(BLP1) NOTES IN PARTNERSHIP LAW.pdf - PHILIPPINE COLLEGE OF...

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PHILIPPINE COLLEGE OF BUSINESS AND ACCOUNTANCY LAW ON PARTNERSHIP AND CORPORATION PARTNERSHIP LAW Instructor: Noelen Monarca Carreon, CPA 1. Concepts of Partnership Two or more persons bind themselves together to contribute money, property or industry to a common fund, with the intention of dividing profits among themselves. The practice of profession 2. Characteristic elements of partnership Consensual, Nominate, Bilateral, Onerous, Commutative, Principal, Preparatory 3. Essential features 3.1 There must be a valid contract 3.2 Legal capacity of the parties to enter into the contract Unemancipated minors, insane or demented persons, deaf-mutes who do not know how to write, persons who are suffering from civil interdiction, incompetents who are under civil interdiction 3.3 Mutual contribution of money, property, or industry 3.4 Object must be lawful 3.5 Primary purpose: Obtain profits and divide the same among the parties 4. Effect of failure to comply with statutory requirements 5. Rules to determine existence of partnership In general, to establish the existence of partnership, all of its essential features or characteristics must be shown as being present. In case of doubt, Article 1769 will prevail: Persons who are not partners as to each other are not partners as to third persons Co-ownership does not establish a partnership The sharing of profits is not a conclusive evidence of partnership 6. Objects or purpose of partnership must be lawful Consequences of a partnership formed for an unlawful purpose: Contract is void ab initio Profits shall be confiscated in favor of the government The instruments or tools and proceeds of the crime shall also be forfeited in favor of the government The contributions of the partners shall not be confiscated unless they fall to the statement above. 7. Form of partnership contract It may be constituted in any form, except where immovable property or real rights are contributed thereto. A public instrument is necessary. 8. Purpose of registration It is a condition for the issuance of license to engage business or trade. By this, tax liabilities can’t be evaded and public can also determine more accurately their membership and capital before dealing with them. 9. Partnership with contribution of immovable property Inventory of said contributed property is not made, signed by the parties and attached to PUBLIC INSTRUMENT. If required document was not complied with, the contract is VOID. 10. Acquisition or Conveyance of property by partnership Immovable property may be acquired in partnership name Conveyance Prima facie ownership of real property Ownership and registration: a) partnership, b) one or more but not all partners, c) one or more or all partners, or in a third person in trust for the partnership, d) all the partners
2 11. Secret partnership without juridical personality 12. Classification of partnership As to object: Universal or Particular As to liability: General or Limited

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