1. Partnership is created by agreement among partners while coownership may be created by agreement or the operation of the law. 2.

Partnership is created primarily for profit while co-ownership does not necessarily exist for profit. Profit may only be incidental. 3. The rights of the partners in a partnership is not transferred to his heirs while the rights of the co-owners descend to his heirs. 4. Partners cannot dispose of their interest in the partnership without the consent of the other partners while in a co-ownership the coowner can dispose of his right even without the consent of the other co-owner.

CONJUGAL PARTNERSHIP
- is different from a partnership in that it arises from the celebration of a marriage. It is considered an inviolable social institution whose incidents are determined by law. Partnership is created by agreement.

SYNDICATE
- a partnership and a syndicate are practically the same but a syndicate is always organized for a temporary undertaking.

PARTNERSHIP CONTRACT
- may either be oral or written. When the partnership contract is oral and the essential requisite of the contract is present, the contract is binding.

REGISTRATION OF A PARTNERSHIP Is necessary as a condition for the issuance of license to engage into business. The determination of the capital to be contributed is a necessary factor for registration. The partnership cannot evade tax liability in this case. The public should be able determine more accurately their membership and capital before dealing with the business. Failure to register a partnership does not prevent the partnership to acquire Juridical Personality. When immovable properties are contributed by partners, the law requires that the contract of partnership must be a writing a public instrument. An inventory of the properties must be made and attached to the public instrument. All immovable properties acquired by the partnership including interest there in must only be acquired in the partnership name. The title of such property must also be in the partnership name.

In forming a partnership the partners must take into consideration the constitutional limitation. Under the Philippine constitution, an organized partnership with 60% of the capital of which is owned by aliens, is qualified under the constitution to own real properties whether land, be it an agricultural, residential, or commercial property.

PRE-REGISTRATION REQUIREMENTS

A. Basic Requirements of Partnership

1. Name Verification Slip 2. Articles of Partnership 3. Undertaking to change name 4. Registration Data Sheet 5. If it is a Limited Partnership, the word "Limited" is added to the name. Articles of partnership of limited partnership should always be under oath only (JURAT) and not acknowledged by the partners before a notary public. 6. Clearance from government agencies concerned is also applicable in forming a partnership.

B. Additional Requirements for Partnership

1. License of custom brokers for custom brokerage. 2. Partnership with foreign partners: a. Foreign Investment Agent Application Form b. Proof of Inward Remittance of non-resident alien partner or affidavit manifesting intention not to register investment with the Banko Sentral ng Pilipinas. c. If the document is signed outside the Philippines, the same must be duly authenticated by the Philippine Consular Office in the place where it is executed.

Steps in Registration:
1. Secure name verification slip from the Records Division. 2. Proceed to Cashier for payment of filing fee. 3. Submit documents to the Receiving Unit of Records Section. 4. The documents are then forwarded to the Company Registration and Monitoring Department (CRMD) and assigned to the processors. 5. The documents are sent to typing pool for certificate of registration and returned to processing lawyer and Assistant Director for initials. 6. The papers are then forwarded to the Director for signature of the certificate of registration of partnership, 7. The certificate of registration are then forwarded to the Releasing Unit, records division (Ground Floor) and may be claimed upon presentation of the receipt of filing fee.

How to register a PARTNERSHIP with the SEC

The manner of registering a partnership is similar to that of a corporation: 1. Verify and reserve the proposed partnership name. You could do this the hard way, at the SEC Verification Unit, located at the SEC Building, EDSA, Greenhills, Mandaluyong City (right across the Philippine Overseas Employment Administration [POEA] and the EDSA Shrine). If you want to make your life a bit easier, you could do the verification and registration online, through the SEC-iRegister, a 24-7 portal. After paying the reservation fee, you will get a Name Verification Slip, which is submitted together with the other requirements. 2. Prepare the Articles of Partnership. This is equivalent to the Articles of Incorporation, whicih is one of the required documents for corporations.

3. Prepare the: (i) Written Undertaking to Change Partnership Name by any Partner; and (ii) Registration Data Sheet. There are additional requirements for certain partnerships, like customs brokerages, which are required to submit the customs broker licenses and professional tax receipts (PTR) of at least two partners. 4. File the complete documents with the SEC, upon payment of the requisite filing fees.