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Definition
ARTICLE 1767. 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 profits among themselves. Two or more persons may also
form a partnership for the exercise of a profession.
Section 24 covered these unregistered partnerships and even associations or joint accounts, which had no legal
personalities apart from their individual members.”
Common fund: Lim Tong Lim v. Philippine Fishing Gear, G.R. No. 136448, November 3, 1999.
“The contribution to such fund need not be cash or fixed assets; it could be an intangible like credit or industry.”
Characteristics
Art. 1409. The following contracts are inexistent and void from the beginning: (1) Those whose cause, object or purpose
is contrary to law, morals, good customs, public order or public policy;
BAUTISTA ON ARBES CASE: “Thus the contributions should not have been returned to the contributors, but should have
been confiscated in favor of the State. The contributors must be presumed to have known the criminal nature of the
object of the partnership they agreed to form, and should have thus been prosecuted and convicted for running a
gambling joint. (Bautista, p. 19)”
Separate Juridical Personality
When it exists: Oña v. CIR, G.R. No. L-19342, May 25, 1972.
For purposes of the tax on corporations, our National Internal Revenue Code includes these partnerships — The term
“partnership” includes a syndicate, group, pool, joint venture or other unincorporated organization, through or by means
of which any business, financial operation, or venture is carried on… with the exception only of duly registered general
co-partnerships — within the purview of the term “corporation.”
Bautista, p. 39-40
Heirs of Jose Lim v. Juliet Lim, G.R. No. 172690, March 3, 2010.
A. Formal Requirements
1. In General
Article 1771
Lilibeth Sunga-Chan, G.R. No. 143340, August 15, 2001.
B. Corporations as Partners
February 29, 1980 SEC Opinion to Antonio Librea
September 3, 1984 SEC Opinion to Romeo Orsolino
December 1, 1993 SEC Opinion to Val Antonio Suarez
C. Partnership Term
Article 1784
D. Partnership Purpose
December 8, 2003 SEC Opinion to Ms. Arlyn Solitario
E. Firm Name
Article 1815
SEC Memorandum Circular No. 5 Series of 2008, as amended
19 October 1984 SEC Opinion to Renato Santiago
8 July 1987 SEC Opinion to Ministry of Trade and Industry
Article 1846
25 April 1984 SEC Opinion to Milton Christopher