Partnership Contracts: Key Elements

A partnership is a contract where two or more people bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing profits, or to exercise a common profession.

Not allowed to become a partner in a commercial or business partnership: None of the above.

Allowed to become a partner in a General Professional Partnership: Both Cooperative and Corporation.

Allowed to become partners in General Professional Partnership: CPAs and Lawyers, Doctors and Engineers, Architects and Dentists, CPAs and CPA-Lawyers.

Not a general characteristic of a contract of partnership: Gratuitous.

Not an essential requisite of partnership as a form of business organization: It must be registered with the Securities and Exchange Commission (SEC).

A partner has a right to choose those whom he wants to be associated with because it is based on trust and confidence - Delectus personae.

As a general rule, a contract of partnership is perfected by mere consent.

If a minor and an insane person enter into an oral contract of partnership, the status of the contract is Void.

If A and B orally agree to organize a contract of partnership to be set up with contributions to be made in the future, the status of contract of partnership is Unenforceable.

If A, B, and C organize a partnership to sell medical marijuana, no one is entitled to the profit as it goes to the State.

If immovable or real property is contributed to a partnership, the articles of co-partnership must be in a public instrument, with an inventory of the property signed by the partners and attached to the public instrument.

If the formality for contributing property to a partnership is not complied with, the contract of partnership is Void.

Minimum capital contribution for SEC registration: At least P3,000.

If the registration provided in the preceding number is not complied with, the relationship of the parties will be governed by the rules on co-ownership.

Associations and societies with secret articles, where members contract in their own names, are governed by the provisions relating to co-ownership.

Co-ownership, when co-owners share profits from the use of co-owned property, does not establish a partnership on its own.

Prima facie evidence that a person is a partner in a partnership business is receipt of a person of share of the profits of a business.

Receiving profits as wages of an employee isn't a prima facie evidence.

Type of universal partnership where all partners contribute their property to the common fund, as well as profits they acquire: Universal partnership of all present property

Properties that shall not form part of common fund of universal partnership of all present property: Property acquired by each partner by inheritance, legacy or donation after the formation of the partnership if stipulated.

A type of universal partnership whereby the common fund comprises all that the partners may acquire by their work or industry during the existence of the partnership: Universal partnership of profits.

Properties that shall not belong to the common fund in a universal partnership of profits: The profits and fruits acquired by chance or lucrative title if stipulated.

Partnership with a determinate object: Particular partnership.

Partnership where all partners are liable to the extent of their separate property after partnership assets are exhausted: General Partnership.

Minimum composition of a limited partnership: at least one general partner and at least one limited partner.

Partnership considered as such to those precluded from denying its existence: Nominal partnership.

Organized for a certain purpose which. when attained, will cause termination of the partnership: Partnership for a particular undertaking.

Subject to corporate income tax: Commercial or business partnership.

Liable for partnership debts up to the extent of his capital contribution or investment: Limited partner.

Must be present in every type of partnership: General partner.

Refers to a partner who contributes money or property but also his services to the partnership: Capitalist-industrial partner.

The proper classification of an industrial partner: General partner

May participate in the management of the business of the partnership: Neither nominal partner or quasi-partner.

Active in the management of the partnership business and known to the public as a partner: Ostensible partner.

Person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership: Substituted limited partner.

Takes charge of winding up the affairs of the partnership after it is dissolved: Liquidating partner.

In the absence of agreement among the partners, the juridical personality of the partnership begins: From the moment of execution of articles of co-partnership by the partners.

Without a profit agreement, partnership profit is divided: Based on a valid profit agreement.

Without a profit agreement, the share of the industrial partner in the partnership profit is a Just and equitable share.

Without a profit agreement, the remaining profits are divided equally to: Based on capital contribution ratio.

How shall the loss of the partnership be divided: It shall be divided based on a valid loss agreement.

Without a loss agreement, industrial partner's share in loss: None.

Without a loss agreement, loss is divided with: Based on capital contribution ratio.

With no agreement, the partner who is exempted from sharing partnership loss is the Industrial partner.

If the partnerships enter into a profit or loss agreement among its partners, this is valid: Stipulation excluding an industrial partner from share in partnership loss.

Designation of partnership void: Unilateral designation of profits or losses by a single partner without the consent or approval by all the partners.

Prescriptive period to file inequitable sharing of partnership of profits as designation by partners: Within 3 months from the knowledge of such designation but before its execution.

A managing partner can’t be removed without valid cause: Managing partner appointed in the articles of co-partnership.

Controlling partner removable: When such managing partner acted in bad faith.

When no partners are designated, the following shall take precedence: Decision of majority of managing partners.

Must all partners consent?: Unanimous vote by all managing partners.

If act of administration with no consent, must be: If there is imminent danger to the partnership involving an act of administration.

Lack of agreement = all partners are managers.

E is hired because he was supported by C and D.

ABCDE partner deposit: can be BD.

NOT Binding for abc partnership: Acquisition by Partner B of an old delivery truck below its book value without knowledge and consent.

Valid: Obtaining a regular loan.

Requires ananimous consent: Renunciation of a claim of the partnership.

Rights of the industrial partner in a business that is not in partnership; An industrial partner cannot engage in any business for himself.

The remedies one may take when breach: Both a and b.

Correct state when capitalist partners goes into another business: A capitalist partner can engage in any business for himself unless expressly prohibited by the partnership.

Remedies available to INJURED PARTNERS: To ask the guilty capitalist partner to bring to the common fund any profits accruing to him from the said transaction.

A. b, and c = assignment interest in the partnership in their interest.

Absent of agreement, partners will be Equally.

Each partner SHALL render on demand rue and full information of all things affecting the PARTNER.

Exempt from the business of partnership of Contrubtion the amount.

C the action as dissolution.

B COLLECT from partner A = 800,000.

Following statements about obligation = To make good.

A right to have the partnership books kept at the principal place of business.

In which of the following cases is the right to a formal account the Right for formal accounting is provided under the terms of articles of co- partnership.

risk of loss = those that cant be kept.

not obligation = legal support of the parners .

Sold by a partner = partner is n the partnership.

Net income = in the partnership.

attach is the right = creditors of the partnership.

attach = what can be attached by personal creditors = partners interest.

D the obligation is 120, 000.

In debted if D = partner a = the answer = partner is 30,000.

A that is the the first one that is a answer.

Is the following that is not requires In what is not requirements D the and mission court.

C and D is together the second to last b.

c = both and B.

joint and subduarily is correct answer d.

In a the is answer that = he his liable for all the obligation .

Exceptions = D for a contra actual agreements.

Not required = c that has said in and the mis and and the in the scope authority

A partner = a is correct the answer

C or the the if you are partner = the will is the and is the is liable and has and b

c b and it is is the answers.

It as an and can't assets to to b= none of the choice if what it is asking.

a is there the name partner on that the is a correct if that you know the it it do

a is it do can there that is a is there it the that will do is do it

it would is of the set you is get in there the partnership up.

It gets it up it

It the is one has in there is it do do

You you it get get it

You would do the the partnership gets there it the is

To there know of

All the one had that if the is is a and get you to is is one

It on it just one

And can't

In that one to will as by

As in B that it on it will to you on get.

10 or 27.0

You it on you to on you the you

And it to to you the is not can that the would

You that is a out and on you of B do to will get The

the would would be would set the

a

In you

And one a if and if on for one know to if on

One with you to that get out the on for on it one

It the one can get one of do. For the Glory of God