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In the title of persons, a partnership is one of the juridical persons (first part of civil code, title on

persons). You have natural and juridical persons, among the juridical persons are partnerships.
Title on partnership, the law defines the partnership a contract whereby 2 or more persons agree
to contribute money, property or industry for the purpose of dividing the profits among themselves.
In the law on partnership, lumabas na contract, so a partnership is a juridical person and it is also
a contract.
Other juridical person in the civil code, the corporation, look back at Book 1, juridical persons
include state and its political subdivisions, partnerships, corporations. Other juridical person, the
corporation, a partnership is a juridical person, a corporation is also a juridical person. Both
partnerships and corporations are juridical persons but between them are a lot of differences
partnership Corporation
As to the manner of creation Generally speaking, is Created by operation of law or
created by mere agreement of by law
the partners kasi mei other
rules for creation of By operation of law- If its to be
partnerships created according to the
corporation code
- One other rule is if the
partners would be Government owned or
contributing more than controlled corporation- it
3k pesos , the could be created by a special
partnership law as a general rule. Most of
agreement should be the GOCCs were created by
in writing and filed with its special law known as its
the SEC. If anything is charter
to be filed with the By law-
SEC, that must be in a
public document
(notaryado). Based on
SEC rules, that written
agreement must be in
a public instrument,
following rules of the
SEC
- If any partner
contributed real
property, regardless of
value, whether the
property be titled or
not, the partnership
agreement must have
a list of the real
property contributed
and must be in a
public instrument,
otherwise, partnership
is void.
As to purposes Is always for profits May or may not be for profits
Ex Eleemosynary
Corporation- these are
corporations for charity hindi
yun for profits
As to the number of persons No limit, at least 2 but no limit. Within maximum of 15
organizing Minimum of 2, no maximum. incorporators although you
Hindi pwedeng mag one ang can form with only one
partnership, contract yun. organizer or incorporator. So
Pwedeng 30 partners. Can be pag corporation, no. of
organized by at least 2 organizers can be minimum of
1 and a maximum of 15
- One but not more than
15
As to management Business is manage by all the As a general rule, decisions
partners but decisions are are made by the board of
made by the partner/s having directors or board of trustees
the controlling interest. in the case of non stock
corporation
In a partnership, while the As a rule, a subscriber could
general partners may have only be charged for the unpaid
already fully paid for their balance of his subscription
subscription, they conceive to exceptions: when it is proper
oblige to contribute some to pierce the veil of corporate
more in order to pay for entity.
partnership obligations
As to the manner of sharing Profits as well as losses shall Dividends are distributed pro
profits and losses be shared according to the rata- proportionately
agreement of the partners

Halimbawa- we agreed to
form a partnership, ang
usapan natin magtayo tayo ng
talyer, akin ang capital, ikaw
full time kaya ikaw industrial
partner ako capitalist partner.
Kaya nung tinanong kita,
paano sharing ng profits?.
Sabi mo 80-20, is the
agreement valid? Yes, yun
ang napagkasunduan, 80 kay
industrial partner at 20 kay
capitalist partner.
There is no right of That right is expressly given
succession by law-

Having the right of - Mamatay na lahat ng


succession- halimbawa apat stockholders ngayon,
tayong partners, namatay ang the corporation
isa. continues to exist
Q; sino ngayon ang
Q: ilan ang natira?, tatlo. Yung stockholders’ nun
tatlo with the death of a
partner, wala ng magagawa A: eh di yung mga heirs nung
dissolved yung partnership. mga namatay. Kahit yung
Yung tatlo, if they want to mga heirs ang magiging
continue their partnership successors of the
business, pwede. Kaya lang it stockholders who died, they
would not be the same don’t immediately become
partnership as the original stockholders of record. To
kasi yung original na become stockholders of
dissolved na yun. Pag record yung mga heirs will
namatay ang isang partner or have to comply with the
ma incapacitate lang ang requirements of other laws.
isang partner, maging
insolvent, that’s the end of the How to record stock
partnership. Namatay ang ownership of heirs- di
isang partner, the remaining gagawan mo sila ng partition,
partners would like to bayad sila ng taxes sa BIR,
continue the partnership meron publication and the
business, the law allows it like, only then will they
kaya lang if they would become stockholders of
continue the partnership record.
business, it will be in a
different partnership. Hindi You simply inherited but you
pwedeng magkapareho yung did don’t become yet
partnership of 3 sa stockholder of record
partnership of 4. because there is a process to
be observed.
Yung natirang tatlo, they may
continue the partnership
business, they may even use
the partnership name,
kelangan, yung original
partnership wala nay un,
dissolved na nga because of
the death of a partner.
It may use any name for as Following rules of the SEC,
long as it is not similar or every corporate name should
confusingly similar with the include the word corporation
name of an existing or incorporated, whether fully
partnership or corporation spelled or abbreviated.
As to the causes of dissolution May be dissolved at the will of Kung mag dissolve ka ng
just one partner which cannot corporation, dapat merong
take place in dissolving a board resolution. Not just one
corporation. If one withdraw, person can do it
that dissolves the corporation

KINDS OF PARTNER
- A partner may contribute money or property (Capitalist partner)
- Or a partner may contribute only his industry (industrial partner)
Q: may an industrial partner be at the same time a capitalist partner.
A; yes, pwede. Could be a capitalist partner and also an industrial partner at the same time.
Q; may a capitalist partner engage in another business? Yes, For as long as it not similar to the
business of partnership
Q: may an industrialist partner engage in another activity? In the absence of consent from the
capitalist partners, an industrial partner cannot engage in any other activity because his
contribution to the partnership is his time, his industry.
Q; what is the rule if a capitalist partner would engage in another business that is similar to the
partnership business, if there was no consent from the other partners then he could be obliged to
bring into the partnership whatever earnings he may have derived from his sole business. But if
he suffered losses then he suffers the losses alone, he cannot ask for contribution. Kaya lang
kung tumubo siya then he could be obliged by other partners to bring to the partnership whatever
profits he may have realized from his own business.

DIFFERENT KINDS OF PARTNERSHIP

1. General partner- liability for partnership obligations is unlimited


- Kahit nabayaran mon a yung subscription mo, fully paid ka na but unfortunately the
partnership suffered/incurred a lot of liabilities which will not be paid from partnership
assets, if you were a general partner, you could be obliged to contribute some more in
order to pay for partnership obligation, kaya lang kung ikaw naman ay limited partner,
lumabas na kapitalista ka lang and you cannot be obliged to contribute some more in case
the partnership asset won’t be enough to pay for partnership obligations. So that a limited
partner won’t be obliged to contribute some more, he should not participate in the
management of the partnership business kasi kung ikaw limited partner nakialam ka sa
management ng partnership business then you shall be liable as a general partner.
2. Limited partner- your liability is limited to your capital contribution

UNIVERSAL PARTNERSHIP- universal partnership of all present properties or it could be one of


only future profits and the law provides that if there will be no agreement as to what kind of
universal partnership it is, then it shall be simply one of universal partnership of all future profits.
Kasi kung sasabihin mong of all present properties eh di lahat yung properties natin i contribute
natin ngayon sa partnership.

PARTICULAR PARTNERSHIP- partners agreed on a limited business, hindi kahit ano pwede

Ex. exercise of profession- so nagtayo tayo ng partnership, we do accounting practice, practice


of law- yun ang particular partnership
Limited partner/limited partnership- ang limited diyan yung liability ng limited partner.
General- while you may have already fully paid of your subscription, you could still be obliged to
contribute some more.

Limited/general- refers to extent of liabilities.

Universal/particular- kung ano ang gagawin

What are the property rights of a partner include?


1. with respect to specific partnership properties;
2. Right to participate in the profits
3. Right to participate in management
A partnership was able to buy real property and the property is registered in the name of the
partnership and you are a partner of that partnership. Q: can you legally claim that you are a part
owner of that property? Ex. partnership tayo, nabili natin tong building na ito, yung building nasa
pangalan nung partnership hindi pangalan nating dalawa kundi partnership name talaga.

Q: would it be correct for me to say, part-owner ako niyan? Ikaw, Part-owner dn ako niyan
A: Yes. The property rights of a partner are- a. with respect to partnership specific properties,
kaya yung partner, legally, they can say part-owner ako niyan but in the case of a corporation,
hindi mo pwedeng sabihin yun. Kasi any property acquired and registered in the name of the
corporation belongs only to the corporation.

Sharing in the profits- in a partnership shall be determined by their agreement and if there was an
agreement about sharing of the profits but there was no agreement about sharing of the losses,
sharing the losses shall be in the same manner as sharing of profits. Law is very clear that an
agreement exempting a partner from the profits and losses is void. Hindi pwedeng magkaron ng
kasunduan ang mga partners that one or other partners will not participate in the profits or will not
participate in the losses. A stipulation excluding a partner from the profits or losses is void.

Partnership name- partners may adopt any name for as long as it is not similar or confusingly
similar to the name of other partnership or corporation. The partnership name may include the
name of one or some or all of partners.

Ex. accounting firm- sycip gores velayo- surnames of three partners


Audit firm- carlos valdez- walang ibang kasama or carlos valdez or associates- hindi kasama
pangalan mo sa associates ka lang

Ex. law firm

Senior partner- part of the partnership name

Inclusion of your name in the partnership name- pag nagkaroon ng liabilities sabit ka kaya lang
sa profits hindi ka kasali kasi hindi ka naman tunay na partner, pinasabit mo lang yung pangalan
mo.

That rule will not apply if your name/surname is the same as the name of another partner, ikaw
reyes kaya lang dun sa partnership talaga talagang meron reyes, kapareho mo lang ng apelyido,
wala kang liability. If the name of the person would be added to the partnership name, he shall
be liable as if he were a partner unless his surname is the same as that of a partner, in which
case, no liability. Kung hindi ka naman talaga partner kaya lang pinasama mo panaglan mo, sabit
ka because of the principle of estoppel.

There is already a partnership, a partnership of 3- hindi pwedeng I admit yung sister as partner
because the others are not agreeable. At pag pumayag sila dissolved yung partnership niyo kasi
magiging partnership of 4 na yun.

To accommodate your sister- other remedy is to associate that person with a partner. By that
arrangement, my sister won’t become a partner, she is just associated with me, wala siyang right
as a partner.
Ex. Bunso, bakas ka nalang saakin, halimbawa nag contribute ako ng 500k, by that arrangement
the sister won’t become a partner. She is just associated and has no right as a partner.

Arrangement is with a partner but not with the partnership. Only right of that associate is when
the partnership is dissolved. Kaya lang, when the partnership is existing, wala siyang karapatang
silipin ang libro, makialam sa negosyo kasi hindi talaga siya partner. Iba yung admission of
another person as a partner from a person associating himself with a partner- associate shall be
identified only with a partner but won’t become a partner. “bakas ako diyan”- ang arrangement is
with the person with whom he has that but he has nothing to do with the partnership.

In a partnership, management is with all the partners’ kaya lang kung management is by all the
partners, if there would be disagreement

Q: who decides?
A: the partner/s with the controlling interest

Halimbawa apat tayo, ang share ninyo tatlo equivalent to 49%, ako 51%. Kaya kahit nagiisa ako
since my participation is to the extent of 51% then I have controlling interest kaya ako pa rin ang
masusunod, which is not true in the case of corporation. Sa corporation kasi ang nasusunod yung
majority ng quorum in a meeting of the board and every director is entitled only to one vote
regardless of his capital contribution.

Q: what may cause the dissolution of a partnership?


A:

1. death of a partner- basta merong namatay na isang partner katapusan nay an ng


partnership. Yung remaining partners, if they want to continue the partnership business,
they may but it is now a different partnership. Kasi originally apat tayo, namatay ang isa.
Nung buhay pa, it was a partnership of 4 ngayong wala na siya, itutuloy na yung
partnership business, yung partnership nay un will be a different partnership because it’s
now a partnership of only three (3). Hindi maaring magkapareho yung partnership of four
sa partnership of 3.

Q: what does the law say if a partner dies and the partnership had decided to continue the
partnership business. Anong dapat gawin nung buhay pa?
A: they will have to account for the share of the partner who died. Mag liquidate, eto mga
liabilities (mga babayaran) o eto yung net assets, divide according to the agreement. Kung
ano man yung na determine, yung share of the partner who died must be delivered to his
estate, only then shall the remaining partners continue the partnership business. Kelangan
i-liquidate muna. The consequence of dissolution is always liquidation. Pag na dissolved,
next step is liquidation.

2. Accomplishment of the purpose

Kunwari, ang dami kong construction materials, problema ko ngayon, what will I do with
the construction materials? Friend, sayo materials ako ang bahala sa engineering pati sa
plano. Upon accomplishment of the purpose, partnership is extinguished.

3. Upon arrival or expiration of the stipulated term


Kung meron pinagusapang term, halimbawa 10 years and the period already arrived,
that’s the end of the partnership.

4. Withdrawal of any partner


Hindi tayo magkasundo, lagi tayong nag aaway, magkaiba tayo ng direction, sabi mo “
ayaw ko na”, that’s the end

5. Insolvency of a partner or insolvency of the partnership itself

There are 2 meanings of insolvency under the FRIA- not necessarily insolvency but to be specific

Meaning in the civil code- is that the debtor though he may have more assets than liabilities, could
not pay his debts as they become due.

Insolvency law before- more liabilities than assets.

Law on partnership- one of the causes of the dissolution is insolvency of the partnership- more
liabilities than assets.

Mas marami pang assets kesa sa liabilities, there is remedy in the FRIA (which is also in the
remedy in the former insolvency act). The partnership can file for rehabilitation, kaya hindi madi
dissolved kaya ma dissolve lang kapag yung other concept of insolvency ang meron (more
liabilities than assets).

2 concepts

1. More liabilities than assets


2. More assets than liabilities but the debtor cannot pay his debts as they become due- the
partnership may not be dissolved, while it may be insolvent because under the FRIA, the
partnership can file for rehabilitation.

Creditor and a person, natural or juridical has more assets than liabilities but encountering liquidity
problem, better that you help that person get back to his feet. You may get very little if the
partnership is dissolved, reason is, pag merong winding up siyempre babayaran mga creditors.

Ang pagbabayad ng creditors hindi naman pro-rata agad. Pag meron mga unpaid creditors,
meron sinusunod na order of preference. Maaring Malaki ang pautang mo pero ang mga pautang
mop pala unsecured, kaya dun ka sa bottom, baka at the end of the day wala kang matanggap o
ang matanggap mo maliit lang kasi sa order of preference ang top priority pag insolvency? A;
unpaid employees hindi pa nga taxes, pangalawa lang, priority under the labor code, yung taxes
civil code.

Q: sino ang preferred, employee o mortgagee?


A: mortgagee with respect to mortgage property, reason is, the mortgagee is a lien holder while
the unpaid employee is one of the unsecured creditors and being an unsecured creditor, he is
also an insecure creditor (haha).

Credit transactions

Pledge, mortgage (chattel)- tatanggalin- RA 11057