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Partnership Presentation

Partnership
Rights and
Duties
Dos and
Donts
Famous
Partnerships
Partnership
Rights and
Duties
Dos and
Donts
Famous
Partnerships
What is Partnership?
Partnership
A single business where two or
more persons share ownership
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.

Partnership
A partnership must have a lawful
object or purpose, and must be
established for the common
benefit or interest of the partners.
Two or more persons may also
form a partnership for the exercise
of a profession.
Basic Features of a Business
Partnership
Justo Torres Jr., The Law On Business Organization, p. 6. 2008
Voluntary Agreement
There must be a valid, purely
voluntary agreement of parties to be
partners as no person may be
compelled against his will to be a
partner.
An Association for Profit
If the aim of the association is
anything other than profit, it is
certainly not a partnership. For this
reason, associations for charity, civic
or social purposes cannot be
considered partnerships. Besides, the
intention of partners must be to
divide the profits.
Contribution to a Common Fund
The partners must each contribute
money, property or industry to a
common fund as capital of the
business. Real or effective credit,
such as promissory note, or other
evidence of indebtedness may be
contributed as it is considered
property.
Lawful Purpose
As in other kinds of contract, the
purpose of a partnership must be
lawful and must be established for
the common benefit or interest of
the partners. Hence, no partnership
can arise if the purpose is contrary to
law, morals, good customs, public
order or public policy.
Mutual Agency of Partners
A partner is considered the agent of
his co-partners and of the firm in
respect of all partnership acts. The
relationship therefore of the partners
is highly fiduciary in character.
Articles must not be kept secret
All partners are entitled to know the
contents of the articles of
partnership and each one must be
given that opportunity equally with
the others.
Separate Judicial Personality
A partnership organized under the
Civil Code acquires a distinct legal
personality from the partners and as
such it can act as a legal unit.
Kinds of Partnership
as to Object
Particular Partnership
One existing where the parties have
united to share the benefits of a
single individual transaction or
enterprise.
Blacks Law Dictionary 4th Ed. Rev.
Universal Partnership
One in which the partners jointly
agree to contribute to the common
fund of the partnership the whole of
their property, of whatever character,
and future, as well as present.
Blacks Law Dictionary 4th Ed. Rev.
Kinds of Partnership
as to Liability
General Partnerships
Assume that profits, liability and
management duties are divided
equally among partners. If you opt
for an unequal distribution, the
percentages assigned to each partner
must be documented in the
partnership agreement.
www.sba.gov/content/partnership#
General Partnerships
Partnership in which the parties carry
on all their trade and business,
whatever it may be, for the joint
benefit and profit of all the parties
concerned, whether the capital stock
be limited or not, or the
contributions thereto be equal or
unequal.
Blacks Law Dictionary 4th Ed. Rev.
Limited Partnerships
More complex than general
partnerships. Limited partnerships
allow partners to have limited
liability as well as limited input with
management decisions. These limits
depend on the extent of each
partners investment percentage.
www.sba.gov/content/partnership#
Limited Partnerships
A partnership consisting of one or
more general partners, jointly and
severally responsible as ordinary
partners, and by whom the business is
conducted, and one or more special
partners, contributing in cash
payments a specific sum as capital to
the common stock, and who are not
liable for the debts of the partnership
beyond the fund so contributed.
Blacks Law Dictionary 4th Ed. Rev.
Other Types of Partnership
Partnership at Will
A partnership at will is one in which
no term of existence has been fixed
and which may be terminated at the
will of any partners.
Justo Torres Jr., The Law On Business Organization, p. 18. 2008
Partnership with a Fixed Term
A partnership with a fixed term is one
whose period of existence has been
fixed and agreed upon by the
partners.
Justo Torres Jr., The Law On Business Organization, p. 18. 2008
Joint Ventures
Act as general partnership, but for
only a limited period of time or for a
single project. Partners in a joint
venture can be recognized as an on
going partnership if they continue
the venture, but they must file as
such.
www.sba.gov/content/partnership#
Kinds of Partners
Jose Nolledo, Handbook on Partnership Law and Corporation Code, p.
24. 2002
Justo Torres Jr., The Law On Business Organization, p. 19. 2008
Blacks Law Dictionary 4th Ed. Rev.
www.sba.gov/content/partnership#


General Partner
A general partner is a member of a
general or limited partnership who is
responsible to third persons with his
separate property for his pro rata
share of the partnership obligations
after the partnership assets are
exhausted.
Limited Partner
A limited partner is a member in a
limited partnership who is not liable
to third persons with his separate
property for partnership obligations
notwithstanding the exhaustion of
the partnership assets.
Capitalist Partner
A capitalist partner is a general or
limited partner who contributes
money or property to the common
fund of the partnership.
Industrial Partner
An industrial partner is actually a
general partner whose contribution
to the common fund of the
partnership is his industry or
services, becomes the common
property of all the partners, as well
as all the profits which they may
acquire therewith.
Managing Partner
A managing partner is a general
partner in a general or limited
partnership who manages or
administers the partnership business
or property either by reason of
agreement or pursuant to law.
Winding Up Partner
A winding up partner or liquidating
partner is a member of a partnership
entrusted with the winding up of
partnership affairs upon the
dissolution of the partnership.
Ostensible Partner
An ostensible partner is one whose
name appears in the firm name, and
who is known publicly as a partner
Quasi Partner
A quasi partners is a partner of lands,
goods, or chattels who are not actual
partners are sometimes so called.
Secret Partner
A secret partner is one who is a
member of a partnership but is not
known to the public as such.
Dormant Partner
A dormant partner is one who is
merely passive in the firm, whether
known or unknown, in
contradistinction to those who are
active and conduct the business of
the firm as principals.
Special Partner
A special partner is a member of a
limited partnership, who furnishes
certain funds to the common stock,
and whose liability extends no
further than the fund furnished. A
partner whose responsibility is
restricted to the amount of his
investment.
Nominal Partner
A nominal partner is a person who is
not actually a partner but who, by his
acts or omissions, is made liable, as a
partner, to third persons for
obligations of the partnership.
Partnership
Rights and
Duties
Dos and
Donts
Famous
Partnerships
Rights of a
Partner
Property Rights of a Partner
1. His rights in specific partnership property
2. His interest in the partnership; and
3. His right to participate in the management.
Incidents of Right in Specific
Property
Justo Torres Jr., The Law On Business Organization, p. 50. 2008
Equal Right to Possess
Each partner has the right to possess
specific partnership property for
partnership purposes equally with the
others. But by agreement a partner alone
may possess and use a specific partnership
property for partnership purposes.

Partners Right Not Assignable
A partners right in specific partnership
property is not assignable without the
consent of his co-partners. The reason of
the law why a partner cannot assign his
dissolution and liquidation is because it is
impossible to measure the partners
beneficial interest.
Not Subject to Attachment or
Execution
This has reference to beneficial ownership
of a partner in specific partnership property
as distinguished from the interest of a
partner in the partnership which may be
levied upon by a judgment creditor.
Not Subject to Legal Support
The beneficial ownership of a partner in
specific partnership property cannot be the
subject of legal support since the latter
obligation is personal to the partner.
Rights and Duties
of a Partner
Rights
1. Right of the partner to take part in the day-
to-day management of the firm.
2. Right to be consulted and heard while taking
any decision regarding the business.
3. Right of access to books of accounts and call
for the copy of the same.
Rights
4. Right to share the profits equally or as agreed
upon by the partners.
5. Right to get interest on capital contributed by
the partners to the firm.
6. Right to avail interest on advances paid by
the partners for business purpose.
Rights
7. Right to be indemnified in respect of
payment made or liabilities incurred or for
protecting the firm from losses.
8. Right to the use of partnership property
exclusively for partnership business only not
himself.
Rights
9. Right as agent of the firm and implied
authority to bind the firm for any act done in
carrying the business.
10.Right to prevent admission of new
partners/expulsion of existing partners.
Rights
11.Right to continue unless and otherwise he
himself cease to become partner.
12.Right to retire with the consent of other
partners and according to the terms-and
conditions of deed.
Rights
13.Right of outgoing partner/legal heirs of
deceased partner.
www.preservearticles.com/201101153418/rights-duties-and-liabilities-
of-partners.html
Duties
1. To carry on the business to the greatest
common advantage
2. To be just and faithful to each other
3. To render true accounts
4. To provide full information

Duties
5. To attend diligently to his duties
6. To work without remuneration
7. To indemnify for loss caused by fraud or
willful neglect
8. To hold and use partnership property
exclusively for the firm
Duties
9. To account for personal profits
10. Not to carry on any competing business
11. To share losses
12. To act within authority
13. Duty to be liable jointly and severally
14. Duty not to assign his interest
www.preservearticles.com/201101153418/rights-duties-and-liabilities-
of-partners.html
Partnership
Rights and
Duties
Dos and
Donts
Famous
Partnerships
How To
Make
Sure
Business
Will
Prosper
THINGS TO DO
Have a written partnership agreement.
Set forth objectives of the partnership,
expected benefits to the Department's
programs, policy on endorsements and
advertising and the responsibilities of
each partner.
THINGS TO DO
Authorize official time for employees to
work on the joint effort for which the
partnership was established.
THINGS TO DO
Have employees who are officers in
partner organizations recuse (disqualify)
themselves from any involvement as a
federal employee in particular matters in
which that partner organization has a
financial interest.
THINGS TO DO
Create mutually beneficial partnerships
with others whose missions may vary
from ours, as long as they are not in
conflict with our land and service ethics
or civil rights policies.
THINGS TO DO
Talk to representatives of organizations
about sharing resources, including
money, where we are likely to
consummate an appropriate cost-sharing
agreement.
THINGS TO DO
Allow employees to assist a community
partner in writing a grant proposal to a
DOI bureau, as long as that employee is
not part of the grant review or decision
process.
www.doi.gov/partnerships/ethics-dos-and-donts.cfm
THINGS NOT TO DO
Endorse the products or services of the
partner organization in your official
capacity.
Solicit funds or donations for your
programs from partner organizations
without specific statutory authority to
solicit and to accept donations and gifts.
THINGS NOT TO DO
Create an organization to do what your own
agency cannot do and then enter into a
partnership with it.
Accept any compensation other than your
federal salary for official duty services you
provide to partner organizations unless that
compensation is from a Federal agency.
THINGS NOT TO DO
Use appropriated money to pay for
lobbying activities to be performed by a
partner.
Control or assume any measure of practical
responsibility for the fund raising activities
of private individuals or organizations that
are partners.
THINGS NOT TO DO
Partner on a project that is in conflict with
our stated ethics or civil rights policies.
Partner on a project that might jeopardize
the conservation of a threatened species on
adjacent private lands.
THINGS NOT TO DO
Partner on a project with an entity that
discriminates based on race, color, national
origin, sex, religion, age, disability, political
beliefs, or marital or familial status.
Give preferential treatment to any private
organization or individual.
www.doi.gov/partnerships/ethics-dos-and-donts.cfm
4 Common Mistakes
www.businessinsider.com/taking-on-a-business-partner-dont-make-
these-4-common-mistakes-2010
4 Common Mistakes
Not pinpointing roles
Clearly lay out each
persons roles and
responsibilities
beforehand
Donts Dos
4 Common Mistakes
Failing to discuss long-
term goals
Discuss your specific
long-term goals openly
Donts Dos
4 Common Mistakes
Not stipulating how to
make decisions or
resolve disputes
Introduce a formal
method for making
decisions and
addressing
disagreements
Donts Dos
4 Common Mistakes
Giving short shrift to
your partnership
agreement
Create a clear
agreement upfront
Donts Dos
Partnership
Rights and
Duties
Dos and
Donts
Famous
Partnerships
Famous Partnerships
Famous Partnerships
Lucio and Susan Co

Date Started 1998
Net Worth $1.9B
Business Type Retail
Famous Company Puregold
www.forbes.com/profile/lucio-and-susan-co/
Top 10 Partnerships
Famous Partnerships
1
Famous Partnerships
Larry Page and Sergey Brin

Company Google
Year Founded 1998

Why Their Partnership Works
Similar Interest
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
2
Famous Partnerships
Steve Jobs and Steve Wozniak

Company Apple Inc.
Year Founded 1976

Why Their Partnership Works
Different Skills
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
3
Famous Partnerships
Evan William and Biz Stone

Company Twitter
Year Founded 2006

Why Their Partnership Works
Similar Interest
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
4
Famous Partnerships
Bill Gates and Paul Allen

Company Microsoft
Year Founded 2006

Why Their Partnership Works
Friendship
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
5
Famous Partnerships
Bill Hewlett and Dave Packard

Company Hewlett-Packard
Year Founded 1939

Why Their Partnership Works
Friendship and Similar Interest
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
6
Famous Partnerships
Ben Cohen and Jerry Greenfield

Company Ben & Jerrys
Year Founded 1978

Why Their Partnership Works
Friendship and Similar Interest
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
7
Famous Partnerships
Pierre Omidyar and Jeffrey Skoll

Company eBay
Year Founded 1995

Why Their Partnership Works
Loyalty to Customers
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
8
Famous Partnerships
Gordon Moore and Bob Noyce

Company Intel
Year Founded 2006

Why Their Partnership Works
Different Skills
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
9
Famous Partnerships
William Procter and James Gamble

Company Procter and Gamble
Year Founded 1837

Why Their Partnership Works
Family
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Famous Partnerships
10
Famous Partnerships
Evan William and Biz Stone

Company Yahoo!
Year Founded 1995

Why Their Partnership Works
Similar Interest
www.businessinsider.com/10-super-successful-cofounders-and-why-
their-partnerships-worked-2011-6?op=1
Partnership Form Sample
ARTICLES OF PARTNERSHIP

KNOW ALL MEN BY THESE PRESENTS:

That we, __________, __________, all of legal
age, married and residents of __________, Philippines,
Have this day voluntarily associated ourselves together
for the purpose of forming a partnership, effective as of
the date of this contract, under the terms and
conditions hereinafter set fourth, and subject to the
provisions of existing laws:
AND WE HEREBY CERTIFY:

I
That the names, surnames and postal addresses
of the partners of this partnership are as follows:

NAMES ADDRESSES
________________ ________________
________________ ________________
________________ ________________
II
That the name of this partnership shall be
__________ and shall transact business under said firm
name.

III
That the principal office of this partnership shall
be at __________, Philippines, which office may be
changed if necessary.
IV
That the capital of this partnership is _________
(P__________), Philippine Currency, which has been
contributed in equal share by us, this is (P__________),
Philippine Currency, by each one of us.

V
That the purpose or purposes for which this
partnership is organized are: _____________________
_____________________________________________
____________________________________________.
VI
That the term for which this partnership is to
exist is _________ years from the date of this contract.

VII
That this partnership shall be under the
management of __________, and as such manager he
shall have charge and supervision of the affairs of the
partnership; otherwise performing such acts as are
necessary and expedient to promote the lawful
purposes of the firm.
VIII
That the managing partner shall receive a
monthly compensation of __________ (P__________),
Philippine Currency.

IX
That the profits and losses of this partnership
shall be divided and distributed proportionately on the
ratio of the capital contribution of each partner.
IN WITNESS WHEREOF, we have hereunto set our
hands, this __________ day of __________, 20__, at
the __________ Philippines.

SIGNED IN THE PRESENCE OF:

__________________ __________________

NOTARIAL ACKNOWLEDGMENT
CERTIFICATE OF PARTNERSHIP

KNOW ALL MEN BY THESE PRESENTS:

That we, _____________, _____________, and
_____________, all of legal age, married and residents
of ____________________, Philippines, have this day
voluntarily associated ourselves together for the
purpose of forming a limited partnership, effective as
of the date of this contract, under the terms and
conditions hereinafter set forth, and subject to the
provisions of existing laws.
AND WE HEREBY CERTIFY:

1. That the name of this partnership shall be
_______________, LTD.

2. That the purpose or purposes of this partnership
are: ______________________________.

3. That the principal office of this partnership shall be
located at ____________________, Philippines
4. That the names and addresses are as follows:


NAMES DESIGNATION ADDRESSES
(General or Limited)
__________ __________ __________
__________ __________ __________
__________ __________ __________

5. That the term for which this partnership is to exist is
_________ years from the date of this contract.
6. That the capital of this partnership is _________
(P__________), Philippine Currency, contributed by
the general and limited partners respectively as
follows, to wit:

NAMES DESIGNATION CONTRIBUTIONS
(General or Limited)
__________ __________ P__________
__________ __________ P__________
__________ __________ P__________

7. That this partnership shall be under the
management of __________ and as such manager
he shall have charge and supervision of the affairs
of the partnership; he shall have the power to use
the partnership name in all acts and contracts
relating to the partnership and in otherwise
performing such acts as are necessary and
expedient to promote the lawful purposes of the
partnership.

8. That the Managing Partner shall receive a monthly
compensation of __________ (_____), Philippine
Currency.

9. That the profits and losses of this partnership shall
be divided and distributed proportionately on the
ratio of the capital contribution of each partner.
IN WITNESS WHEREOF, we have hereunto set our
hands, this _____ day of _____, 20__, at the ________,
Philippines.
_______________ _______________
General Partner General Partner
_______________
Limited Partner

SIGNED IN THE PRESENCE OF:
_______________ _______________

NOTARIAL ACKNOWLEDGMENT
How to Register a Partnership
Business in the Philippines
www.myoffice.com.ph/index.php/article/view/starting-a-partnership-
or-corporation-in-the-philippines
Securities and Exchange Commission
1. Verify and reserve the availability
of the company name with the SEC.
1 Day - PHP 40

2. Deposit paid-up capital in the
Authorized Agent Bank (AAB) and
obtain bank certificate of deposit.
1 Day - no charge
Securities and Exchange Commission
3. Notarize articles of incorporation
and Treasurer's affidavit with notary
public.
1 Day - PHP 500

4. Register company with the
Securities and Exchange Commission.
3 Days - PHP 2,000+
Securities and Exchange Commission
5. Payment of documentary stamp
taxes (DST).
1 Day - PHP 1 for every
PHP 200 of capital
Barangay
1. Obtain Barangay Clearance.
2 Days - PHP 800
Mayors Office
1. Obtain Community Tax Certificate
(CTC) from the City Treasurer's Office
(CTO)
1 Day - PHP 500

2. Obtain Mayors Permit to operate
at the Licensing Section of the City or
Municipality
1 Day - PHP 10,000+
Bureau of Internal Revenue
1. Register TIN with the BIR
(Certificate of Registration)
2 Days - PHP 615

2. Obtain Certificate of Authority to
Print (ATP) Form.
1 Day - no charge
Bureau of Internal Revenue
3. Print receipts and invoices at the
print shops accredited by the BIR.
1 Day - PHP 180/Booklet

4. Buy special books at any Bookstore
or BIR's Office.
14 Days - PHP 150 (4 Pcs)
Bureau of Internal Revenue
5. Have books of accounts and
Printers Certificate of Delivery of
Receipts and Invoices (PCD) stamped
by the BIR.
1 Day - no charge
Social Security System
1. Register with the Social Security
System (SSS)
1 Week - no charge

Philippine Health Insurance Corporation
1. Register with the PhilHealth
Insurance Corp (PHIC)
1 Day - no charge




END OF PRESENTATION
Presented by
KARL PANTIG

SOURCES
www.sba.gov/content/partnership#

www.myoffice.com.ph

www.preservearticles.com

www.doi.gov/partnerships/ethics-dos-and-donts.cfm

www.forbes.com

www.businessinsider.com

Justo Torres Jr., The Law On Business Organization, 2008

Jose Nolledo, Partnership Law and Corporation Code, 2002

Jordan Lewis, Partnerships for Profit, 1990

Blacks Law Dictionary 4th Ed. Rev.