Partnership Types and Classifications

Study Notes

A particular partnership involves a specific undertaking, the use of determinate things, or the exercise of a profession.
A general partnership holds all partners liable for obligations, even with their personal property, after partnership assets are exhausted.
Limited partnerships include general partners with full liability and limited partners with liability confined to their capital contributions.

Partnerships can be classified by their duration:
- Partnerships at will can be terminated by mutual agreement.
- Partnerships with a fixed period have a predetermined duration or specific undertaking.
Partnerships are also classified by their legality:
- De jure partnerships comply with all legal requirements for establishment.
- De facto partnerships may lack some legal requirements but operate as a partnership in practice.

Secret partnerships exist when members keep their articles confidential and one member contracts in their own name with third parties. They do not have legal personality.
Partnerships by estoppel are not actual partnerships but treated as such due to agreements, admissions, or conduct.

Partners can be classified based on their contributions:
- Capitalist partners contribute money or property.
- Industrial partners contribute their skills or personal services.
Partners can also be classified by their liability:
- General partners have unlimited liability extending to their personal property.
- Limited partners have liability limited to their capital contribution.
Managing partners are responsible for managing the partnership’s affairs.

Winding up partnership: This occurs when a partnership dissolves and its assets are liquidated.
Ostensible partnership: This is a partnership that appears to exist based on outward appearances but may not actually be formed legally.
Secret partnership: This involves a partnership where the existence of the partnership is not public knowledge.

Creation:
- Partnership: Established through contract.
- Co-ownership: Usually created by law.
Juridical Personality:
- Partnership: Has legal personality.
- Co-ownership: No legal personality.
Purpose:
- Partnership: Generating profits.
- Co-ownership: Common enjoyment of property or rights.
Duration:
- Partnership: No legal limitation.
- Co-ownership: Legally limited (typically 10 years).
Disposal of Interests:
- Partnership: Partners cannot dispose of their interests without unanimous agreement.
- Co-ownership: Partners can freely dispose of their interests.
Acting with Third Persons:
- Partnership: Partners can bind the partnership.
- Co-ownership: Without specific agreements, co-owners cannot bind each other.
Effect of Death:
- Partnership: Dissolution of the partnership.
- Co-ownership: Does not automatically result in dissolution.

Partners cannot make significant alterations to immovable partnership property without consensus.
Contract of Subpartnership: One partner may associate another person in their share but this associate cannot be admitted to the partnership without consent of all other partners, even if the associating partner is a manager.
Right to Access Partnership Books: Partners have the right to access, inspect, and copy partnership books at the principal place of business, at reasonable hours.
Duty to Disclose Information: Partners must provide full and accurate information about partnership matters to any partner or their legal representative.
Fiduciary Accountability: Partners must disclose any benefits derived from partnership-related transactions, hold profits in trust, and cannot engage in similar business activities without consent. Capitalist partners violating this prohibition must contribute their profits and bear any losses personally.