Features of a Partnership

8/3/2019 Features of a Partnership

1/14


2/14


3/14


4/14


5/14

1. Partnership is created by agreement among partners while co-

ownership may be created by agreement or the operation of the

law.

2. Partnership is created primarily for profit while co-ownership does

not necessarily exist for profit. Profit may only be incidental.

3. The rights of the partners in a partnership is not transferred to hisheirs while the rights of the co-owners descend to his heirs.

4. Partners cannot dispose of their interest in the partnership without

the consent of the other partners while in a co-ownership the co-

owner can dispose of his right even without the consent of the other

co-owner.


6/14

CONJUGAL PARTNERSHIP- is different from a partnership in that it arises from the

celebration of a marriage. It is considered an inviolable social institutionwhose incidents are determined by law. Partnership is created by

agreement.

SYNDICATE- a partnership and a syndicate are practically the same but a

syndicate is always organized for a temporary undertaking.

PARTNERSHIP CONTRACT- may either be oral or written. When the partnership contract is

oral and the essential requisite of the contract is present, the contract is

binding.


7/14

REGISTRATIONOFA PARTNERSHIP

Is necessary as a condition for the issuance of license to

engage into business. The determination of the capital to becontributed is a necessary factor for registration. The partnership

cannot evade tax liability in this case. The public should be able

determine more accurately their membership and capital before

dealing with the business.

Failure to register a partnership does not prevent the

partnership to acquire Juridical Personality. When immovable

properties are contributed by partners, the law requires that the

contract of partnership must be a writing a public instrument. An

inventory of the properties must be made and attached to the public

instrument. All immovable properties acquired by the partnershipincluding interest there in must only be acquired in the partnership

name. The title of such property must also be in the partnership name.


8/14

In forming a partnership the partners must take into

consideration the constitutional limitation. Under the Philippine

constitution, an organized partnership with 60% of the capital of whichis owned by aliens, is qualified under the constitution to own real

properties whether land, be it an agricultural, residential, or

commercial property.


9/14

PRE-REGISTRATION REQUIREMENTS


10/14

A. Basic Requirements of Partnership

1. Name Verification Slip

2.Articles of Partnership

3. Undertaking to change name

4. Registration Data Sheet

5. If it is a Limited Partnership, the word "Limited" is added to the name.

Articles of partnership of limited partnership should always be under oath

only (JURAT) and not acknowledged by the partners before a notary

public.

6. Clearance from government agencies concerned is also applicable in

forming a partnership.


11/14

B. Additional Requirements for Partnership

1. License of custom brokers for custom brokerage.

2. Partnership with foreign partners:

a. Foreign InvestmentAgentApplication Form

b. Proof ofInward Remittance of non-resident alien partner or affidavit

manifesting intention not to register investment with the Banko Sentral

ng Pilipinas.

c. If the document is signed outside the Philippines, the same must be

duly authenticated by the Philippine ConsularOffice in the place where

it is executed.


12/14

Steps in Registration:1. Secure name verification slip from the Records Division.

2. Proceed to Cashier for payment of filing fee.

3. Submit documents to the Receiving Unit ofRecords Section.

4. The documents are then forwarded to the Company Registration and

Monitoring Department (CRMD) and assigned to the processors.

5. The documents are sent to typing pool for certificate of registration andreturned to processing lawyer and Assistant Director for initials.

6. The papers are then forwarded to the Director for signature of the

certificate of registration of partnership,

7. The certificate of registration are then forwarded to the Releasing Unit,

records division (Ground Floor) and may be claimed upon presentation of

the receipt of filing fee.


13/14

How to register a PARTNERSHIP with the SEC

The manner of registering a partnership is similar to that of acorporation:

1. Verify and reserve the proposed partnership name. You could do

this the hard way, at the SEC VerificationUnit, located at the SEC

Building, EDSA, Greenhills, Mandaluyong City (right across the

Philippine Overseas EmploymentAdministration [POEA] and the EDSAShrine). If you want to make your life a bit easier, you could do the

verification and registration online, through the SEC-iRegister, a 24-7

portal.After paying the reservation fee, you will get a Name Verification

Slip, which is submitted together with the other requirements.

2. Prepare the Articles of Partnership. This is equivalent to the

Articles ofIncorporation, whicih is one of the required documents for

corporations.


14/14

3. Prepare the: (i) Written Undertaking to Change Partnership Name by

any Partner; and (ii) Registration Data Sheet. There are additional

requirements for certain partnerships, like customs brokerages, which

are required to submit the customs broker licenses and professional tax

receipts (PTR) of at least two partners.

4. File the complete documents with the SEC, upon payment of the

requisite filing fees.

Features of a Partnership

Documents

Transcript of Features of a Partnership