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Partnership

Partnership

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Published by: Nico Bambao on Nov 19, 2010
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Title IX. - PARTNERSHIP CHAPTER 1 GENERAL PROVISIONS Art. 1767.

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. Two or more persons may also form a partnership for the exercise of a profession. (1665a) Art. 1768. The partnership has a judicial personality separate and distinct from that of each of the partners, even in case of failure to comply with the requirements of Article 1772, first paragraph. (n) Art. 1769. In determining whether a partnership exists, these rules shall apply: (1) Except as provided by Article 1825, persons who are not partners as to each other are not partners as to third persons; (2) Co-ownership or co-possession does not of itself establish a partnership, whether such-co-owners or co-possessors do or do not share any profits made by the use of the property; (3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived; (4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

(a) As a debt by installments or otherwise; (b) As wages of an employee or rent to a landlord; (c) As an annuity to a widow or representative of a deceased partner; (d) As interest on a loan, though the amount of payment vary with the profits of the business; (e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise. (n) Art. 1770. A partnership must have a lawful object or purpose, and must be established for the common benefit or interest of the partners. When an unlawful partnership is dissolved by a judicial decree, the profits shall be confiscated in favor of the State, without prejudice to the provisions of the Penal Code governing the confiscation of the instruments and effects of a crime. (1666a) Art. 1771. A partnership may be constituted in any form, except where immovable property or real rights are contributed thereto, in which case a public instrument shall be necessary. (1667a)

if an inventory of said property is not made. 1777. (1675) Art. 1772. Every contract of partnership having a capital of three thousand pesos or more. or donation cannot be included in such stipulation. (1674a) Art. A contract of partnership is void. the property which belongs to each of the partners at the time of the constitution of the partnership. In a universal partnership of all present property. and attached to the public instrument. 1775. legacy. (1678) . with the intention of dividing the same among themselves. only constitute a universal partnership of profits. but the property which the partners may acquire subsequently by inheritance. 1778. which must be recorded in the Office of the Securities and Exchange Commission. (1669) Art. (1677) Art. Any immovable property or an interest therein may be acquired in the partnership name. 1783. Associations and societies. (n) Art. their use or fruits. (1673) Art. A stipulation for the common enjoyment of any other profits may also be made. 1780. 1776. except the fruits thereof. shall appear in a public instrument. A partnership of all present property is that in which the partners contribute all the property which actually belongs to them to a common fund. As regards the liability of the partners. and wherein any one of the members may contract in his own name with third persons. 1782. and shall be governed by the provisions relating to coownership. (1676) Art. (1671a) Art. or specific undertaking. in money or property. (1668a) Art. a partnership is either universal or particular. or the exercise of a profession or vocation. whose articles are kept secret among the members. Persons who are prohibited from giving each other any donation or advantage cannot enter into universal partnership. 1781. as well as all the profits which they may acquire therewith. Failure to comply with the requirements of the preceding paragraph shall not affect the liability of the partnership and the members thereof to third persons. signed by the parties. as well as all the profits which they may acquire therewith. a partnership may be general or limited. Articles of universal partnership. 1773. 1779. (1672) Art. becomes the common property of all the partners. A particular partnership has for its object determinate things.Art. Title so acquired can be conveyed only in the partnership name. (n) Art. Movable or immovable property which each of the partners may possess at the time of the celebration of the contract shall continue to pertain exclusively to each. A universal partnership may refer to all the present property or to all the profits. entered into without specification of its nature. only the usufruct passing to the partnership. A universal partnership of profits comprises all that the partners may acquire by their industry or work during the existence of the partnership. 1774. As to its object. shall have no juridical personality. whenever immovable property is contributed thereto.

1789. A partner who has undertaken to contribute a sum of money and fails to do so becomes a debtor for the interest and damages from the time he should have complied with his obligation. it shall be made by experts chosen by the partners. 1784. . unless it is otherwise stipulated. (n) Art. but should he .CHAPTER 2 OBLIGATIONS OF THE PARTNERS SECTION 1. (n) Art. shall he obliged to sell his interest to the other partners. the subsequent changes thereof being for account of the partnership. (n) Art. without the need of any demand. 1787. the capitalist partners may either exclude him from the firm or avail themselves of the benefits which he may have obtained in violation of this provision. (1679) Art. from a person who owed the partnership another sum also demandable. the sum thus collected shall be applied to the two credits in proportion to their amounts. even though he may have given a receipt for his own credit only. Unless there is a stipulation to the contrary. to save the venture. without any settlement or liquidation of the partnership affairs. in case of an imminent loss of the business of the partnership.Obligations of the Partners Among Themselves Art. so far as is consistent with a partnership at will. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement. the rights and duties of the partners remain the same as they were at such termination. If there is no agreement to the contrary. A partnership begins from the moment of the execution of the contract. 1785. with a right to damages in either case. He shall also be liable for the fruits thereof from the time they should have been delivered. is prima facie evidence of a continuation of the partnership. and in the absence of stipulation. and his liability shall begin from the time he converted the amount to his own use. (n) Art. When the capital or a part thereof which a partner is bound to contribute consists of goods. and if he should do so. unless the partnership expressly permits him to do so. (1681a) Art. 1791. except an industrial partner. He shall also be bound for warranty in case of eviction with regard to specific and determinate things which he may have contributed to the partnership. (1682) Art. Every partner is a debtor of the partnership for whatever he may have promised to contribute thereto. 1790. 1792. 1788. and according to current prices. the partners shall contribute equal shares to the capital of the partnership. any partner who refuses to contribute an additional share to the capital. The same rule applies to any amount he may have taken from the partnership coffers. A continuation of the business by the partners or such of them as habitually acted therein during the term. in the same cases and in the same manner as the vendor is bound with respect to the vendee. 1786. their appraisal must be made in the manner prescribed in the contract of partnership. (n) Art. An industrial partner cannot engage in business for himself. If a partner authorized to manage collects a demandable sum which was owed to him in his own name.

shall be obliged. the risk of the things brought and appraised in the inventory. shall also be borne by the partnership. The partnership shall be responsible to every partner for the amounts he may have disbursed on behalf of the partnership and for the corresponding interest. (1689a) Art. it shall also answer to each partner for the obligations he may have contracted in good faith in the interest of the partnership business.have given it for the account of the partnership credit. In the absence of stipulation. (1687) Art. The losses and profits shall be distributed in conformity with the agreement. the courts may equitably lessen this responsibility if through the partner's extraordinary efforts in other activities of the partnership. contributed to the partnership so that only their use and fruits may be for the common benefit. (1685a) Art. the amount shall be fully applied to the latter. complain of such decision. (1691) . If besides his services he has contributed capital. The risk of specific and determinate things. if the debtor should thereafter become insolvent. In the absence of stipulation. The designation of losses and profits cannot be intrusted to one of the partners. the risk shall be borne by the partnership. If only the share of each partner in the profits has been agreed upon. or cannot be kept without deteriorating. (1688a) Art. (1684) Art. (1690) Art. 1796. but only if the personal credit of the partner should be more onerous to him. the share of each in the losses shall be in the same proportion. he shall also receive a share in the profits in proportion to his capital. 1793. and for risks in consequence of its management. As for the profits. 1795. 1799. when the other partners have not collected theirs. such designation may be impugned only when it is manifestly inequitable. However. A stipulation which excludes one or more partners from any share in the profits or losses is void. The provisions of this article are understood to be without prejudice to the right granted to the other debtor by Article 1252. his share of a partnership credit. and in such case the claim shall be limited to the value at which they were appraised. (1686a) Art. 1794. but the industrial partner shall not be liable for the losses. the share of each partner in the profits and losses shall be in proportion to what he may have contributed. unusual profits have been realized. 1797. in whole or in part. the industrial partner shall receive such share as may be just and equitable under the circumstances. from the time the expense are made. In no case may a partner who has begun to execute the decision of the third person. Every partner is responsible to the partnership for damages suffered by it through his fault. If the things contribute are fungible. A partner who has received. and he cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry. shall be borne by the partner who owns them. 1798. which are not fungible. If the partners have agreed to intrust to a third person the designation of the share of each one in the profits and losses. or who has not impugned the same within a period of three months from the time he had knowledge thereof. or if they were contributed to be sold. to bring to the partnership capital what he received even though he may have given receipt for his share only.

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