GENERAL PROVISIONS 4. There must be an intention of dividing
the profit among the partners. Art. 1767: By the contract of * The object must be for profit and not partnership two or more persons bind merely for common enjoyment. themselves to contribute money, property, or industry to a common 5. There must be the affection societatis fund, with the intention of dividing the – the desire to formulate an active union profits among themselves. with people among whom there exist mutual confidence and trust. Two or more persons may also form a partnership for the exercise of a PARTNERSHIP vs CORPORATION profession. DISTINGUI PARTNER CORPORA Partnership – it is a contract whereby two SHING SHIP TIONS or more persons bind themselves to FACTOR contribute money, property, or industry to HOW Voluntary Created by a common fund, with the intention of CREATED agreement the State in dividing the profits among themselves, or of parties the form of a in order to exercise a profession. special charter or by CHARACTERISTICS OF THE a general CONTRACT: enabling law HOW No time Not more 1. LONG IT limit except than 50 a. Consensual – it is perfected by EXISTS agreement years mere consent. of the b. Bilateral or multi-lateral – it parties entered into between two or more LIABILITY May be Liable only persons TO liable with for payment c. Nominate – it is designated by a STRANGE their private of their specific name RS property subscribed d. Principal – its existence does not beyond capital stock depend on the life of another their contract contribution e. Onerous – certain contributions to the firm have to be made TRANSFE Even if a A transfer of f. Preparatory – after it has been RABILITY partner interest entered into, other contracts OF transfers makes the essential in the carrying out of its INTEREST his interest transferee a purposes can be entered into to another, stockholder, the even without 2. There must be a contribution of money, transferee the consent property or industry to a common fund. does not of others become a partner natural unless all resources other and the partners operation of consent public ABILITY Generally, Generally, utilities in TO BIND partners the the THE FIRM acting on stockholders Philippines, behalf of cannot bind in which the corporation case the veil partnership since they of corporate are agents are not identity is thereof; agents pierced and consequent thereof we go to the ly they can nationality of bind both the the firm controlling and the stockholders partners ATTAINME The firm The firm MISMANA A partner A NT OF becomes a becomes a GEMENT can sue a stockholder LEGAL juridical juridical partnership cannot sue PERSONA person person from who a member of LITY from the the time it is mismanage the BOD’s time the registered in s who contracts the mismanages begins Securities : the action and must be in Exchange the name of Commission the , and all corporation requisites NATIONALI A A have been TY partnership corporation complied is a is a national with national of of the DISSOLUTI Death, Such the country country ON retirement, causes do it was under insolvency, not dissolve created whose laws civil a it was interdiction, corporation incorporated or insanity , except for of a partner wartime dissolves purposes or the fi rm for the acquisition of land, ORDINARY PARTNERSHIP vs Civil distinct CONJUGAL PARTNERSHIP OF Code from GAINS that of the FACTOR ORDINA CONJU husban S RY GAL d or PARTN PARTN wife; ERSHIP ERSHI hence, P it HOW By will or Create cannot CREATE consent d by sue or D of the operati be parties on of sued as law such upon COMMEN Begins Com the CEMENT from the m e n c celebra OF THE moment es tion of PARTNE of the precisel the RSHIP executio y on marriag n of the the e contract date of LAW In In but a the THAT general, general contrary celebra GOVERN it is the , it is stipulatio tion of S will of the law n is the the that allowed marriag partners govern (Art. e — no that s 1784, contrar governs Civil y matters Code) stipulati like on is object, allowed length of PURPOS Formed Not existenc E for profit formed e, etc.; particul the law arly for is only profit subsidiar DIVISION As a as a y OF rule, rule, LEGAL Possess Does PROFITS profits profits PERSON es a not are are ALITY legal posses divided divided personali s any accordin equally ty (Art. legal g to (but 1768, person previous settlem ality agreeme ent can nt; and if provide of profits liquidati there is otherwi even on or no se) without giving agreeme (Art. dissoluti of nt, in 106, on profits proportio Family till after n to the Code) dissolut amount ion contribut ed (Art. PARTNERSHIP vs CO- 1797, OWNERSHIP Civil Code) FACTORS PARTN CO- MANAGE As a As a ERSHIP OWNE MENT rule, rule, RSHIP manage the CREATIO Created Create ment is adminis N by d by conferre tration contract contrac d upon and only t, law the enjoym (express and partners ent of or other so the implied) things appointe conjuga JURIDICA Has Has no d by the l L legal or juridical others; partner juridical person otherwis ship personal ality e, all are propert ity (hence, equally y it consider belong cannot ed to both sue or agents spouse be of the s jointly sued firm (Art. (Art. as 1803, 124, such) Civil Family PURPOSE For Collecti Code) Code) profit ve DISSOLU There There enjoym TION are are few ent many ground (hence, grounds s for not for dissolut necess dissoluti ion arily for on profi t) LIQUIDAT There There (Red ION OF may be will be Men v. PROFITS division no Vetera n Army, BY years 7 Phil. CONTRAC (althou 685) T gh AGENCY As a As a agreem OR rule, rule, ent REPRESE there is there is after NTATION no no termina mutual mutual tion represe represe PROFITS May be Profits ntation ntation stipulate must (althou d upon always gh it is depend enough on for one proporti co- onate owner shares to bring (any an stipulati action on to for the ejectm contrar ent y is against VOID) a (Art. strange 485) r) (Art. DISSOLU Dissolve Not 487, TION d by dissolv Civil death or ed by Code) incapaci the TRANSFE Cannot Can ty of a death R OF substitut dispose partner or INTEREST e of his incapac another share ity of as without co- partner the owner in his consen FORM May be No place, t of the made in public without others any instrum unanimo form ent us except needed consent when even if LENGTH No term Must real real OF limit is not be property propert EXISTEN set by for is y is the CE IF the law more contribut object CREATED than 10 ed of the (Here, a co- public owners instrume hip nt is required .) Art. 1768: The partnership has a juridical personality separate and distinct from that of each of the partners, even in case of failure to comply with the requirements of Article 1772, fi rst paragraph.