code repealed the provisions of the two codes relating to mercantile and civil partnerships
• Rules from the two American Uniform Partnership Acts were incorporated into the new Civil Code
• Partnership


  Has a juridical personality separate and distinct from that of each of the partners
• Partnerships resemble sole proprietorships, except that there are two or more owners of the business
• Each owner in a partnership is called a partner
• Partnerships are often formed to bring together various talents and knowledge
• Partnerships provide a means of obtaining more equity capital than a single individual can obtain and allow the sharing of risks for rapidly growing businesses
• The exercise of a profession is not strictly a business or an enterprise for profit but the law allows two or more persons to act as partners in the practice of their profession
• Partnerships are generally associated with the practice of law, public accounting, medicine, and other professions
• Partnerships of service industries, retail trade, wholesale, and manufacturing enterprises may also be organized as partnerships
• Partnerships of this nature are called general professional partnerships
• Characteristics of a partnership

  • Mutual Contribution
  • Division of Profits or Losses
• There cannot be a partnership without the contribution of money, property, or industry to a common fund
• The essence of partnership is that each partner must share in the profits or losses of the venture
• In a limited partnership, the limited partners are liable only to the extent of their personal contributions
• In a limited partnership, the law states that there shall be at least one general partner
• Partnership types according to duration

  • Partnership with a fixed term or for a particular undertaking
  • Partnership at will. One in which no term is specified and is not formed for a particular undertaking
• Partnership types according to purpose

  • Commercial or trading partnership. One formed for the transaction of business
  • Professional or non-trading partnership. One formed for the exercise of a profession
• Partnership types according to legality of existence

  • De jure partnership. One which has complied with all the legal requirements for its establishment
  • De facto partnership. One which has failed to comply with all the legal requirements for its establishment
• Kinds of partners


  • General partner. One who is liable to the extent of his separate property after all the assets of the partnership are exhausted
  • Limited partner. One who is liable only to the extent of his capital contribution. He is not allowed to contribute industry or services only
  • Capitalist partner. One who contributes money or property to the common fund of the partnership
  • Industrial partner. One who contributes his knowledge or personal service to the partnership
  • Managing partner. One whom the partners have appointed as manager of the partnership
  • Liquidating partner. One who is designated to wind up or settle the affairs of the partnership after dissolution
  • Dormant partner. One who does not take an active part in the business of the partnership and is not known as a partner
  • Silent partner. One who does not take an active part in the business of the partnership though may be known as a partner
  • Secret partner. One who takes an active part in the business but is not known to be a partner by outside parties
• Articles in a partnership agreement may include provisions
• A common provision in a partnership agreement is the publication of the SEC
• Nominal partner or partner by estoppel is one who is actually not a partner but who represents himself as one
• Essential provisions in Articles of Partnership

  • The partnership name, nature, purpose, and location
  • The names, citizenship, and residences of the partners
  • The date of formation and the duration of the partnership
  • The capital contribution of each partner, valuation of non-cash investments, treatment of excess contribution, penalties for failure to invest
  • The rights and duties of each partner
  • The accounting period, accounting records, financial statements, audits by independent public accountants
  • The method of sharing profit or loss, frequency of income measurement and distribution, provisions for recognition of differences in contributions
  • The drawings or salaries to be allowed to partners
  • The provision for arbitration of disputes, dissolution, and liquidation
• A contract of partnership is void whenever immovable property or real rights are contributed without a signed inventory of the said property attached to a public instrument
• When the partnership capital is P3,000 or more, in money or property, the public instrument must be recorded with the Securities and Exchange Commission (SEC)
• Even if not registered, a partnership with a capital of P3,000 or more is still valid and has legal personality
• The SEC shall not register any corporation organized for the practice of public accountancy
• Dean Capistrano: '"The purpose of the registration is to set a condition for the issuance of the licenses to engage in business or trade. In this way, the tax liabilities of big partnerships cannot be evaded, and the public can also determine more accurately their membership and capital before dealing with them." (IV Civil Code of the Philippines)'
• Direksyon


  Pamamahala ng 'direktor' sa kabuuang pagsasadula ng kuwento sa pelikula
• Epektibong direksyon


  • Nagawang malinaw ang intensyon ng pelikula
  • Naisakatuparan ang layunin sa pamamagitan ng lahat ng elemento ng pelikula
• Screenplay


  Iskrip, banghay, at lahat ng nakasulat na estruktura
• Epektibong screenplay


  • Nagawang malinaw ang intensyon - karakterisasyon, diyalogo, banghay at naratibong estruktura ng pelikula
• Sinematograpiya


  Pagkuha sa wastong anggulo, timpla ng ilaw, at lente ng kamera
• Epektibong sinematograpiya


  • Malikhaing na-visualize ang nilalaman ng pelikula sa pamamagitan ng komposisyon ng pag-iilaw, galaw ng kamera at mga kaugnay na teknik
• Tunog


  Diyalogo, sound effects, at maging katahimikan
• Epektibong tunog


  • Proporsyonal ang reproduksyon, orkestrasyon, at paghahalo-halo
• Musika


  Paglapat ng mga awitin o theme song sa pelikula
• Epektibong musika


  • Nagamit upang paigtingin ang mood at emosyon
  • Nakatulong sa pagbibigay kahulugan sa karakter
  • Napatatag nito ang pace o ritmo sa paraang akma sa intensyon ng pelikula
• Disenyo


  Pamproduksyong gamit ng pelikula