Partnership Presentation ppt

5/22/2018 Partnership Presentation ppt

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Partnership Presentation


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Partnership

Rights andDuties

Dos andDonts

FamousPartnerships


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Partnership

Rights andDuties

Dos andDonts

FamousPartnerships


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What is Partnership?


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Partnership

A single business where two or

more persons share ownership

By the contract of partnership two

or more persons bind themselves

to contribute money, property, or

industry to a common fund, with

the intention of dividing the profitsamong themselves.


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Partnership

A partnership must have a lawful

object or purpose, and must be

established for the common

benefit or interest of the partners.

Two or more persons may also

form a partnership for the exercise

of a profession.


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Basic Features of a Business

Partnership

Justo Torres Jr., The Law On Business Organization, p. 6. 2008


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Voluntary Agreement

There must be a valid, purely

voluntary agreement of parties to be

partners as no person may be

compelled against his will to be apartner.


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An Association for Profit

If the aim of the association is

anything other than profit, it is

certainly not a partnership. For this

reason, associations for charity, civicor social purposes cannot be

considered partnerships. Besides, the

intention of partners must be todivide the profits.


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Contribution to a Common Fund

The partners must each contribute

money, property or industry to a

common fund as capital of the

business. Real or effective credit,such as promissory note, or other

evidence of indebtedness may be

contributed as it is consideredproperty.


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Lawful Purpose

As in other kinds of contract, the

purpose of a partnership must be

lawful and must be established for

the common benefit or interest ofthe partners. Hence, no partnership

can arise if the purpose is contrary to

law, morals, good customs, publicorder or public policy.


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Mutual Agency of Partners

A partner is considered the agent of

his co-partners and of the firm in

respect of all partnership acts. The

relationship therefore of the partnersis highly fiduciary in character.


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Articles must not be kept secret

All partners are entitled to know the

contents of the articles of

partnership and each one must be

given that opportunity equally withthe others.


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Separate Judicial Personality

A partnership organized under the

Civil Code acquires a distinct legal

personality from the partners and as

such it can act as a legal unit.


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Kinds of Partnership

as to Object


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Particular Partnership

One existing where the parties have

united to share the benefits of a

single individual transaction or

enterprise.

Blacks Law Dictionary 4th Ed. Rev.


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Universal Partnership

One in which the partners jointly

agree to contribute to the common

fund of the partnership the whole of

their property, of whatever character,and future, as well as present.



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Kinds of Partnership

as to Liability


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General Partnerships

Assume that profits, liability and

management duties are divided

equally among partners. If you opt

for an unequal distribution, thepercentages assigned to each partner

must be documented in the

partnership agreement.

www.sba.gov/content/partnership#


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General Partnerships

Partnership in which the parties carry

on all their trade and business,

whatever it may be, for the joint

benefit and profit of all the partiesconcerned, whether the capital stock

be limited or not, or the

contributions thereto be equal orunequal.



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Limited Partnerships

More complex than general

partnerships. Limited partnerships

allow partners to have limited

liability as well as limited input withmanagement decisions. These limits

depend on the extent of each

partners investment percentage.



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Limited Partnerships

A partnership consisting of one ormore general partners, jointly and

severally responsible as ordinary

partners, and by whom the business isconducted, and one or more special

partners, contributing in cash

payments a specific sum as capital to

the common stock, and who are not

liable for the debts of the partnership

beyond the fund so contributed.



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Other Types of Partnership


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Partnership at Will

A partnership at will is one in which

no term of existence has been fixed

and which may be terminated at the

will of any partners.



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Partnership with a Fixed Term

A partnership with a fixed term is one

whose period of existence has been

fixed and agreed upon by the

partners.



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Joint Ventures

Act as general partnership, but for

only a limited period of time or for a

single project. Partners in a joint

venture can be recognized as an ongoing partnership if they continue

the venture, but they must file as

such.



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Kinds of Partners

Jose Nolledo, Handbook on Partnership Law and Corporation Code, p.

24. 2002





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General Partner

A general partner is a member of a

general or limited partnership who is

responsible to third persons with his

separate property for his pro ratashare of the partnership obligations

after the partnership assets are

exhausted.


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Limited Partner

A limited partner is a member in a

limited partnership who is not liable

to third persons with his separate

property for partnership obligationsnotwithstanding the exhaustion of

the partnership assets.


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Capitalist Partner

A capitalist partner is a general or

limited partner who contributes

money or property to the common

fund of the partnership.


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Industrial Partner

An industrial partner is actually a

general partner whose contribution

to the common fund of the

partnership is his industry orservices, becomes the common

property of all the partners, as well

as all the profits which they mayacquire therewith.


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Managing Partner

A managing partner is a general

partner in a general or limited

partnership who manages or

administers the partnership businessor property either by reason of

agreement or pursuant to law.


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Winding Up Partner

A winding up partner or liquidating

partner is a member of a partnership

entrusted with the winding up of

partnership affairs upon thedissolution of the partnership.


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Ostensible Partner

An ostensible partner is one whose

name appears in the firm name, and

who is known publicly as a partner


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Quasi Partner

A quasi partners is a partner of lands,

goods, or chattels who are not actual

partners are sometimes so called.


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Secret Partner

A secret partner is one who is a

member of a partnership but is not

known to the public as such.


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Dormant Partner

A dormant partner is one who is

merely passive in the firm, whether

known or unknown, in

contradistinction to those who areactive and conduct the business of

the firm as principals.


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Special Partner

A special partner is a member of a

limited partnership, who furnishes

certain funds to the common stock,

and whose liability extends nofurther than the fund furnished. A

partner whose responsibility is

restricted to the amount of hisinvestment.


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Nominal Partner

A nominal partner is a person who is

not actually a partner but who, by his

acts or omissions, is made liable, as a

partner, to third persons forobligations of the partnership.


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Partnership

Rights and

Duties

Dos andDonts

Famous

Partnerships


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Rights of a

Partner


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Property Rights of a Partner

1. His rights in specific partnership property

2. His interest in the partnership; and

3. His right to participate in the management.


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Incidents of Right in Specific

Property



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Equal Right to Possess

Each partner has the right to possess

specific partnership property for

partnership purposes equally with the

others. But by agreement a partner alonemay possess and use a specific partnership

property for partnership purposes.


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Partners Right Not Assignable

A partners right in specific partnership

property is not assignable without the

consent of his co-partners. The reason of

the law why a partner cannot assign hisdissolution and liquidation is because it is

impossible to measure the partners

beneficial interest.

b h


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Not Subject to Attachment or

Execution

This has reference to beneficial ownership

of a partner in specific partnership property

as distinguished from the interest of a

partner in the partnership which may belevied upon by a judgment creditor.


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Not Subject to Legal Support

The beneficial ownership of a partner in

specific partnership property cannot be the

subject of legal support since the latter

obligation is personal to the partner.


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Rights and Duties

of a Partner


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Rights

1. Right of the partner to take part in the day-

to-day management of the firm.

2. Right to be consulted and heard while taking

any decision regarding the business.

3. Right of access to books of accounts and call

for the copy of the same.


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Rights

4. Right to share the profits equally or as agreed

upon by the partners.

5. Right to get interest on capital contributed by

the partners to the firm.

6. Right to avail interest on advances paid bythe partners for business purpose.


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Rights

7. Right to be indemnified in respect of

payment made or liabilities incurred or for

protecting the firm from losses.

8. Right to the use of partnership property

exclusively for partnership business only not

himself.


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Rights

9. Right as agent of the firm and implied

authority to bind the firm for any act done in

carrying the business.

10.Right to prevent admission of new

partners/expulsion of existing partners.


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Rights

11.Right to continue unless and otherwise he

himself cease to become partner.

12.Right to retire with the consent of other

partners and according to the terms-and

conditions of deed.


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Rights

13.Right of outgoing partner/legal heirs of

deceased partner.

www.preservearticles.com/201101153418/rights-duties-and-liabilities-of- artners.html


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Duties

1. To carry on the business to the greatest

common advantage

2. To be just and faithful to each other3. To render true accounts

4. To provide full information


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Duties

5. To attend diligently to his duties

6. To work without remuneration

7. To indemnify for loss caused by fraud or

willful neglect

8. To hold and use partnership propertyexclusively for the firm


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Duties

9. To account for personal profits

10.Not to carry on any competing business

11.To share losses12.To act within authority

13.Duty to be liable jointly and severally

14.Duty not to assign his interest

www.preservearticles.com/201101153418/rights-duties-and-liabilities-

of- artners.html


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Partnership

Rights and

Duties

Dos and

Donts

Famous

Partnerships


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How ToMake

SureBusiness

Will

Prosper


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THINGS TO DO

Have a written partnership agreement.

Set forth objectives of the partnership,

expected benefits to the Department's

programs, policy on endorsements and

advertising and the responsibilities of

each partner.


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THINGS TO DO

Authorize official time for employees to

work on the joint effort for which the

partnership was established.


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THINGS TO DO

Have employees who are officers in

partner organizations recuse (disqualify)

themselves from any involvement as a

federal employee in particular matters in

which that partner organization has a

financial interest.


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THINGS TO DO

Create mutually beneficial partnerships

with others whose missions may vary

from ours, as long as they are not in

conflict with our land and service ethics

or civil rights policies.


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THINGS TO DO

Talk to representatives of organizations

about sharing resources, including

money, where we are likely to

consummate an appropriate cost-sharing

agreement.


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THINGS TO DO

Allow employees to assist a community

partner in writing a grant proposal to a

DOI bureau, as long as that employee is

not part of the grant review or decision

process.

www.doi.gov/partnerships/ethics-dos-and-donts.cfm


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THINGS NOT TO DO

Endorse the products or services of the

partner organization in your official

capacity. Solicit funds or donations for your

programs from partner organizations

without specific statutory authority to

solicit and to accept donations and gifts.


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THINGS NOT TO DO

Create an organization to do what your own

agency cannot do and then enter into a

partnership with it. Accept any compensation other than your

federal salary for official duty services you

provide to partner organizations unless that

compensation is from a Federal agency.


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THINGS NOT TO DO

Use appropriated money to pay for

lobbying activities to be performed by a

partner. Control or assume any measure of practical

responsibility for the fund raising activities

of private individuals or organizations that

are partners.


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THINGS NOT TO DO

Partner on a project that is in conflict with

our stated ethics or civil rights policies.

Partner on a project that might jeopardize

the conservation of a threatened species on

adjacent private lands.


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THINGS NOT TO DO

Partner on a project with an entity that

discriminates based on race, color, national

origin, sex, religion, age, disability, political

beliefs, or marital or familial status.

Give preferential treatment to any private

organization or individual.



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4 Common Mistakes

www.businessinsider.com/taking-on-a-business-partner-dont-make-

these-4-common-mistakes-2010


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4 Common Mistakes

Not pinpointing roles

Clearly lay out each

persons roles and

responsibilities

beforehand

Donts Dos


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4 Common Mistakes

Failing to discuss long-

term goals

Discuss your specific

long-term goals openly

Donts Dos


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4 Common Mistakes

Not stipulating how to

make decisions or

resolve disputes

Introduce a formalmethod for making

decisions and

addressingdisagreements

Donts Dos


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4 Common Mistakes

Giving short shrift to

your partnership

agreement

Create a clear

agreement upfront

Donts Dos


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Partnership

Rights and

Duties

Dos and

Donts

Famous

Partnerships


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Famous Partnerships

h


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Famous Partnerships

Lucio and Susan Co

Date Started 1998Net Worth $1.9B

Business Type Retail

Famous Company Puregold

www.forbes.com/profile/lucio-and-susan-co/


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Top 10 Partnerships

hi


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Famous Partnerships

1

F P hi


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Famous Partnerships

Larry Page and Sergey Brin

Company GoogleYear Founded 1998

Why Their Partnership Works

Similar Interest

www.businessinsider.com/10-super-successful-cofounders-and-why-

their-partnerships-worked-2011-6?op=1

F P hi


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Famous Partnerships

2

F P hi


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Famous Partnerships

Steve Jobs and Steve Wozniak

Company Apple Inc.Year Founded 1976


Different Skills



F P t hi


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Famous Partnerships

3

F P t hi


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Famous Partnerships

Evan William and Biz Stone

Company TwitterYear Founded 2006


Similar Interest



F P t hi


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Famous Partnerships

4

F P t hi


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Famous Partnerships

Bill Gates and Paul Allen

Company MicrosoftYear Founded 2006


Friendship



F P t hi


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Famous Partnerships

5

F P t hi


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Famous Partnerships

Bill Hewlett and Dave Packard

Company Hewlett-PackardYear Founded 1939


Friendship and Similar Interest



F P t hi


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Famous Partnerships

6

Famo s Partnerships


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Famous Partnerships

Ben Cohen and Jerry Greenfield

Company Ben & JerrysYear Founded 1978


Friendship and Similar Interest



Famous Partnerships


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Famous Partnerships

7

Famous Partnerships


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Famous Partnerships

Pierre Omidyar and Jeffrey Skoll

Company eBayYear Founded 1995


Loyalty to Customers



Famous Partnerships


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Famous Partnerships

8

Famous Partnerships


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Famous Partnerships

Gordon Moore and Bob Noyce

Company IntelYear Founded 2006


Different Skills



Famous Partnerships


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Famous Partnerships

9

Famous Partnerships


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Famous Partnerships

William Procter and James Gamble

Company Procter and GambleYear Founded 1837

Why Their Partnership WorksFamily



Famous Partnerships


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Famous Partnerships

10

Famous Partnerships


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Famous Partnerships

Evan William and Biz Stone

Company Yahoo!Year Founded 1995


Similar Interest




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Partnership Form Sample

ARTICLES OF PARTNERSHIP


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KNOW ALL MEN BY THESE PRESENTS:

That we, __________, __________, all of legal

age, married and residents of __________, Philippines,

Have this day voluntarily associated ourselves together

for the purpose of forming a partnership, effective as of

the date of this contract, under the terms and

conditions hereinafter set fourth, and subject to theprovisions of existing laws:

AND WE HEREBY CERTIFY:


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IThat the names, surnames and postal addresses

of the partners of this partnership are as follows:

NAMES ADDRESSES

________________ ________________

________________ ________________

________________ ________________

II


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That the name of this partnership shall be

__________ and shall transact business under said firm

name.

III

That the principal office of this partnership shall

be at __________, Philippines, which office may be

changed if necessary.

IV


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That the capital of this partnership is _________

(P__________), Philippine Currency, which has been

contributed in equal share by us, this is (P__________),

Philippine Currency, by each one of us.

VThat the purpose or purposes for which this

partnership is organized are: _____________________

_________________________________________________________________________________________.

VI


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That the term for which this partnership is to

exist is _________ years from the date of this contract.

VII

That this partnership shall be under themanagement of __________, and as such manager he

shall have charge and supervision of the affairs of the

partnership; otherwise performing such acts as are

necessary and expedient to promote the lawfulpurposes of the firm.

VIII


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That the managing partner shall receive a

monthly compensation of __________ (P__________),

Philippine Currency.

IX

That the profits and losses of this partnership

shall be divided and distributed proportionately on the

ratio of the capital contribution of each partner.

IN WITNESS WHEREOF, we have hereunto set our

h d thi d f 20 t


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hands, this __________ day of __________, 20__, at

the __________ Philippines.

SIGNED IN THE PRESENCE OF:

__________________ __________________

NOTARIAL ACKNOWLEDGMENT

CERTIFICATE OF PARTNERSHIP


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KNOW ALL MEN BY THESE PRESENTS:

That we, _____________, _____________, and

_____________, all of legal age, married and residents

of ____________________, Philippines, have this dayvoluntarily associated ourselves together for the

purpose of forming a limited partnership, effective as

of the date of this contract, under the terms and

conditions hereinafter set forth, and subject to the

provisions of existing laws.

AND WE HEREBY CERTIFY:


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1. That the name of this partnership shall be

_______________, LTD.

2. That the purpose or purposes of this partnership

are: ______________________________.

3. That the principal office of this partnership shall be

located at ____________________, Philippines

4. That the names and addresses are as follows:


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NAMES DESIGNATION ADDRESSES

(General or Limited)

__________ __________ __________

__________ __________ __________

__________ __________ __________

5. That the term for which this partnership is to exist is

_________ years from the date of this contract.

6. That the capital of this partnership is _________

(P ) Philippine C rrenc contrib ted b


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(P__________), Philippine Currency, contributed by

the general and limited partners respectively as

follows, to wit:

NAMES DESIGNATION CONTRIBUTIONS

(General or Limited)

__________ __________ P__________

__________ __________ P__________

__________ __________ P__________

7. That this partnership shall be under the

management of and as such manager


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management of __________ and as such manager

he shall have charge and supervision of the affairs

of the partnership; he shall have the power to usethe partnership name in all acts and contracts

relating to the partnership and in otherwise

performing such acts as are necessary and

expedient to promote the lawful purposes of thepartnership.

8. That the Managing Partner shall receive a monthly

compensation of ( ) Philippine


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compensation of __________ (_____), Philippine

Currency.

9. That the profits and losses of this partnership shall

be divided and distributed proportionately on the

ratio of the capital contribution of each partner.

IN WITNESS WHEREOF, we have hereunto set our

hands this day of 20 at the


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hands, this _____ day of _____, 20__, at the ________,

Philippines.

_______________ _______________

General Partner General Partner

_______________

Limited Partner

SIGNED IN THE PRESENCE OF:

_______________ _______________

NOTARIAL ACKNOWLEDGMENT


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How to Register a Partnership

Business in the Philippines

www.myoffice.com.ph/index.php/article/view/starting-a-partnership-

or-corporation-in-the-philippines

Securities and Exchange Commission


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1. Verify and reserve the availabilityof the company name with the SEC.

1 Day - PHP 40

2. Deposit paid-up capital in the

Authorized Agent Bank (AAB) and

obtain bank certificate of deposit.

1 Day - no charge



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3. Notarize articles of incorporationand Treasurer's affidavit with notary

public.

1 Day - PHP 500

4. Register company with the

Securities and Exchange Commission.

3 Days - PHP 2,000+



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5. Payment of documentary stamptaxes (DST).

1 Day - PHP 1 for every

PHP 200 of capital

Barangay


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Barangay

1. Obtain Barangay Clearance.2 Days - PHP 800

Mayors Office


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Mayor s Office

1. Obtain Community Tax Certificate(CTC) from the City Treasurer's Office(CTO)

1 Day - PHP 500

2. Obtain Mayors Permit to operateat the Licensing Section of the City orMunicipality

1 Day - PHP 10,000+

Bureau of Internal Revenue


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1. Register TIN with the BIR(Certificate of Registration)

2 Days - PHP 615

2. Obtain Certificate of Authority to

Print (ATP) Form.

1 Day - no charge



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3. Print receipts and invoices at theprint shops accredited by the BIR.

1 Day - PHP 180/Booklet

4. Buy special books at any Bookstore

or BIR's Office.

14 Days - PHP 150 (4 Pcs)



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5. Have books of accounts andPrinters Certificate of Delivery of

Receipts and Invoices (PCD) stamped

by the BIR.1 Day - no charge

Social Security System


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y y

1. Register with the Social SecuritySystem (SSS)

1 Week - no charge

Philippine Health Insurance Corporation


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pp p

1. Register with the PhilHealthInsurance Corp (PHIC)

1 Day - no charge


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END OF PRESENTATION

Presented by

KARL PANTIG


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SOURCESwww.sba.gov/content/partnership#

www.myoffice.com.ph

www.preservearticles.com


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