Partnership 6.23.

2012
Review:
Genesis Only an illustration of the three forms of Business Organization
Sole Proprietorship
Partnership
Corporation
I. !RI"IC#$ P%RSO&#$I'(
Which is the most important difference between a partnership and co-ownership?
It is in the matter of juridica personait!.
Partnership there is juridica personait!
"o-ownership no juridica personait!
#he benefits of bein$ a juridica person is that !ou wi be afforded ri$hts which are aso afforded to
natura persons.
%wn certain properties
#ransfer ri$hts pertainin$ to those properties
&ou can sue and be sued
'c(uire tite
' juridica person can aso e)ercise ri$hts found in the "onstitution *+i of ,i$hts-
's a juridica person. ma! a partnership enjo! a of the ri$hts in the bi of ri$hts? /ot a.
0ow about the ri$ht to suffra$e? /o. the ri$ht to suffra$e is on! afforded to natura persons.
0ow about ri$ht a$ainst ie$a search and sei1ures? &es. #he in2esti$atin$ bod! shoud first obtain a
search warrant to do so.
,i$ht a$ainst sef-incrimination? &es.
,i$ht to bai? /o. ' partnership cannot be imprisoned. it woud be an absurd situation.
NATURAL PERSON V. JURIDICAL PERSON
/atura Person "reated b! 3od
4uridica Person "reated b! 5aw
#est tube bab!? "reated b! 3od throu$h the use of scientific instruments.
#o be abe to ac(uire 4uridica Personait!. woud the partnership a$reement ha2e to be in a pubic
document and be re$istered with the 67"? /o.
What happens if the! do not re$ister with the 67"? #he! woud sti ac(uire juridica personait!. because
the aw sa!s that a partnership needs on! consent from partners-to-be since a partnership is a consensua
contract. #o be abe to ac(uire juridica personait!. it is enou$h for partners to a$ree to be partners.
Wh! then is there a re(uirement of re$isterin$ in 67"? 8or the protection of third-parties and for pubic
wefare. In other words. this is for administrati2e purposes or con2enience.
II. %)IS'%&C% O* '+% P#R'&%RS+IP
3enera!. a partnership is created simp! when partners a$ree to be partners. but there are e)ceptions.
What are the e)ceptions?
#his is when there is a contribution of immo2abe propert!. the same shoud be paced in an in2entor!
si$ned b! the parties and attached to the pubic instrument. otherwise the partnership wi be 2oid.
Iustration9
When partners contribute Php100.000 each so that it coud ac(uire a :-hectare su$ar and. shoud the
partnership need to be paced in a pubic instrument and woud the su$ar and need to be paced in an
in2entor!?
When a rea propert! is ac(uired throu$h what has aread! been contributed in the partnership. there is no
need for in2entor!. In this case the partnership woud sti be 2aid. #he rea propert! that is needed to be
paced in an in2entor! are rea propert! direct! contributed to the partnership and not those bou$ht out of
the mone! contributed b! the partners themse2es..
,e$ardess of 2aue. if the nature of the propert! is that of an immo2abe propert!. then it shoud be
paced in an in2entor!. an a other re(uirements shoud be compied.
III. R%,!IR%" *OR # P#R'&%R 'O B% #"-I''%"
"onsent of a the other partners
"orporation as a juridica person can it become a partner?
/o. 6ince a corporation consists of stoc;hoders.
0ow about a partnership can a partnership become a partner? we ended with this (uestion.