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Partnership
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
Article 1767 New Civil Code of the Philippines
Elements of a Partnership
1. Voluntary agreement
2. Agreement to contribute: money property, or industry
to a common fund
3. Intention of dividing the profits between or among the
partners
4. Must be established for lawful purpose and for the
Unlimited liability of
organized Fewer legal requirements Easy to dissolve or liquidate Less decision makers and lesser formalities
partners Agent of partnership may prejudice the interest of the partnership Capital is limited to partners actual contribution Ownership or interest cannot be transferred without dissolving the partnership
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Kinds of Partnership:
As to its Activities 2. As to Liabilities of the Partners 3. As to Duration of the Partnership 4. As to Legality of its Existence
1.
1. As to its Activities
a. Commercial Partnership
b. Professional Partnership
Kinds of Partner:
As to its Contribution 2. As to Liability to Outsiders 3. As to Participation in Management
1.
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1. As to its Contribution
a. Capitalist Partner
b. Industrial Partner c. Capitalist-industrial Partner
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2. As to Liability to Outsiders
a. General Partner
b. Limited Partner
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3. As to Participation in Management
a. Managing Partner
b. Secret Partner c. Silent Partner d. Dormant Partner
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Articles of Co-Partnership
1. 2. 3. 4. 5. 6. 7. 8. 9. 10.
Name of the Partnership Nature of the business of the Partnership Place of Business Effective date of the Partnership and its duration Name and addresses of the Partners and the agreed capitalization of each Rights, duties, and powers of each partner including the limitations The profit and loss sharing ratio Other compensation the partners may be entitled to Partners investments and withdrawals subsequent to the partnership formation Provision for the arbitration of disputes and manner of partnership liquidation
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Registration Requirements
SEC
Securities and Exchange Commission (SEC) Will issue certificate of registration
DTI
Department of Trade and Industries Will issue a certificate of registration of business name
Mayors Permit
Where the principal office of the business is located
BIR
Bureau of Internal Revenue Secure tax account number
SSS
Social Securities and System Secure the SSS certificate of membership and the SSS employer ID number
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