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PARTNERSHIP: BASIC CONCEPTS AND 5. Mutual Agency- Each partner is a fully authorized agent of the partnership.
FORMATION Acts of the partners within the scope of the partnership are binding when
transacting partnership business. The partnership can be sued, together with
A partnership requires a combination of the partners, by third parties when a partner commits a wrongful act or a
1. Capital resources or assets breach of trust. (Article 1818). “the act of one is the act of all” it means even
without asking permission of the partner or even though a partner has no
2. Managerial skills and expertise authority to do so as long as the act concerns the normal business operations.
A partnership is a legal entity guided by the rules and regulations put up by 6. Limited Life- Legally, a partnership can operate for an indefinite period of
each country or state. In the Philippines, partnerships as well as corporations time. However, in practice, it can easily be dissolved or terminated with the
are governed by the new Civil Code of the Philippines, Article 1767 to1867. mere withdrawal, incapacity or death of a partner. (Articles 1830-1831).
PARTNERSHIP AS DEFINED IN THE CIVIL CODE OF THE PHILIPPINES Partnership Dissolution- occurs when there is a change in the relationship
among the partners. Dissolution does not necessarily mean that the
Partnership is a business organization owned by two or more persons who partnership will cease to exist. Withdrawal and Admission of partners are
agree on a specific division of responsibilities and profits. normal occurrences in a partnership, and they only lead to the formation of a
new partnership.
A partnership is an organization where two or more persons bind themselves
Partnership Liquidation- an event that ends both the legal and economic life
to contribute money, property, or industry( refers to an expertise of a person)
of a partnership. Where all assets are sold, liabilities are paid, and the
into a common fund with the intention of dividing the profits among
remaining assets are distributed to all the partners.
themselves. (New Civil Code, Article 1767)
7. Unlimited Liability- Even though it has separate legal personality, each
The Uniform Partnership Act defines a Partnership as an association of
partner is personally and individually liable for all partnership liabilities. In the
two or more persons to carry on co-owners of business for profit.
event that cash flow problems occur and partnership assets are not sufficient
to liquidate partnership liabilities, the personal assets of the partners should be
From the definition above: used to help settle the company's obligations. (Articles 1791 and 1835).
1. Two or more persons are needed to form a partnership In layman’s term, if the assets of the partnership are not enough to satisfy their
2. Money is not the only resource that a person can contribute. claims. Creditors can claim the deficiency from any of the partners.
Property that assets owned by a person can also be a form of
contribution. 8. Mutual Contribution- partners should have both or either of the personal or
Industry refers to the skills or expertise of a person. expertise contribution in the partnership.
3. A partnership must be established for the purpose of obtaining thee
9. Division of Profits- each person is entitled to receive a share in the profits
profit. If tan organization is created for purposes other than the
realized by the business. The profit or loss is divided among partners in
generation of profit (e.g. charitable institutions, public hospitals) it accordance with their agreement or the profit-sharing scheme agreed upon the
cannot take the form of partnership. formation of the partnership. In the absence of stipulation or If there is no
4. Partnership are the common form of business organization used by profit-sharing scheme, profits or losses will be shared or distributed by the
companies who generate profits by the practice of their profession partners in the ratio of their actual contributions or the original capital
contributions in the business. Industrial partners, however, does not share in
(e.g. law firms, auditing firms)
the losses.
2. The partners have unlimited liability. The partners become KINDS OF PARTNERSHIPS
individually liable for all partnership debts in the event that the
partnership assets are not sufficient to cover up its liabilities. (Article 1. As to activity
1791) This means that in the event partnership assets are
inadequate to settle the claims of the partnership creditors, these Trading partnership- one whose main activity is the manufacture or the
creditors can seize the personal properties of anyone of the purchase and sale of merchandise.
partners.
Non-trading partnership- one which is organized for the purpose of
3. The partnership is bound by the acts of any of the partners since
rendering services it is mostly for the exercise of profession.
they are considered agents of the partnership for the purpose of
carrying its activities
2. As to object or property
ADVANTAGES OF A PARTNERSHIP
Universal Partnership
1. It is easy and inexpensive to organize than a corporation, as it is
formed by a simple contract between two or more persons. Universal partnership of all present property- one in which the
partners contribute at the time of the constitution of the
2. The unlimited lability of the partners makes it reliable from the point partnership, all the properties which actually belong to each of
of view of creditors them into a common fund with the intention of dividing the same
among themselves as well as the profits which they may acquire
3. The Capital of the partnership is bigger in amount since there are at therewith.
least two persons forming it. The combined personal credit of the
partners offers better opportunity for obtaining additional capital than All assets contributed to the partnership and subsequent
does a sole proprietorship. acquisitions become common partnership assets.
4. The participation in the business by more than one person makes it A Universal Partnership of Property is one where all the partners
possible for a closer supervision of all the partnership activities. contribute all their properties into a common fund (Article 1778 of
the New Civil Code)
There is a better management because all partners are considered
as the agents of the firm in matters within the scope of its business.
Universal partnership of all profit- one which comprises all that
5. The direct gain to the partners is an incentive to give close attention the partners may acquire by their industry or work during the
to the business. existence of the partnership and the usufruct of movable or
immovable property which each of the partners may possess at
6. The personal element in the characters of the partners is retained. the time of the institution of the Contract.
7. It does not have to comply with as many legal requirements of the Partnership assets consist of assets acquired during the life of the
government nor its heavy burden of taxation. A partnership can be partnership and only the usufruct or use of assets contributed at
organized for the practice of a profession such as partnerships of the time of partnership formation. The original movable or
CPA’s, Doctors, Lawyers, Engineers, Architects. immovable property contributed do not become common
partnership assets.
DISADVANTAGES OF A PARTNERSHIP
A Universal Partnership of Profits is one where the partners contribute
1. The personal liability of a partner for firm debts deters many from all what they will receive as a result of their work or service rendered
during the lifetime of the partnership. The partners retain ownership over
investing capital in a partnership.
their present or future property
2. A partner may be subject to personal liability for the wrongful acts or Particular partnership- one which has for its object determinate things,
omissions of his/her associates. their use or fruits, or a specific undertaking or the exercise of the profession
or vocation.
3. It is less stable because it can easily be dissolved.
3. As to liability of partners
4. There is divided authority among the partners
General Co-partnership- one consisting of general partners who are liable
5. There is constant likelihood of dissension and disagreement when prorata and sometimes solidarily with their separate property for
each of the partners has the same authority in the management of partnership liabilities.
the firm.
A General Partnership is one where all partners are general partners
6. Disputes and misunderstandings may arise due to some acts of one with unlimited liability and are therefore liable to partnership creditors
partner which binds the partnership. even up to the extent of their personal properties especially when
partnership becomes insolvent.
7. Unlimited liability of the partners. General partners are liable for the
debts of the firm beyond their capital contributions made.
Limited partnership- one formed by two or more persons having as
8. The life of the business is limited. The death, incapacity or members one or more general partners and one or more limited
withdrawal of a partner will dissolve the partnership unlike a partners, who as such are not bound by the obligations of the
corporation whose maximum life is 50 years. partnership. The word LIMITED or LTD added to the name of the
partnership to inform the public that it is a limited partnership.
A Limited Partnership is composed of at least one general partner with One who manages the partnership, contributes property or service and
the others as limited partners who are liable to partnership creditors only has unlimited liability assuming risk or the loss of personal property in
to the extent of their investment in the partnership. This type of the event partnership becomes insolvent.
partnership has two classes of partners general and limited (Articles
1816, 1843) Limited partner- one whose liability to third persons is limited only to the
extent of his capital contribution to the partnership.
4. As to duration
One who invests cash or property, has no unlimited liability and has no
Partnership at will- one for which no term is specified and is not formed for active role in the management of the partnership.
a particular undertaking o venture and which may be terminated any
time by mutual agreement of the partners or the will of one partner alone A partner whose liability for the debts of the partnership is limited to his
capital contributions only.
Partnership with a fixed term- one in which the term or period for which
the partnership is to exist is agreed upon. It may also refer to a 3. As to management
partnership formed for a particular undertaking and upon the expiration
of that term or completion of the particular undertaking the partnership is Managing partner - one who manages actively the business of the
dissolved unless continued by the partners partnership.
5. As to representation to others Silent Partner- one who is known publicly as a partner but does not
participate in the management of the partnership affairs
Ordinary partnership- one which actually exists among the partners and
also as to third persons 4. As to publicity
Partnership by estoppel- one which in reality is not a partnership but is Ostensible partners- One who takes active part in the management of the
considered as one only in relation to those who, by their conduct or firm and is known to the public as a partner in the business.
omission are precluded to deny or disprove the partnership’s existence.
Real/Ordinary partners- one which actually exists among the partners
6. As to legality of existence and also the third persons known that he is a partner.
De jure partnership- one which has complied with all the requirements for Nominal partners - one who is not really a partner, not being a party to
its establishment the partnership agreement, but is made liable as a partner for the
protection of innocent third persons. Partner in name only. A partner
De facto partnership- one which failed to comply with one or more of the has no contributions at all but permits his name to be used by the
legal requirements for its establishment firm.
7. As to publicity Secret partners- one who takes active part in the management of the
business but whose connection with the partnership is concealed or
Secret partnership- one wherein the existence of certain persons as unknown to the public.
partners is not made known to the public by any of the partners
Dormant partners- one who does not take active part in the management of
Open partnership- one wherein the existence of certain persons as the business and is not known to the public as a partner, he is both a
partners is made known to the public by the members of the firm silent and a secret partner. A partner that does not participate in running
business affairs.
5. As to property or object
Capitalist partner- one who contributes capital in cash (money) or property 6. Other classifications
into the partnership fund.
Liquidating partner - one who takes charge of the winding up of partnership
Industrial partner - one who contributes industry, labor, skill, talent or affairs upon dissolution.
service.
Continuing Partners- these are partners that still remain after the dissolution
Take note that an industrial partner is also a general partner, with of the previous partnership that they want to continue to operate. It is
unlimited liability and is not allowed to engage in any other kind of sometimes called Surviving Partners
business unless expressly authorized by the other partners. (Article
1789)
2. As to liability
2. Similarities between a partnership and a corporation: 4. A partner has a right to co-manage the partnership
Both are taxable entities and legal entities. 5. A partner has a right to ask that the books be kept in the principal place of
business subject to inspection at a reasonable time.
Differences between a partnership and a corporation.
2. Permanent Withdrawal - withdrawal of capital are debited to each
BUSINESS ENTITY CONCEPT partner's capital account to decrease the partner's equity.
The entity concept emphasizes the view that a business unit such as a To illustrate, assume that Abad and Basa opened Sun Internet Cafe on
partnership, sole proprietorship or a corporation should be treated as distinct January 1, 2012. The following transactions took place:
and separate from the owner, partners or shareholders. As such, only
transactions of the business are recorded in its books. January 1 Initial cash investments of P300,000 from each partner
A partnership acquires, holds, disposes properties in its own name, it enters March 1 Abad made another cash investment of P150,000
into contracts with others through the partners who are merely acting as its
agents. The partnership cannot be held liable when a partner enters into a June 1 Basa made a permanent cash withdrawal of P25,000.
contract with a third party on activities not within
the bounds of the partnership as provided in its articles of co partnership. Care Entries in the partnership books will be as follows:
therefore should be taken in recording its assets, liabilities, revenues and
expenses and that what is personal to the partners or not within the bounds of January 1 Cash 600,000
the activities of the partnership should be excluded from the partnership
Abad, Capital 300,000
books.
Basa, Capital 300,000
Initial cash investments
In contrast, the proprietary theory emphasizes the view of the individual
of Abad and Basa
partners as owners of the net assets of the business specially when salaries
are given to them, or when obligation to partnership creditors extend to their
personal properties, or when the original partnership is dissolved and the
consent of the partners are required in admitting a new partner. March 1 Cash 150,000
Abad, Capital 150,000
ACCOUNTING FOR A PARTNERSHIP Additional investment of
Abad
The accountant must have sufficient knowledge of the legal provisions
regarding a partnership as these would affect certain aspects of partnership
accounting such as investments of the partners, dissolution of the partnership, June 1 Basa, Capital 25,000
distribution of profit or loss to the partners and liquidation of the partnership. Cash 25,000
Permanent cash
In addition, the accountant uses the Articles of Co-Partnership as a guide in withdrawal of Basa
recording transactions regarding the partners' capital contributions, distribution
of profit or loss, dissolution and liquidation. At the end of the year, the capital accounts will appear in the general ledger as
follows:
The main difference lies in accounting for equity which in a partnership is
called partners equity means plurality of Capital and Drawing accounts Abad, Capital No. 301
(one capital and one drawing account is maintained in each partner). The Jan 1 300,000
accounting equation is expressed thus Assets = Liabilities + Partners' Mar 1 150,000
Equity.
Basa, Capital No. 302
PARTNERS' EQUITY
Jan 1 25,000 Jan 1 300,000
The right of a partner over the net assets of the business is called Partners'
Equity and is represented by two accounts Partner's Capital and Partner's
Drawing. This is the same rule that one applies in a sole proprietorship except The balances of the capital accounts will be shown in the statement of
that there are more accounts in a partnership since there are two or more financial position or balance sheet after the assets and liabilities as follows:
partners involved.
Partners' Equity:
PARTNERS CAPITAL ACCOUNT Abad, Capital 450,000
1. Permanent Withdrawal 1. Original investment by a partner Basa, Capital 275,000
(decrease) of capital Total 725,000
2. Share of partnership loss from 2. Additional investment by a partner These balances should also be reflected in the Articles of Co Partnership as
operation their permanent interest. Partners usually make investments only once or
twice over the lifetime of the partnership. If additional investment is made
3. Debit balance of drawing account 3. Share in partnership profits from which will affect the other provisions of the partnership contract, such as the
closed to capital operations to be added to capital agreement on profit distribution, there should have been a provision to this
effect otherwise there will be a need to revise the Articles of Co Partnership
PARTNERS DRAWING ACCOUNT
1. Personal withdrawal by a partner 1. Share in partnership profits from PARTNER'S DRAWING ACCOUNT
operations (this may be credited
directly to the partners’ capital This is the account title used to reflect temporary interest of a partner
account) Ordinarily, there are also two transactions affecting this account:
2. Share in partnership loss from
operation (this may be debited 1. Share in the net profit (the agreement as to the manner of distribution is
directly to the partners’ capital provided in the Articles of Co-Partnership) is credited to the drawing account to
account) increase the partner's equity and become a source of regular drawings by the
partner, or share in net loss is debited to the drawing account to decrease
PARTNER'S CAPITAL ACCOUNT the partner's equity and his source of regular drawings.
The capital account represents original investment which becomes its 2. Personal drawings may be formal as provided in the Articles of Co-
permanent or fixed interest. This could change only if additional investments Partnership. These are oftentimes called salaries but are in fact withdrawals of
are made or when non-current assets are revalued. The following transactions profit and are debited to the drawing account to decrease the partner's equity
affect this account: Informal or irregular withdrawals may also be made by the partners when the
need arises (made with the consent of all partners) and are also debited to the
1. Investment- contribution made are credited to each partner's capital drawing account and viewed as decreases in the overall equity or interest of
account to increase the partner's equity and the partner.
Balance of the drawing account is closed to the capital account. If the share of PARTNERSHIP FORMATION:
the partner in the profit (credited to his drawing account) is greater than the BOOKS OF PROPRIETOR
actual withdrawals made by him (debited to his drawing account), the credit 1. Adjust assets and liabilities in accordance with the agreement.
balance of the drawing account is added to the capital account to arrive at the 2. Close the books
total partner's equity. BOOKS OF PARTNERSHIP
1. Open the books of the partnership
The partnership started operation on October 1 and at the end of each month
Abad withdrew P10,000 cash while Basa withdrew P10,000 cash but only
GAINS, LOSSES, INCOME AND EXPENSES ADJUSTMENTS WILL BE
before the end of the year. A net profit of P150,000 was reported at the end of
REFLECTED DIRECTLY TO CAPITAL ACCOUNT
the year which was divided equally between them. Additional entries in the
partnership books of Abad and Basa:
At the end of the year, the drawing accounts of the partners will appear in the
general ledger as follows:
From the above entries and T accounts, on this page and in the preceding
page, the partners' equity will appear thus:
Abad, Capital 450,000
Abad, Drawing 45,000 495,000
The balances in the drawing accounts represent net profit shares which are
withdrawable depending on the partnership agreement These balances could
be left open and brought forward next accounting period especially if partners
intend to withdraw them as per agreement. Or these balances could be closed
to the capital accounts and made part of their permanent investments.
1. Two or more persons may form a partnership for the first time.
In this type of formation, the partners may contribute cash, property
or services.
2. Two or more persons may form a partnership where one of
them is already engaged in the business
a. New set of books may be opened for the partnerships
b. One of the old books to be continued as the partnership books
3. Admission of a new partner in an existing partnership
a. By purchase of a certain fraction of interest of one of the partners or
both
b. By investment or by contributing cash or other tangible assets to the
firm.