1) ARTICLE 1771 – FORM OF THE CONTRACT

WHAT IS THE FORM OF THE CONTRACT OF PARTNERSHIP?

Any form. However, it should be in a public instrument when immovable
property or real rights are contributed.

2) ARTICLE 1772 – SEC REGISTRATION REQUIREMENT

ARE THE PARTNERS REQUIRED TO REGISTER THEIR PARTNERSHIP WITH THE

SECURITIES AND EXCHANGE COMMISSION?
Yes, the Contract of Partnership must be in a public Instrument and recorded
at the SEC when capital is P3,000 or more.

WHAT IS THE EFFECT IF THE PARTNERS FAILED TO REGISTER AT THE SEC?

The partnership may not be able to put properties nor sue under its name.
However, the failure to register does not affect the liability of the partnership
and the members to 3rd person.

3) ARTICLE 1773 – REQUIREMENT OF INVENTORY OF IMMOVABLE

PROPERTIES CONTRIBUTED

WHAT IS THE EFFECT IF THE PARTNERSHIP FAILS TO ATTACH OR STATE AN

INVENTORY OF THE PROPERTIES CONTRIBUTED IN THEIR CONTRACT?
The Failure to attached inventory of immovable properties to the public
instrument makes the contract of partnership VOID.

IS THERE A SIMILAR REQUIREMENT FOR CONTRIBUTIONS OF PERSONAL

PROPERTY?
No, an inventory of personal property is not required

4) ARTICLE 1774 – ACQUISITION OR CONVEYANCE OF IMMOVABLE PROPERTY

IN THE PARTNERSHIP

WHAT IS THE EFFECT OF ACQUIRING A JURIDICAL PERSONALITY?

The partnership can buy or sell real and personal properties.

5) ARTICLE 1775 – ASSOCIATIONS AND SOCIETIES; ARTICLE ARE KEPT SECRET;

MEMBERS MAY CONTRACT IN THEIR NAMES WITH 3RD PERSONS
 WHAT IS THE LEGAL STANDING OF ASSOCIATIONS AND SOCIETIES?
They are not partnerships and has no juridical personality. They are
governed under the law on co-ownership.

EXAMPLE:
Homeowner’s association.

6) ARTICLE 1776 – KINDS OF PARTNERSHIP

- As to object:
a. Universal
b. Particular

- As to liability of partners
a. General
b. Limited

Kinds of partners

a. Capitalist
b. Industrialist
c. General partner
d. Limited partner
e. Managing partner
f. Liquidating partner
g. Partner by estoppels
h. Continuing partner
i. Surviving partner
j. Subpartner
k. Ostensible partner
l. Secret partner
m. Silent partner
n. Dormant partner
o. Original partner
p. Incoming partner
q. Retiring partner

7) ARTICLE 1777 TO 1780 – TWO KINDS OF UNIVERSAL PARTNERSHIP

WHAT ARE THE TWO KINDS OF UNIVERSAL PARTNERSHIP?

a) Universal Partnership of all present properties
b) Universal Partnership of all profits
 WHAT ARE THE FEATURES OF A UNIVERSAL PARTNERSHIP OF ALL PRESENT
PROPERTIES?
- Contribute all properties at the time of the constitution of the
partnership to a common fund
- Profits derived from the contribution becomes common property
- Future properties i.e. inheritance, legacy and donations cannot be
contributed as the same is not determinate.
- Profits from other sources become common property if stipulated

WHAT ARE THE FEATURES OF A UNIVERSAL PARTNERSHIP OF ALL PROFITS?

- Profits from industry or work is common property
- Usufruct of the properties at the time of execution of the contract of
partnership is common property
- Partners retain ownership of present and future property
- Profits acquired by chance is not included in the common property
- Fruits of property subsequently acquired is not included in the
common property except if stipulated

8) ARTICLE 1781 – PRESUMPTION OF UNIVERSAL PARTNERSHIP OF ALL

PROFITS IF NOT SPECIFIED IN THE AGREEMENT; LESS OBLIGATION ON THE
PARTNERS

9) ARTICLE 1782 – PERSONS PROHIBITED FROM JOINING A UNIVERSAL

PARTNERSHIP

WHO ARE NOT ALLOWED TO FORM A UNIVERSAL PARTNERSHIP?

Those who are prohibited to give donations i.e. Husband and wife with or
without a valid marriage.

10) ARTICLE 1783 – PARTICULAR PARTNERSHIP

WHAT ARE THE FEATURES OF A PARTICULAR PARTNERSHIP?

The purpose or object of the partnership are determinate things, specific
undertaking or exercise of profession or vocation.

EXAMPLE:
Convenience store business, manufacturing of shoes, Auditing firms, etc.
WHAT IS THE DIFFERENCE BETWEEN UNIVERSAL PARTNERSHIP AND
PARTICULAR PARTNERSHIP?
In Universal Partnership, no particular business or activity is specified. All
transactions of the partners refer to the partnership.

In Particular Partnership, the partners choose a specific business or activity

wherein they act as partners.