PARTNERSHIPS CHAPTER 1: General Provisions

Php 3,000 or more.

A contract must appear in a public instrument and be registered with the SEC when the capital is...?

Ostensible partner

A partner in name only, who has no real interest in the partnership. Also called nominal partner.

Industrial partner

A partner who contributes only his work, labor, or industry to the partnership.

Partner by estoppel

A partner who is not really a partner, not being a partner to a partnership agreement, but is liable as a partner for the protection of innocent third persons.

Conjugal Partnership of Gains

A partnership formed by the marriage of husband and wife by virtue of which they place in a common fund the tribute and income from their separate properties

When immovable property or real rights are contributed, then a public instrument shall be necessary.

A partnership may be constituted in any form, except when...?

Partnership at will

A partnership with no fixed duration. Any of the partners may leave at any time, for any reason.

Limited Partnership

A partnership with one or more general partners and one or more limited partners.

Limited partner

A person who invests money in a business but has no management responsibility or liability for losses beyond the amount he or she invested in the partnership.

Delectus personarum

Allows partners to have the power, although not necessarily the right, to dissolve the partnership.

Silent partner

An individual who takes no active part in the management of a partnership, but has capital invested in the business.

No. They are not considered money, but only REPRESENTATIVES of money.

Are checks allowed as a form of contribution to the partnership?

By Law

Are ordinary partnership governed by stipulation or by law?

Yes. It is evidence of obligation and goodwill, so it is considered PROPERTY.

Are promissory notes allowed as a form of contribution?

Yes, because it is created by law.

Can a co-ownership be created without contract?

Onerous

Characteristic element of partnership wherein each of the parties aspire to procure for himself a benefit.

Principal

Characteristic element of partnership wherein it does not depend for its existence/validity upon some other contract.

Nominate

Characteristic element of partnership wherein it has a special name or designation in our law.

Preparatory

Characteristic element of partnership wherein it is entered into as a means to an end.

Bilateral

Characteristic element of partnership wherein it is entered into by two or more persons; rights and obligations are always reciprocal.

Consensual

Characteristic element of partnership wherein it is perfected by mere consent; express or implied agreement between two or more parties.

Commutative

Characteristic element of partnership wherein the undertaking of each partner is considered equivalent to that of the others.

No. They are governed by the provisions relating to co-ownership.

Do secret partnerships have juridical personality?

No. Although it is an essential element of such.

Does Co-ownership establish the existence of a partnership?

In case of disagreement, where the husband's decision should prevail.

In a conjugal partnership, the management of property belongs to both spouses jointly except when?

Voluntary

Is a partnership voluntary or involuntary in association?

Delectus personae

Latin for "choice of persons", imparting the right of one partner to approve or choose other partners.

Partnership by estoppel

Occurs because someone does or says something that leads a third party to believe that a co-ownership exists.

Particular partnership

One which has for its object determinate things, their use or fruits, or a specific undertaking or the exercise of a profession or vocation.

Liquidating partner

One who is designated to wind up or settle the affairs of the partnership upon dissolution.

Subpartner

One who not being a member of the partnership, contracts with a partner with reference to the latter's share in the partnership.

Dormant partner

Partner neither known to the public nor active in management. He is both a silent and a secret partner.

Capitalist partner

Partner who contributes money or property to the common fund of the partnership.

Secret partner

Partner who is not known to the public as a partner yet participates in management.

Surviving partner

Partner who remains after a partnership has been dissolved by the death of any partner.

Universal partnership of all present property

Partners contribute all their present property to a common fund with the intention of dividing among themselves the property and all the profits they may acquire therewith.

General Professional Partnership

Partnership for the exercise of a profession.

Professional or non-trading partnership

Partnership formed for the exercise of profession.

Commercial or trading partnership

Partnership formed for the transaction of business.

General partnership

Partnership in which partners share equally in both responsibility and liability.

Universal partnership

Partnership that may refer to all the present property or to all the profits as to its object.

Ordinary or real partnership

Partnership which actually exists among the partners and also as to third persons.

Universal partnership of profits

Partnership which comprises all that the partners may acquire by their industry or work during the existence of the partnership and the usufruct of movable or immovable property which each of the partners may possess at the time of the institution of the contract.

De jure partnership

Partnership which has complied with all the requirements for its establishment.

De facto partnership

Partnership which has failed to comply with all the legal requirements for its establishment.

Particular partnership

Partnership which has for its object determinate things, their use or fruits, or a specific undertaking or the exercise of a profession or vocation.

Profit

Primary intention or purpose of a partnership.

TRUE. The exception being partnership by estoppel.

TRUE OR FALSE: A partnership does not exist to third persons if no contract of partnership, express or implied, has been entered between the parties themselves.

FALSE

TRUE OR FALSE: It is necessary to divide the profits in equal shares, demonstrating the equal power of the partners.

FALSE. It is sufficient that profit is the principal purpose.

TRUE OR FALSE: The realization of profit should be the exclusive aim of a partnership.

FALSE. It is merely presumptive, not conclusive evidence.

TRUE OR FALSE: The sharing of profits is conclusive evidence of partnership

FALSE. A partnership can be created INFORMALLY.

TRUE or FALSE: A partnership must be created formally as its existence should be proved by the conduct or acts of the parties.

FALSE. Immovable property will be acquired in the PARTNERSHIP name.

TRUE or FALSE: Immovable property can be acquired in the partners' name.

FALSE. All partners are PERSONALLY LIABLE for the debts of the partnership.

TRUE or FALSE: The partnership itself is liable for debts incurred under it due to it juridical personality.

FALSE. Any tools or proceeds of the crime shall be forfeited in favor of the government.

TRUE or FALSE: The profits of an unlawful partnership shall be confiscated, but not the contributions of the partners.

FALSE. It is a partnership that has no specific duration. A co-ownership must have an agreement to keep the thing/right undivided for NO MORE THAN 10 YEARS.

TRUE or FALSE: There is no limitation in the duration of a co-ownership.

Juridical Personality

The corporation itself acts as a "person" and may therefore sue and be sued, may make contracts, and may hold property.

Managing partner

The partner in a law firm who makes decisions relating to the firm's policies and procedures and who generally oversees the business operations of the firm.

Continuing partner

The partner who continues the business of a partnership after it has been dissolved.

Profession

The practice of which academic learning is required; prime purpose is public service.

PARTNERSHIP

Two or more persons bind themselves to contribute money, property, or industry to a common fund.

Void Ab Initio

Void from the beginning.

(c) Legality and Community of benefit of the partners

What are the essential elements of a contract of partnership? 1. Legality 2. The bylaws 3. Community of benefit of the partners (a) 1 and 2 (b) 2 and 3 (c) 1 and 3 (d) All of the above

Common enjoyment of the thing/right.

What is the primary purpose of a co-ownership?

To regulate the property relations of spouses during the marriage.

What is the primary purpose of a conjugal partnership of gains?

Co-ownership or Co-possession

When the ownership of an undivided things or right belongs to different persons.

(c) Because only deaf-mutes who do not know how to write cannot act with legal effects.

Which CAN LEGALLY give their consent to a contract of partnership? (a) A ten year old boy. (b) Insane or demented persons (c) Literate deaf-mute person (d) Persons who are suffering from civil interdiction (deprived rights) (e) Incompetents who are under guardianship.

(a)

Which is FALSE? (a) In an ordinary partnership, the shares of the partners are divided according to law. (b) In a conjugal partnership, the shares of the spouses are divided equally. (c) In an ordinary partnership, the shares of the partners are divided according to agreement. (d) In an ordinary partnership, the shares of the partners are divided in proportion to their capital contributions.

(b) Because there is no contribution of capital in a voluntary association.

Which is NOT a characteristic of a voluntary association? (a) No juridical personality (b) Contribution of capital in the form of registration (c) Members are individually liable

(c) Because there must be mutual contribution of money, property, or industry to a COMMON fund.

Which is NOT an essential feature of a partnership: (a) There must be a valid contract. (b) The parties must have legal capacity to enter into the contract. (c) There must be mutual contribution of money, property, or industry to be divided amongst individual funds. (d) The object must be lawful. (e) The primary purpose must be to obtain profits and to divide them among the parties.

Industry

Work or services contributed, whether personal manual efforts or intellectual. Permitted in the absence of money or property.

NO. Future property CANNOT be contributed in a partnership. Property must be determinate.

YES or NO: Future property can be contributed in a partnership.

Profession

a group of men pursuing a learned art as a common calling in the spirit of public service.