Partnership Law Overview

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Questions and Answers

What type of partner is identified as one who does not participate in the management of the business and has limited liability?

Limited Partner (correct)

Managing Partner

Liquidating Partner

Real Partner

Which type of partnership does not disclose its existence to the public?

Secret Partnership (correct)

Open Partnership

Liquidating Partnership

Ostensible Partnership

Which partner is defined as one who manages the affairs of the partnership?

Nominal Partner

Liquidating Partner

Managing Partner (correct)

Limited Partner

What is the term for a partnership formed specifically for commercial transactions?

Commercial Partnership Signup and view all the answers

Which type of partner is considered liable for partnership obligations despite not being a formal partner?

Partner by Estoppel Signup and view all the answers

In a partnership, which type is characterized by continuing business activities after dissolution due to changes in partners?

Continuing Partner Signup and view all the answers

What is the primary responsibility of a Liquidating Partner?

Winding up partnership affairs Signup and view all the answers

Which type of partnership is publicly known and acknowledged by its members?

Open Partnership Signup and view all the answers

What is a requirement for a partnership to validly own immovable property?

An inventory of the property signed by the parties Signup and view all the answers

Which type of partnership allows for partners to terminate the agreement at any time?

At-will partnership Signup and view all the answers

What is the legal standing of associations that keep their articles secret among members?

They have no juridical personality Signup and view all the answers

What does the recording or registration of the articles of partnership primarily serve to do?

To notify interested parties of the partnership Signup and view all the answers

Under what condition is a contract of partnership considered void?

If the contribution includes immovable property without an inventory Signup and view all the answers

What classification of partnership is characterized by the nature of its object?

Universal or particular partnership Signup and view all the answers

In a limited partnership, what is the main characteristic of the liability of the partners?

It limits the liability of one or more partners Signup and view all the answers

What is a potential outcome if a partnership fails to comply with requirements, such as the inventory of immovable property?

Formation of the partnership is unaffected Signup and view all the answers

What is the primary characteristic of a dormant or sleeping partner?

Does not take active part in the business Signup and view all the answers

What distinguishes an original partner in a partnership?

Is a member from the time of its organization Signup and view all the answers

Which type of partner is one who is about to join the partnership?

Incoming partner Signup and view all the answers

Which property is NOT typically included in a universal partnership?

Future properties acquired through donation Signup and view all the answers

What is the intention behind contributing property to a common fund in a universal partnership?

To divide profits among partners Signup and view all the answers

A retiring partner is best defined as someone who:

Withdraws from the partnership Signup and view all the answers

In a universal partnership of all present property, what is typically considered common property?

Properties contributed at the time of the partnership constitution Signup and view all the answers

What happens to the fruits of property acquired through inheritance in a universal partnership?

They are the common property of all partners Signup and view all the answers

What is a primary requirement for a partnership to be considered lawful?

The partnership must have a lawful object or purpose. Signup and view all the answers

What happens to profits from an unlawful partnership when it is dissolved by a judicial decree?

They are confiscated in favor of the State. Signup and view all the answers

Which of the following is NOT required when contributing immovable property to a partnership?

The property must be appraised by a third party. Signup and view all the answers

What is the minimum capital requirement for a partnership to necessitate a public instrument in its contract?

Php 3,000 Signup and view all the answers

Which requirement is associated with a partnership's immovable property according to its capital?

It must be conveyed only in the partnership name. Signup and view all the answers

What must happen to the contract of partnership if the capital is Php 3,000 or more?

It must be recorded with the Securities and Exchange Commission. Signup and view all the answers

Which of the following correctly describes the liabilities of partners if the partnership contract requirements are not met?

The liability of the partnership is unaffected. Signup and view all the answers

Which is necessary for a partnership when transferring real property contributions?

A public instrument is required. Signup and view all the answers

What defines a capitalist partner in a partnership?

One who contributes money or property to the common fund. Signup and view all the answers

Which type of partner has a liability that extends to their separate property?

General partner Signup and view all the answers

How is a surviving partner characterized?

One who remains after the partnership is dissolved by death. Signup and view all the answers

What is a subpartner's role in a partnership?

A non-member who contracts with a member regarding their share. Signup and view all the answers

What distinguishes an ostensible partner from others?

A partner known to the public while potentially lacking actual interest. Signup and view all the answers

What defines a silent partner in a partnership?

A partner who does not participate in business activities. Signup and view all the answers

What happens to the property of partners in a universal partnership?

It becomes the common property of all partners. Signup and view all the answers

Which type of partner is not known as a partner by external parties?

Secret partner Signup and view all the answers

Study Notes

Partnership Essentials

A partnership must have a lawful object and be established for mutual benefit or interest.
An unlawful partnership, upon judicial dissolution, results in profit confiscation for the State, as described by the Penal Code.

Legal Requirements for Partnerships

A partnership capitalizing at least Php3,000 must be documented via a public instrument.
This public instrument must include an inventory of contributed property, signed and attached.
Recording with the Securities and Exchange Commission (SEC) is required for partnerships with capital of Php3,000 or more.

Immoveable Property Contributions

Contributions of immovable property to a partnership necessitate:
- Documentation through a public instrument.
- Registration with the SEC.
Failure to meet these requirements does not invalidate partnership liability toward third parties.

Partnership Types and Liabilities

Partnerships can be classified as universal (covering all present property) or particular (specific interests).
Partners can be general (broad liability) or limited (liability capped at contribution).

Duration Classifications

Partnerships can be "at will" (no specific end date) or for a fixed term, allowing dissolution by mutual agreement or the will of any partner.

Classes of Partnerships

Commercial or Trading: Focused on business transactions.
Professional or Non-trading: Related to professional activities.

Types of Partners

Capitalist: Contributes financial resources or property.
Industrial: Supplies personal services and labor.
General Partner: Liability extends beyond their investment.
Limited Partner: Liability limited to capital contribution.
Managing Partner: Responsible for operations.
Silent and Dormant Partners: Do not engage in management and may be unknown to outsiders.

Rights and Property Ownership

In a universal partnership, property contributed becomes common to all partners, along with profits.
Future-acquired property through inheritance or legacy is typically excluded from accounting in the partnership's common fund, except for its fruits.

Urgency for Publicity

Articles of partnership must be public to protect partners and inform third parties about the jurisdiction and limitations on rights.

Categories of Partnership Existence

Partnerships can be secret (not publicly disclosed) or open/notorious (publicly acknowledged).
Partnerships by estoppel may arise when parties act as if a partnership exists, despite a lack of formal agreement.

Ending a Partnership

The partnership may be considered "continuing" if business operations persist after a partner's withdrawal.

In summary, understanding the fundamental principles governing partnerships, including legal requirements, classifications, types of partners, and liability, is essential for navigating business relationships effectively.

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Description

This quiz covers key concepts of partnership law, including the lawful object or purpose necessary for a partnership and the implications of an unlawful partnership dissolution. Understand the requirements for establishing a partnership contract and the registration of real property transfers.