Partnership Theories and Characteristics
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Questions and Answers

What is a defining feature of a limited partnership?

  • There can be no dormant partners.
  • At least one partner must be a general partner. (correct)
  • All partners are actively involved in management.
  • All partners have unlimited liability.
  • Which type of partner actively participates in the business but is not known as a partner?

  • Silent Partner
  • Nominal Partner
  • Dormant Partner
  • Secret Partner (correct)
  • Which of the following reflects a partnership with a fixed term?

  • Partners can dissolve the partnership at any time.
  • Partnership lasts indefinitely until partners disagree.
  • Partners remain associated for a lifetime.
  • It is established for a specific event or undertaking. (correct)
  • What is the primary purpose of registration with local authorities for partnerships?

    <p>To ensure the partnership is recognized legally. (B)</p> Signup and view all the answers

    Which partner serves as a manager but does not hold a formal partnership status?

    <p>Nominal Partner (B)</p> Signup and view all the answers

    What is the main purpose of forming a partnership according to the Civil Code of the Philippines?

    <p>To contribute to a common fund and divide profits (A)</p> Signup and view all the answers

    Which of the following is NOT a characteristic of a partnership?

    <p>Separate legal personality (A)</p> Signup and view all the answers

    How does a partnership generally compare to a corporation in terms of organization?

    <p>Easier and less expensive to organize (D)</p> Signup and view all the answers

    What disadvantage is associated with partnerships that is not seen in corporations?

    <p>Potential for instability and easy dissolution (C)</p> Signup and view all the answers

    What is a key advantage of partnerships over sole proprietorships?

    <p>Greater financial capacity (B)</p> Signup and view all the answers

    Which of the following reflects the relationship between partners in a partnership?

    <p>Based on mutual agency (C)</p> Signup and view all the answers

    What is a common misconception about partnerships compared to corporations?

    <p>They have lower potential for profit. (C)</p> Signup and view all the answers

    Which factor is crucial for determining the equity accounts of partners in a partnership?

    <p>The partner's contribution and agreed terms (B)</p> Signup and view all the answers

    What is a De Jure Partnership?

    <p>A partnership that has fulfilled all legal requirements. (C)</p> Signup and view all the answers

    Which type of partnership is responsible for all liabilities, even beyond their investment?

    <p>General Partner (A)</p> Signup and view all the answers

    In a Universal Partnership of Profits, what do the partners contribute?

    <p>Only profits generated by the partnership. (B)</p> Signup and view all the answers

    Which partner is primarily responsible for managing day-to-day operations?

    <p>Managing Partner (D)</p> Signup and view all the answers

    Which classification of partnership must specify its terms in an agreement?

    <p>Particular Partnership (A)</p> Signup and view all the answers

    What distinguishes a Limited Partner from other types of partners?

    <p>They are liable only up to their investment amount. (A)</p> Signup and view all the answers

    Which type of partnership is considered illegal or unregistered?

    <p>De Facto Partnership (D)</p> Signup and view all the answers

    Who among the following is classified as a Capitalist Partner?

    <p>A partner who invests money or property. (A)</p> Signup and view all the answers

    What is a primary characteristic of partnerships regarding their formation?

    <p>Partnerships can be formed by simple agreement. (B)</p> Signup and view all the answers

    How is ownership of contributed assets treated in a partnership?

    <p>They are co-owned by the partners. (A)</p> Signup and view all the answers

    What can be said about the liability of partners in a partnership?

    <p>Liability is unrestricted and includes personal assets. (D)</p> Signup and view all the answers

    What is one key difference between partnerships and corporations regarding their legal status?

    <p>Partnerships acquire legal personality upon SEC approval. (A)</p> Signup and view all the answers

    What is a notable difference in the management structure between partnerships and corporations?

    <p>Partners in a partnership can both manage or appoint managers. (A)</p> Signup and view all the answers

    Which statement is true regarding the terms of existence for partnerships?

    <p>Partnerships may terminate immediately by partners' decision. (D)</p> Signup and view all the answers

    What is the relationship between partnerships and income taxes?

    <p>Partnerships are subject to a corporate tax, except certain professional partnerships. (D)</p> Signup and view all the answers

    What does the right of succession imply for partnerships compared to corporations?

    <p>Partnerships have no right of succession, while corporations do. (D)</p> Signup and view all the answers

    Flashcards

    Partnership

    A contract where two or more people contribute money, property, or skills to a shared fund, aiming to divide profits.

    Partner's Equity Accounts

    Individual accounts reflecting each partner's share in the partnership's assets and liabilities.

    Partnership Advantages

    Increased financial capacity, combined skills, more freedom compared to a sole proprietorship.

    Partnership Disadvantages

    Potential instability (easy dissolution), mutual agency (unlimited liability), and capital limitations.

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    Juridical Personality

    A separate legal entity beyond individual partners, even with incomplete paperwork.

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    Mutual Contribution

    Partners agree to contribute money, property, or skills to the partnership.

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    Division of Profits/Losses

    Partnership's purpose is to share profits and losses among the partners.

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    Partnership vs. Corporation

    Partnerships are easier and less expensive to form, more personal, and informal, compared to a Corporation.

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    Partnership vs. Corporation

    Partnerships are formed by agreement, while corporations need legal approval. This affects various aspects like liability, management, and lifespan.

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    Partnership's Formation

    Partnerships are formed by an agreement among two or more people.

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    Partnership Liability

    Partners in a partnership have unlimited liability, meaning their personal assets can be used to satisfy business debts.

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    Corporation Liability

    In a corporation, shareholders are only liable up to the amount of their investment.

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    Partnership Management

    Partners in a partnership can manage the business directly or appoint others, unlike corporations which have a board of directors.

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    Partnership Juridical Personality

    A partnership acquires juridical personality if approved by the SEC. Corporations, however, obtain it on certificate issuance.

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    Partnership Life

    Partnerships can be dissolved at any time, based on the agreement of partners. Corporations have a longer lifespan.

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    Partnership Taxation

    Most partnerships are subject to corporate tax, except for professional partnerships. Partnerships follow the corporation tax policies.

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    Universal Partnership of All Present Property

    Partners contribute all their money, property, and industry to a common fund, becoming co-owners. Profits are distributed based on agreement.

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    Universal Partnership of Profits

    Partnerships focused solely on sharing profits, without co-ownership of assets. Must be explicitly agreed upon.

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    Particular Partnership

    Specific goals, like professional partnerships (CPAs, lawyers), must be detailed in the agreement.

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    General Partner

    Partner responsible for unlimited liability, liable up to personal net assets.

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    Limited Partner

    Liability is limited to the amount contributed. Their responsibility is restricted.

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    De Jure Partnership

    Legally established partnership fulfilling SEC and government agency requirements.

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    De Facto Partnership

    Unregistered or illegal partnership. Still considered a partnership by law, but may lack legal protections.

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    Professional/Non-Trading Partnership

    Partnerships formed for the practice of professions like law or medicine. Often involve specialized skills and knowledge.

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    Limited Partnership

    A partnership where some partners have limited liability, while at least one has unlimited liability.

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    Dormant Partner

    A partner who doesn't participate actively in the business but is still considered a partner.

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    Partnership with Fixed Term

    A partnership established for a specific duration or designated project.

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    Partnership at Will

    A partnership that continues as long as all partners agree.

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    Liquidating Partner

    A partner appointed to handle the process of dissolving the partnership.

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    Study Notes

    Partnership Theories

    • A partnership is a contract where two or more people agree to combine money, property, or skills to share profits.
    • A partnership can also be formed for professional services.
    • A "person" in this context can be a natural person or a juridical entity (like a corporation or another partnership).
    • Partnerships have a separate legal identity from their partners, even if certain requirements aren't met.

    Characteristics of a Partnership

    • Mutual Contribution: Partners contribute money, property, or skills.
    • Division of Profits/Losses: Profits and losses are shared among partners.
    • Co-ownership of Assets: Partners jointly own the contributed assets.
    • Mutual Agency: All partners act as agents for the partnership.
    • Limited Life: Partnerships end when partners decide to dissolve the agreement.
    • Unlimited Liability: Partners are personally liable for partnership debts.
    • Income Taxes: Partnerships are typically taxed differently than corporations (unless they are professional partnerships).

    Advantages of a Partnership (vs. Sole Proprietorship)

    • Greater financial resources.
    • Combined skills, experience, and expertise.
    • Flexibility and freedom in decision-making.

    Advantages of a Partnership (vs. Corporation)

    • Easier and less expensive to form.
    • More informal and personal.

    Disadvantages of a Partnership

    • Easy dissolution, making them unstable compared to corporations.
    • Potential for unlimited liability and mutual agency.
    • Less effective at raising capital compared to corporations.

    Distinguishing Partnerships from Corporations

    • Formation: Partnerships are formed by agreement; Corporations require legal approval from a regulatory body like the SEC.
    • Number of People: Partnerships involve two or more people, but corporations can sometimes involve single individuals.
    • Legal Personality: Partnership's legal personality is dependent on compliance, Corporations have it upon receiving a certificate of incorporation.
    • Management: In partnerships, partners can manage; Corporations are governed by a board of directors.
    • Liability: In partnerships, all partners are liable, whereas in corporations, shareholders have limited liability.

    Partnership Classification

    • By Object:
      • Universal: All present or future property; a division of profits.
      • Particular (or Specific): A specific venture or a division of profits.
    • By Liability: General or Limited which limits liability
    • By Duration: Fixed term or at will.
    • By Purpose: Commercial (trade), Professional (providing services).
    • By Legality: De Jure (lawful) and De Facto (in practice but not formally recognized).

    Other important considerations

    • Terms of Existence: Partnerships can be terminated immediately. Corporations have a set term that is often renewable.
    • Partners' Equity: Each partner has an individual account representing assets/liabilities.

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    Partnership Theories PDF

    Description

    Explore the essential theories and characteristics of partnerships in this quiz. Understand how partnerships are formed, their legal implications, and the mutual responsibilities of partners. Test your knowledge on the aspects that define a partnership, including contributions, profit sharing, and liability.

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