PARTNERSHIP

Characteristics: CBP-PON1. Consensual – perfected by mere consent2. Bilateral – entered into by 2 or more persons3. Principal – Doesn’t depend any other contract4. Preparatory –means by w/c other contract entered

into 5. Onerous – contribute MPI to a common fund6. Nominate – has a special name given it by law

Essential Requisites - VMLC1. Valid contract – (delectus personae -> free to choose)2. Mutual contribution of MIP3. Lawful object/purpose4. Common benefit/interest

Forms: Oral or writtenExcept:

1. Where immovable property or real rights contributed (regardless the amount) – (1) must be in public instrument and (2) the inventory must be made, signed, and attached to the instrument.If not complied – (1) contract is void (2) partnership will not have any juridical personality.

2. Where the capital is P 3,000 or more in money or property, (1) must be in PI, and (2) registered in SEC.If not complied – (1) contract is still valid (2) the liability to 3rd persons is not affected.

3. If it is limited partnership – it is required to have a certificate under oath signed by the partners and recorded with the SEC.If not complied – the partnership is considered general.

Kinds of Partnership1. Universal Partnership – either UP of all present

property or UP of profits.

UP of all present property – partners contribute all the property w/c actually belonged to them.Property w/c shall belong to the common fund: (1) property at the time of constitution (present property) (2) profits acquired from present property (3) property acquired after the formation but only if stipulated

UP of profits – comprises all that the partners acquire by their work or industry during the existence of the partnership.Profits w/c shall belong to the partnership: (1) profits obtained by the partners by their work or industry during the existence of the partnership (2) the usufruct (the use) of the property belonging to each

partner at the time of the constitution of the partnership (3) the profits and fruits from the properties mentioned in 1&2 (4) profits or fruits, if stipulated, of property acquired by each partner after the constitution of the partnership.

Rules in case UP is w/out any specification – only constitute UP of profits.

Prohibition to enter into a UP(a) Donation between spouses during the marriage.(b) Persons who were guilty of

adultery/concubinage.(c) Persons found guilty of the same criminal

offense.(d) To a public officer or his wife, descendants or

ascendants.

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

3. General Partnership – all the partners are general partners who are liable to the extent of their separate property after the partnership assets have been exhausted.

4. Limited Partnership – There is at least one general partnership and one limited partnership. The limited partners are liable only to the extent of their investment.

5. Partnership for a fixed term – its duration is fixed by the partners such a term of 5 years.

6. Partnership for a particular undertaking – organized for a certain undertaking, when attained, will cause the termination of the partnership.

7. Partnership at will – no period is fixed, may be terminated at will by the partners.

8. Ordinary Partnership – one w/c actually exists among the partners as well as to third persons.

9. Partnership by estoppel – one which in reality is not a partnership but is considered as one.

Kinds of Partner1. General Partner – liable for partnership debts to the

extent of his separate property.2. Limited Partner – liable for partnership debts to the

extent of his capital contribution.3. General-limited – has all the rights and powers and

subject to all restrictions of a general partner. Liable pro-rata to partnership creditors and can demand reimbursement.