Art. 1356.

Contr-cts sh-ll be oblig-tory, in wh-tever form they m-y h-ve been entered into, provided -ll the essenti-l
requisites for their v-lidity -re present. However, when the l-w requires th-t - contr-ct be in some form in order th-t it m-y be
v-lid or enforce-ble, or th-t - contr-ct be proved in - cert-in w-y, th-t requirement is -bsolute -nd indispens-ble. In such
c-ses, the right of the p-rties st-ted in the following -rticle c-nnot be exercised. (1278-)

Art. 1357. If the l-w requires - document or other speci-l form, -s in the -cts -nd contr-cts enumer-ted in the following
-rticle, the contr-cting p-rties m-y compel e-ch other to observe th-t form, once the contr-ct h-s been perfected. This right
m-y be exercised simult-neously with the -ction upon the contr-ct. (1279-)

Art. 1767. By the contr-ct of p-rtnership two or more persons bind themselves to contribute money, property, or industry to -
common fund, with the intention of dividing the profits -mong themselves.

Two or more persons m-y -lso form - p-rtnership for the exercise of - profession. (1665-)

Art. 1768. The p-rtnership h-s - judici-l person-lity sep-r-te -nd distinct from th-t of e-ch of the p-rtners, even in c-se of
f-ilure to comply with the requirements of Article 1772, first p-r-gr-ph. (n)

Art. 1769. In determining whether - p-rtnership exists, these rules sh-ll -pply:

(1) Except -s provided by Article 1825, persons who -re not p-rtners -s to e-ch other -re not p-rtners -s to third persons;

(2) Co-ownership or co-possession does not of itself est-blish - p-rtnership, whether such-co-owners or co-possessors do or
do not sh-re -ny profits m-de by the use of the property;

(3) The sh-ring of gross returns does not of itself est-blish - p-rtnership, whether or not the persons sh-ring them h-ve -
joint or common right or interest in -ny property from which the returns -re derived;

(4) The receipt by - person of - sh-re of the profits of - business is prim- f-cie evidence th-t he is - p-rtner in the business,
but no such inference sh-ll be dr-wn if such profits were received in p-yment:

(-) As - debt by inst-llments or otherwise;

(b) As w-ges of -n employee or rent to - l-ndlord;

(c) As -n -nnuity to - widow or represent-tive of - dece-sed p-rtner;

(d) As interest on - lo-n, though the -mount of p-yment v-ry with the profits of the business;

(e) As the consider-tion for the s-le of - goodwill of - business or other property by inst-llments or otherwise. (n)

Art. 1771. A p-rtnership m-y be constituted in -ny form, except where immov-ble property or re-l rights -re contributed
thereto, in which c-se - public instrument sh-ll be necess-ry. (1667-)

Art. 1772. Every contr-ct of p-rtnership h-ving - c-pit-l of three thous-nd pesos or more, in money or property, sh-ll -ppe-r
in - public instrument, which must be recorded in the Office of the Securities -nd Exch-nge Commission.

F-ilure to comply with the requirements of the preceding p-r-gr-ph sh-ll not -ffect the li-bility of the p-rtnership -nd the
members thereof to third persons. (n)

Art. 1773. A contr-ct of p-rtnership is void, whenever immov-ble property is contributed thereto, if -n inventory of s-id
property is not m-de, signed by the p-rties, -nd -tt-ched to the public instrument. (1668-)

Art. 1775. Associ-tions -nd societies, whose -rticles -re kept secret -mong the members, -nd wherein -ny one of the
members m-y contr-ct in his own n-me with third persons, sh-ll h-ve no juridic-l person-lity, -nd sh-ll be governed by the
provisions rel-ting to co-ownership. (1669)

Art. 1776. As to its object, - p-rtnership is either univers-l or p-rticul-r. As reg-rds the li-bility of the p-rtners, - p-rtnership
m-y be gener-l or limited. (1671-)

Art. 1777. A univers-l p-rtnership m-y refer to -ll the present property or to -ll the profits. (1672)

Art. 1778. A p-rtnership of -ll present property is th-t in which the p-rtners contribute -ll the property which -ctu-lly belongs
to them to - common fund, with the intention of dividing the s-me -mong themselves, -s well -s -ll the profits which they m-y
-cquire therewith. (1673)

Art. 1779. In - univers-l p-rtnership of -ll present property, the property which belongs to e-ch of the p-rtners -t the time of
the constitution of the p-rtnership, becomes the common property of -ll the p-rtners, -s well -s -ll the profits which they m-y
-cquire therewith.

A stipul-tion for the common enjoyment of -ny other profits m-y -lso be m-de; but the property which the p-rtners m-y
-cquire subsequently by inherit-nce, leg-cy, or don-tion c-nnot be included in such stipul-tion, except the fruits thereof.
(1674-)

Art. 1780. A univers-l p-rtnership of profits comprises -ll th-t the p-rtners m-y -cquire by their industry or work during the
existence of the p-rtnership.

Mov-ble or immov-ble property which e-ch of the p-rtners m-y possess -t the time of the celebr-tion of the contr-ct sh-ll
continue to pert-in exclusively to e-ch, only the usufruct p-ssing to the p-rtnership. (1675)

Art. 1781. Articles of univers-l p-rtnership, entered into without specific-tion of its n-ture, only constitute - univers-l
p-rtnership of profits. (1676)

Art. 1782. Persons who -re prohibited from giving e-ch other -ny don-tion or -dv-nt-ge c-nnot enter into univers-l
p-rtnership. (1677)

Art. 1783. A p-rticul-r p-rtnership h-s for its object determin-te things, their use or fruits, or specific undert-king, or the
exercise of - profession or voc-tion. (1678)

CHAPTER 2

OBLIGATIONS OF THE PARTNERS

SECTION 1. - Oblig-tions of the P-rtners Among Themselves

Art. 1784. A p-rtnership begins from the moment of the execution of the contr-ct, unless it is otherwise stipul-ted. (1679)

Art. 1786. Every p-rtner is - debtor of the p-rtnership for wh-tever he m-y h-ve promised to contribute thereto.

He sh-ll -lso be bound for w-rr-nty in c-se of eviction with reg-rd to specific -nd determin-te things which he m-y h-ve
contributed to the p-rtnership, in the s-me c-ses -nd in the s-me m-nner -s the vendor is bound with respect to the vendee.
He sh-ll -lso be li-ble for the fruits thereof from the time they should h-ve been delivered, without the need of -ny dem-nd.
(1681-)

Art. 1787. When the c-pit-l or - p-rt thereof which - p-rtner is bound to contribute consists of goods, their -ppr-is-l must be
m-de in the m-nner prescribed in the contr-ct of p-rtnership, -nd in the -bsence of stipul-tion, it sh-ll be m-de by experts
chosen by the p-rtners, -nd -ccording to current prices, the subsequent ch-nges thereof being for -ccount of the
p-rtnership. (n)

Art. 1788. A p-rtner who h-s undert-ken to contribute - sum of money -nd f-ils to do so becomes - debtor for the interest
-nd d-m-ges from the time he should h-ve complied with his oblig-tion.

The s-me rule -pplies to -ny -mount he m-y h-ve t-ken from the p-rtnership coffers, -nd his li-bility sh-ll begin from the
time he converted the -mount to his own use. (1682)

Art. 1789. An industri-l p-rtner c-nnot eng-ge in business for himself, unless the p-rtnership expressly permits him to do so;
-nd if he should do so, the c-pit-list p-rtners m-y either exclude him from the firm or -v-il themselves of the benefits which
he m-y h-ve obt-ined in viol-tion of this provision, with - right to d-m-ges in either c-se. (n)

Art. 1790. Unless there is - stipul-tion to the contr-ry, the p-rtners sh-ll contribute equ-l sh-res to the c-pit-l of the
p-rtnership. (n)

Art. 1792. If - p-rtner -uthorized to m-n-ge collects - dem-nd-ble sum which w-s owed to him in his own n-me, from -
person who owed the p-rtnership -nother sum -lso dem-nd-ble, the sum thus collected sh-ll be -pplied to the two credits in
proportion to their -mounts, even though he m-y h-ve given - receipt for his own credit only; but should he h-ve given it for
the -ccount of the p-rtnership credit, the -mount sh-ll be fully -pplied to the l-tter.

The provisions of this -rticle -re understood to be without prejudice to the right gr-nted to the other debtor by Article 1252,
but only if the person-l credit of the p-rtner should be more onerous to him. (1684)

Art. 1793. A p-rtner who h-s received, in whole or in p-rt, his sh-re of - p-rtnership credit, when the other p-rtners h-ve not
collected theirs, sh-ll be obliged, if the debtor should there-fter become insolvent, to bring to the p-rtnership c-pit-l wh-t he
received even though he m-y h-ve given receipt for his sh-re only. (1685-)

Art. 1794. Every p-rtner is responsible to the p-rtnership for d-m-ges suffered by it through his f-ult, -nd he c-nnot
compens-te them with the profits -nd benefits which he m-y h-ve e-rned for the p-rtnership by his industry. However, the
courts m-y equit-bly lessen this responsibility if through the p-rtner's extr-ordin-ry efforts in other -ctivities of the
p-rtnership, unusu-l profits h-ve been re-lized. (1686-)

Art. 1795. The risk of specific -nd determin-te things, which -re not fungible, contributed to the p-rtnership so th-t only their
use -nd fruits m-y be for the common benefit, sh-ll be borne by the p-rtner who owns them.

If the things contribute -re fungible, or c-nnot be kept without deterior-ting, or if they were contributed to be sold, the risk
sh-ll be borne by the p-rtnership. In the -bsence of stipul-tion, the risk of the things brought -nd -ppr-ised in the inventory,
sh-ll -lso be borne by the p-rtnership, -nd in such c-se the cl-im sh-ll be limited to the v-lue -t which they were -ppr-ised.
(1687)

Art. 1805. The p-rtnership books sh-ll be kept, subject to -ny -greement between the p-rtners, -t the princip-l pl-ce of
business of the p-rtnership, -nd every p-rtner sh-ll -t -ny re-son-ble hour h-ve -ccess to -nd m-y inspect -nd copy -ny of
them. (n)

Art. 1806. P-rtners sh-ll render on dem-nd true -nd full inform-tion of -ll things -ffecting the p-rtnership to -ny p-rtner or
the leg-l represent-tive of -ny dece-sed p-rtner or of -ny p-rtner under leg-l dis-bility. (n)

Art. 1807. Every p-rtner must -ccount to the p-rtnership for -ny benefit, -nd hold -s trustee for it -ny profits derived by him
without the consent of the other p-rtners from -ny tr-ns-ction connected with the form-tion, conduct, or liquid-tion of the
p-rtnership or from -ny use by him of its property. (n)

Art. 1808. The c-pit-list p-rtners c-nnot eng-ge for their own -ccount in -ny oper-tion which is of the kind of business in
which the p-rtnership is eng-ged, unless there is - stipul-tion to the contr-ry.

Any c-pit-list p-rtner viol-ting this prohibition sh-ll bring to the common funds -ny profits -ccruing to him from his
tr-ns-ctions, -nd sh-ll person-lly be-r -ll the losses. (n)

Art. 1809. Any p-rtner sh-ll h-ve the right to - form-l -ccount -s to p-rtnership -ff-irs:

(1) If he is wrongfully excluded from the p-rtnership business or possession of its property by his co-p-rtners;

(2) If the right exists under the terms of -ny -greement;

(3) As provided by -rticle 1807;

(4) Whenever other circumst-nces render it just -nd re-son-ble. (n)

Art. 1822. Where, by -ny wrongful -ct or omission of -ny p-rtner -cting in the ordin-ry course of the business of the
p-rtnership or with the -uthority of co-p-rtners, loss or injury is c-used to -ny person, not being - p-rtner in the p-rtnership,
or -ny pen-lty is incurred, the p-rtnership is li-ble therefor to the s-me extent -s the p-rtner so -cting or omitting to -ct. (n)

Art. 1823. The p-rtnership is bound to m-ke good the loss:

(1) Where one p-rtner -cting within the scope of his -pp-rent -uthority receives money or property of - third person -nd
mis-pplies it; -nd

(2) Where the p-rtnership in the course of its business receives money or property of - third person -nd the money or
property so received is mis-pplied by -ny p-rtner while it is in the custody of the p-rtnership. (n)
Art. 1824. All p-rtners -re li-ble solid-rily with the p-rtnership for everything ch-rge-ble to the p-rtnership under Articles
1822 -nd 1823. (n)

Art. 1825. When - person, by words spoken or written or by conduct, represents himself, or consents to -nother representing
him to -nyone, -s - p-rtner in -n existing p-rtnership or with one or more persons not -ctu-l p-rtners, he is li-ble to -ny such
persons to whom such represent-tion h-s been m-de, who h-s, on the f-ith of such represent-tion, given credit to the -ctu-l
or -pp-rent p-rtnership, -nd if he h-s m-de such represent-tion or consented to its being m-de in - public m-nner he is
li-ble to such person, whether the represent-tion h-s or h-s not been m-de or communic-ted to such person so giving credit
by or with the knowledge of the -pp-rent p-rtner m-king the represent-tion or consenting to its being m-de:

(1) When - p-rtnership li-bility results, he is li-ble -s though he were -n -ctu-l member of the p-rtnership;

(2) When no p-rtnership li-bility results, he is li-ble pro r-t- with the other persons, if -ny, so consenting to the contr-ct or
represent-tion -s to incur li-bility, otherwise sep-r-tely.

When - person h-s been thus represented to be - p-rtner in -n existing p-rtnership, or with one or more persons not -ctu-l
p-rtners, he is -n -gent of the persons consenting to such represent-tion to bind them to the s-me extent -nd in the s-me
m-nner -s though he were - p-rtner in f-ct, with respect to persons who rely upon the represent-tion. When -ll the members
of the existing p-rtnership consent to the represent-tion, - p-rtnership -ct or oblig-tion results; but in -ll other c-ses it is the
joint -ct or oblig-tion of the person -cting -nd the persons consenting to the represent-tion. (n)

CHAPTER 4

LIMITED PARTNERSHIP (n)

Art. 1843. A limited p-rtnership is one formed by two or more persons under the provisions of the following -rticle, h-ving -s
members one or more gener-l p-rtners -nd one or more limited p-rtners. The limited p-rtners -s such sh-ll not be bound by
the oblig-tions of the p-rtnership