Professional Documents
Culture Documents
Partnership
- Resembles sole proprietorship but there are 2 or more owners
- form of business organization where two or more people share ownership and responsibility in managing the
business.
➢ Partner
- each owner of a partnership bus.
- share not only profits, but also costs, risks and responsibilities
➢ Articles of Co-Partnership
- written partnership contract;
- requisites: capital reaches P 3,000 in money or property.
1. name of the partnership;
2. names, addresses of the partners, and classes of partners: general or limited
partners;
3. effective date of the contract;
4. purpose and principal place of the business;
5. capital of the partnership: contributions of each partner;
6. rights and duties each partner;
7. profit or loss sharing;
8. conditions: partner’s withdrawals of assets;
9. manner of keeping the books of accounts;
10. causes of dissolution;
11. provision for arbitration for settlement of disputes.
➢ Government offices:
1. Securities and Exchange Commission–to secure the certificate: license to operate a business.
2. Department of Trade and Industry – to register the partnership’s trade or business name: not be
used by others.
3. City or Municipal Mayor’s Office – to secure for mayor’s permit and license to
operate in the city or municipality: compliance with their ordinances and standards.
5. SSS, Philhealth and Pag-ibig Fund – to register the partnership as an employer and
for remitting the employees’ contribution together with the employer’s share.
➢ CHARACTERISTICS OF A PARTNERSHIP
1. Mutual agency
o each partner is agent; will act on behalf of the partnership.
o limits of authority conferred on him.
2. Unlimited liability
o the partner’s personal assets may be used for this purpose.
4. Limited Life
o (Partnership) may be dissolved at any time
o Causes of dissolution: admission of a new partner, death, withdrawal or death of a partner, and
incorporation.
6. Legal entity
o own legal personality separate and distinct from that of each of the partners.
7. Taxable
o Partnerships: annual income tax rate of 30%
o except general professional partnerships.
➢ ADVANTAGES OF A PARTNERSHIP
1. Easy Formation –may be created by a simple contract; has fewer legal requirements.
➢ DISADVANTAGES OF A PARTNERSHIP
1. Instability – does not exist for an indefinite period of time because it is easily dissolved.
2. Unlimited liability –(partners) their personal properties may be called upon to pay the firm’s liabilities.
3. Lack of harmony – differences and disagreements of opinions among the partners in conducting the affairs
of their business.
4. Transfer of ownership – it is not easy; consent of each partner is required.
➢ KINDS OF PARTNERSHIPS
1. According to activities:
a. Service- main activity is rendering of services to customers/clients
b. Merchandising or Trading – main activity is the purchase and sale of goods
or products
c. Manufacturing – main activity is the production of goods or products
2. According to liability
a. General –general partners and are liable to partnership debts to the extent of their personal property after all
partnership assets have been exhausted.
b. Limited – who is being a limited partner, is liable only up to the extent of his capital interest in the partnership.
3. According to object
3.1. Universal Partnership
a. Universal partnership of all present property –partners contribute all the property which actually
belongs to them to a common fund; become the common partnership assets.
(yung mga naka parenthesis eh wala sa orig definition, mej magulo lang yung definition kaya nagdagdag me ng info, or nag translate or define ng panibago pag malalim masyado yung
English)
b. Universal partnership of profits
- All partners may acquire by (or all profits from) their industry or work during the existence of the partnership
(belong to the partnership);
- usufruct (or to use or to benefit) of movable or immovable property which each of the partners may possess
(belong to the partnership);
- The original movable or immovable property contributed do not become common partnership assets;
- if hindi specified ang nature ng partnership, matic universal partnership of profits yon.
3.2. Particular partnership – one that has for its objects determinate things, their use or fruits, or a specific
undertaking, or the exercise of a profession or vocation. (like nilalagay talaga sa papeles kung anong nature or purpose nila;
specific sila)
6. According to publicity
a. Secret partnership – one wherein the existence of certain persons as partners is not made known to the
public by any of the partners. (parang partnership namin nila ano, pa thrill si ano eh)
b. Open partnership – one whose existence is made known to the public by the members of the firm.
b. De Facto partnership – one which has failed to comply with all the legal requirements for its establishment.
➢ CLASSES OF PARTNERS
1. As to contribution
a. Capitalist partner – contributes money or property.
b. Industrial partner – contributes only his skills, industry, labor or services.
c. Capitalist-industrial partner – contributes money, property and industry. (bee-da2 eh)
3. As to management participation
a. Managing partner – one who is appointed: take charge of the partnership business
b. Silent partner – one who has no active part in the management but is known to be a partner