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* Two or more persons may also form a partnership for the exercise of a profession.
Characteristics of a Partnership:
1) Mutual Agency
2) Unlimited Liability
3) Limited Life
4) Mutual Participation in Profits
5) Legal Entity
6) Co-Ownership of Contributed Assets
7) Income Tax
Accounting Equation:
*Di pwedeng lahat limited, kailangan meron kahit isang general partner.
Dissolution/Liquidation
Causes of Dissolution/Liquidation:
1) There must be a valid contract. (it should not be against any existing law)
2) The parties must have legal capacity to enter into the contract.
3) There must be a mutual contribution of money, property and industry into a
common fund.
4) The object must be lawful. (ex. a business of shabu is not allowed)
5) The primary purpose is to obtain profit and to divide the same among the parties.
(partnership is void if there is no division of profits)
Partnership Contract
*Partnerships don’t need to register to DTI. They should register to SEC directly.
1) Manner of creation.
In a corporation, the contract is not valid unless given certification.
In a partnership, business is alive once there is an agreement.
2) Number of Persons, (Corp.-5 minimum, 12-15 maximum. Part.- 2 or more)
3) Commencement of Juridical Personality
Partnership-agreement, Corporation- certification
4) Management
5) Extent of Liabilities- partners are liable only up to the extent of their investment
(same goes with the corporation)
6) Right of Succession (Partnership- there is no right to succession as stated in the
principle of delectus personae meaning you choose your partner while in
Corporation- continue pa rin kahit ano mangayri)
7) Terms of Existence- (Partnership- limited life) (Corp- up to 50 years)
Classifications of Partnership: