BASIC CONSIDEDRATION and FORMATION

Based

on Civil Code of the Philippines, Article

1767 Two or more persons bind themselves Contribution of money, property, or industry to a common fund Intention of dividing the profit among themselves

Based
It

on Civil code of the Philippines, Article 1768

has a juridical personality separate and distinct from that of each partners

1.
2. 3. 4. 5. 6. 7. 8.

Mutual Contribution Division of Profit and Losses Co-ownership of Contributed Assets Mutual Agency Limited Life Unlimited Liability Income Taxes Partners Equity Accounts

Oral Recitation:

1. What do you think are the advantages of Partnership compared to Sole Proprietorship? Explain

Oral Recitation:

2. What are the advantages of partnership compared to Corporations? Explain

Oral Recitation:

3. What are the disadvantages of Partnership? Why do you think that it is a disadvantage?

According to object a. Universal partnership of all present property b. Universal partnership of profits c. Particular Partnership 2. According to liability a. General b. Limited 3. According to duration a. Fixed Term/ Particular Undertaking b. At will 4. According to purpose a. Commercial/ Trading Partnership b. Professional/ Non-trading Partnership 5. According to legality of existence a. De jure Partnership b. De Facto Partnership
1.

am a classification of partnership whose contributions are determinate such as use or fruit, specific undertaking or the exercise of a profession or vocation.

am a classification of partnership wherein all contributions become part of the partnership fund.

am a classification of partnership wherein all that the partners may acquire by their industry or work during the existence of the partnership and the use of whatever the partners contributed at the time of the institution of the contract belong to the partnership.

am a classification of partnership on which my creditors can go after the separate properties of the partners to suffice payment of my liabilities.

am a classification of partnership on which creditors can only go after the personal contributions of the partners to suffice payment of partnership liabilities. However in my partnership there should be at least one general partner.

am a classification of partnership on which duration of existence is determined and specified.

am a classification of partnership on which duration of existence has no term or specification.

am a classification of partnership on which I am formed for the exercise of profession.

am a classification of partnership on which I am formed for the transaction of business.

exist because I have complied with all the legal requirements for its establishment.

My

partnership has failed to comply with all the legal requirements for its establishment.

 General

Partner Limited Partner Capitalist Partner Industrial Partner Managing Partner Liquidating Partner Dormant Partner Silent Partner Secret Partner Nominal Partner or Partner by estoppel

- Embodies the agreements of the partnership Essential provisions that it should contain: 1. The partnership name, nature, purpose and location; 2. The names, citizenship and residences of the partners; 3. The date and formation and the duration of the partnership 4. The capital contribution of each partner, the procedure for valuing non-cash investments, treatment of excess contribution (as capital or as loan) and the penalties for a partners failure to invest and maintain the agreed capital;

5. The rights and duties of each partner; 6. The accounting period to be adopted, the nature of accounting records, financial statements and audits by independent public accountants; 7. The method of sharing profit and loss, frequency of income measurement and distribution, including any provisions for the recognition of differences in contributions; 8. The drawings or salaries to be allowed to partners; 9. The provision for the arbitration of disputes, dissolution, and liquidation.

T register a partnership with the SEC, here are the basic steps to follow: 1. Have your proposed business name verified in the verification unit of SEC; 2. Submit the following documents:
Articles of Partnership Verification slip for the Business Name Written undertaking to change business name if required Tax identification number of each number and/or that of the partnership Registration data sheet for partnership duly accomplished in six copies Other documents that may be required 3. Pay the registration/filing and miscellaneous fees; 4. Forward documents to the Sec Commissioner for signature.