PRELIM EXAM DISCUSSION

 
o Lawyer and a CPA, Lawyer profession. What partnership can they do?
 Partners can enter into a partnership for the exercise of their
profession as long as they have SIMILAR profession.
 They cannot be partners even if they contribute capital.
 They can perform not necessarily professional partnership only.
 THEY MUST ENGAGE INTO A DIFFERENT (not for profession)
BUSINESS. E.g. merchandising
 
o Valid? Contribution of cash, property, equipment, land, building
 VOID. Because it is not in public instrument and there's no
inventory of the property
 
o Partnership begins from:
 When the contract of partnership is EXECUTED.
 Not necessary, when the partnership started, when partners
contributed
o Partnership with a fixed term.
 DISSOLVED automatically upon the expiration of the term.
o Specific and determinate thing, not fungible: only the USE is contributed. WHO
WILL BEAR THE RISK?
 Partnership for profit.
 The partner will bear the risk because he is still the owner.
Partnership is only for the profit derived from it.
o What will be the principle enunciated when all partners are managers?
 Not commutative, not bilateral
 PARTNERSHIP IS AN AGENCY CONTRACT IN ESSENCE
o 2,000 each contribution and personal property of 500 pesos.
 VALID. Need not to go through the requirements of written public
instrument because it is below 3000 and only personal properties
o Obligations of the partners:
 Share in the partnership in case of insolvent partnership
 Not to engage in a business the same to the partnership
o Interest is included in the debt/ partnership debt/ debt of partner
 Whichever is BURDENSOME (highest interest rate), it is where you
have to apply the payment made first.
o Priority of order:
 Majority vote of managing partners
 Base it on their shares.
o Art. 1887 Inventory of real properties.
 Follow what was the agreed value in the articles
 Determination of value of an expert
o Partners right over specific partnership property.
 Partners are co-owners
 Not assignable
 Not subject to legal support
o Effects of an unlawful partnership
 No legal personality
 Partners forfeit their share in the profit
o General partnership: industrial partners share in the losses is exempted unless
agreed upon.
o Ltd partner: property and money only.
o Admitted new partner: will contribute to the obligation of old partnership? YES.
Only to the extent of his contribution.
o Forms of contract of partnership
 Capital is 3000 or more. Money or property. Partnership contract
must be in public instrument and registered in SEC to be valid
o Deliver 3 yrs from the oral agreement. Status?
 Unenforceable. Because it is not in public instrument.
o Contribution of 1M real property and cash. Partners are from mental institution
but does not mention they have unsound mind.
 Unenforceable. They did not follow the required form.
o Limited partner: money and property
o Doesn't mean a partner contributed his services, he can only be the manager.
o Refusal to go with the agreement. Can he be compelled to comply with the
agreement? NO. merely oral.
o A partner failed to deliver his promised contribution. HE CAN COMPEL TO
DELIVER WHAT HE FAILED TO DELIVER. Specific performance.
o Universal partnership of ALL PRESENT PROPERTY.
 It cannot be that the FUTURE PROPERTY will be part of the
partnership
 Any stipulation of allowing is void.
o Universal partnership of PROFIT.
 E.g salary
o General-Limited Partner: allowed.
 Has rights and powers of GP.
 Liable in his separate property to third persons
 With respect to his contribution: he has the priority among the other GP.
 He has right to recover the amount that has been paid to third persons as deb
o Whether it is or not registered with SEC, it will not affect the judicial personality
o Agent as to what extent?
o Posted in publication is enough and presumed to have known by all of the
creditors.
 Only to the old ones where the partnership transacted needs
special reminder.
o It is not necessary to include the name of one partner or all of them.
 o The amount of contribution written in the articles of partnership must be
followed.
 If what has been contributed is insufficient, the partner must add to
reflect what is in the art. NOT by amending the articles.
o A third person who lends a credit to the partnership, agreed to have a share on
their profits but AS A PAYMENT OF THE DEBT, is NOT A PARTNER.
o In the situation that needs immediate decision, and one partner is absent, the
present partners can decide already. If further delay would result more losses.
 GR: the partners cannot decide without the presence of other
partners.
o All the partners will be solidarily liable to compensate the wrong doing of the
partnership.
o Attribute not common to private corporation and commercial partnership:
SUCCESSION RIGHTS.
o Existence of private corporation: may exist in perpetuity unless stated.
o Qualification of member of board of directors: MUST BE A SUBSCRIBER OR A
SHAREHOLDER OF THE CORP.
o Nationality of corporation: under the country its laws are formed.
INCORPORATION.
o Treasury shares are not part of subscribed shares but still entitled to dividends.
o A shareholder is qualified to vote although he has NOT YET PAID THE
SUBSCRIPTION.
o Non-voting preferred stock
o Discounted shares are stocks issued below its FV
o Watered shares are stocks issued below PAR or issued value.
o By-laws are amendment may no longer be required if delegated by stockholders
to the board of directors.