CHAP 1

• Partnership


  Contract where 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
• Profession


  A group of men pursuing a learned art as a common calling in the spirit of public service
• Essential features of a partnership

  • Valid contract
  • Parties have legal capacity
  • Mutual contribution of money, property, or industry to a common fund
  • Lawful object or purpose
  • Primary purpose is to obtain profits and divide them
  • Partnership has a juridical personality separate from individual partners
• Juridical personality

  Partnership has a separate and distinct personality from the individual partners
• Rights of a juridical person

  • Right to acquire property
  • Right to incur obligations
  • Right to sue and be sued
• Formalities required

  • General rule: Contract may be in any form

  Exceptions:

  1. If immovable property or real rights are contributed:

  • Contract must appear in public instrument
  • Inventory of contributed property must be attached

  1. If capital is at least P3,000:

  • Contract must appear in public instrument
  • Must be recorded with SEC
• Kinds of partnership


  • As to legality of existence:
  • Partnership de jure
  • Partnership de facto

  As to object:

  • Universal partnership
  • Particular partnership

  As to duration:

  • For fixed term/particular undertaking
  • At will

  As to liability of partners:

  • General partnership
  • Limited partnership
• Kinds of partners


  • Capitalist partner

  Industrial partner

  General partner

  Limited partner

  Managing partner

  Liquidating partner

  Partner by estoppel

  Continuing partner

  Surviving partner

  Subpartner

  Ostensible partner

  Secret partner

  Silent partner

  Dormant partner

  Original partner

  Incoming partner

  Retiring partner