Law on Partnerships required and which has for its

prime purpose the rendering of

Chapter 1: General Provision public service. (Refers to the
General Profession Partnership
Article 1767 of the New Civil Code of
(GPP) or a partnership for the
the Philippines provides that:
exercise of a profession.)
(from the perspective of a contract) (“calling” para sa isang public
“By the contract of partnership two service na gagawin mo.
or more persons bind themselves to Because it is ibang hierarchy ng
contribute money, property, or profession, obligation and
industry to a common fund, with the responsibility is mas bigger,
intention of dividing the profits public service.)
among themselves. (purpose is to - It’s not a business for profit.
divide the profit among themselves. But the law allows the joint
How? They will undertake a business pursuit (hindi nirerender
operation, from that business ang GPP or
operation, from the undertaking, ginagawa/finoform for
they will earn a profit. They will business profit, eto yung
divide that profit among themselves.) nagddistinguish from a
Typical Partnership to a
Two or more persons may also form a General Professional
partnership for the exercise of a Partnership.)
profession (1665a)” (may partnership - Typical Partnership – is it
na kahit hindi business yung form to do business
purpose/intention or means to do, undertakings to earn profit,
pwede silang magkaron ng form of to be divided among the
partnership in their exercise of a partners.
profession. Ex. Lawyer, cpa, engr - GPP – for the exercise of a
firms) profession, that’s why the
Some other definitions: law allows it (this joint
pursuit of the exercise of
 Association of two or more the profession) (ex. A single
persons to carry on as co- accountant exercising
owners a business profit. his/her profession, mas
 A joint undertaking to share in madali if group nilang
the profit or loss. gagawin kesa individual,
- A partnership is a contract kaya the law allow the joint
by itself. pursuit para mas madalian.
Kapag group na sila tawag
na sakanila is GPP.
 Profession is a calling in the
 Cannot incorporate practice of
preparation for or practice of,
profession. (Partnership pwede
while academic learning is
 maging corporate (pwede anong ginawa ng isang partner
silang maging shareholder ng parang yung lalabas is ginawa
incorporated corporation) din yon ng ibang partner,
that’s why typical partnership. because they are agents of the
partnership, they are binded to
CHARACTERISTIC ELEMENT OF
that partnership.)
PARTNERSHIP
6. Principal – does not depend on
1. Consensual – perfected by another for its validity (it can
mere consent (binigay ng mga stand on his own. Hindi niya
partners ang kanilang consent, kailangan ng ibang contract
from that alone perfected na para maging valid siya.
yung partnership) (but may 7. Preparatory – entered into as a
certain requirements na dapat means to an end (mga partners
gawin, kahit d mafulfill, it will pumasok sa isang contract kase
not affect the legal existence pf ang means or end goal nila is to
the partnership) earn profit and that profit will
2. Nominate – has a special be divided to them)
name/designation in the law (preparation to that end goal)
(kasi may special na name siya
na batas mismo yung
nagsabi/nagbigay) ESSENTIAL FEATURES OF
(innominates kasi mga types of PARTNERSHIP
contracts na walang specific
1. Valid Contract
name na binigay sa batas)
2. Legal Capacity
3. Bilateral – entered by two or
3. Mutual Contribution
more humans (there must be
4. Object must be lawful
atleast two or more persons,
5. Primary purpose to obtain
para matawag na partnership)
profit and divide such
4. Onerous – give something to
procure another thing (you
give something, well at the EXISTENCE OF A VALID
same time you are expecting to CONTRACT
receive the same thing or of an
equivalent value) (kung ano 1. A form of voluntary and
binigay mo equivalent na value personal association (out of
nun yung marereceive mo, their own will, the partners
that’t onerous) gave their consent to form a
5. Commutative – undertaking of partnership) delectus
each partner is the same with personae – you choose the
the others (partner are the persons or group of people
agent of the partnership, kung that you want to be
ano man ginawa ni partner it associated with.
will bind the partnership) (kung
 - Sa partnership binibigay mo contractual relations. (dapat
consent mo kung sino gusto can legally give consent)
mong maging partner or  Peeps who cannot legally give
kanino mo gusting ma- consent
associate a. Unemancipated
- Personal association minors
choosing those partners is b. Insane and demented
out your own will (ginusto persons
mon a maging partner sila) c. Deaf-mutes who do
2. Creation and proof of existence not know how to
(kahit na informally created write
siya, it will not affect the legal d. Persons who are
existence of a partnership, suffering from civil
because those needed interdiction
formalities are just for (tinaggalan ng mga
costumary purposes, karapatan yung isang
generally.) tao from managing)
3. Other form of association (managing and
excluded (take note of limited disposal of assets)
partneship) (most of them are e. Incompetents who
created by operation of law or are under
agreements. Partnership has a guardianships
contract; it has agreement of
the partners. Created by the 2. EXCEPTION - people who are
agreement of the party. A prohibited from giving each
voluntary agreement that is other any donation or
distinguish from other form of advantage (art. 87) cannot
association) enter into a universal
- Limited Partnership – mas partnership (art. 1782)
strenuous yung 3. Capacity of
requirements sa pag create partnership/corporation to be
ng limited partnership a partner
compared sa general - Partnership as a partner in
partnership. another partnership? Sure
- Existence of a valid contract - Corporation as a partner?
Yes, but it has limitation,
unless authorize by law
LEGAL CAPACITY OF PARTIES TO because of that obligation
ENTER INTO THE CONTRACT (because of that binding the
1. General Rule – Any person may other partners to the act of
be a partner who is capable another partner, because as
under the law of entering into we all know, corporation is
 a very big association; (LaMocPuP) (if the object is
bigger responsibilities, unlawful, it will basically
bigger liabilities) render the partnership
contract void ab initio/void
MUTUAL CONTRIBUTION TO A
from the beginning (walang
COMMON FUND
validity at the very
1. Proprietary or Financial beginning, basta void siya.)
Interest (may karapatan sila ex. Illegal drugs
physically) - Purpose must be lawful,
2. Form of Contribution otherwise void ab initio
a. Money – Legal Tender in (void from the very
Philippines (Monetary beginning)
intruments must be
encashed first) (ex. Checks,
promisorry notes hindi sila 2. Business partnership not
pwede maging contribution permitted to engage in
as money unless ma encash) - Partnership may be
b. Property – Real or personal; organized for any purpose
Tangible or intangible (basta except that it may not
property) engage in an enterprise for
c. Industry – means ‘the work or which the law requires a
services of the party specific form of business
associated, which may be combination. (Ex. General
either personal manual efforts Banking Law – kailangan
or intellectual, and for which yung bangko is corporation,
he receives a share in the hindi siya pwedeng
profits (not merely salary) of partnership)
the business. (skills, that is very
important to the formation or
to the business operations of a INTENTION TO REALIZE AND DIVIDE
partnership) PROFIT
1. Very reason for existence of
partnership
LEGALITY OF THE OBLECT (what
- Obtain pecuniary profit or
was agreed upon by the parties
gain directly as a result of
to the contract)
the business to be carried.
1. Effect of Illegality (ex. sa typical general
- The object is considered to partnership, mago-open sila
be unlawful when it is ng business operation, then
contrary to law, morals, they will realize a profit
good customs, public order, from that business
and public policy operations, then after they
 will divide the profit among shares na binigay) (ang
themselves.) (In GPP, hindi partner ay required na
business profit yung may karapatan sa profits
intension nila but to pursuit ng partnership) (kapag
the exercise of their walang karapatan, you
profession) cannot consider that
2. Sufficient if obtaining profit person as a partner)
principal purpose b. Not conclusive evidence
- Obtaining profit not of partnership – sharing
necessary exclusive. of profits is only
(basically, you can have presumptive, not
other purposes kung bakit conclusive, that a
nagtayo kayo ng partnership. Some
partnership, as long as the instances where sharing
principal purpose is to earn of profits and losses
profit and divide it among were not partners (Ex.
themselves, any other Co-ownership) (sharing
purposes na dapat legal, of profits is only
pwede lang, hindi presumptive – pwede ka
necessarily na exclusive lang mag presume na
purpose niyo lang for may partnership but you
forming a partnership is cannot conclude na may
obtaining profit, dapat partnership)
principal purpose siya. You
can have secondary
purpose kasi dynamic yan.)  Sharing of Losses
a. Necessary corollary of
sharing in profits – silent si
 Sharing of Profits art. 1767 sa losses, but such
a. Not necessarily in equal is a consequence of the
shares – necessary same. (basically, kung silent
intention to earn profits yung losses, it follows the
and divide it amongst profits) (the consequences
partners, but not of earning profits comes
required na equal with the consequences of
shares. (No right to incurring loss.) (basta
participate in profits, not nandyan yung isa, there is a
deemed as a partner) possibility na yung isa yung
(kung ano mangyayari)
pinagkasunduan) b. Agreement not necessary –
lumalabas lang equal now, if subsequent
shares kapag wala stipulation excludes one or
talagang additional more partners from the
 share of P/L, only the
stipulation is void. (it is not
ARTICLE 1769
necessary na stipulated sa
articles of partnership kung “In determining whether a
ano yung sharing partnership exist, these rules shall
agreement nila, kase may apply:
batas tayo na pwedeng a. Except as provided by article
tignan kung pano pwedeng 1825, persons who are not
madivide yung profit. partners as to each other are
Hence, agreement is not not partners as to third
necessary) persons; (kapag d kayo partner
(kapag may subsequent sa isat isa then at the same
agreement, you are time you are not partners in
excluding one or more the eyes of the third person)
partners from the share, the b. Co-ownership or co-possession
stipulation is void, but the does not of itself establish a
articles of partnership, the partnership, whether such co-
contract is still valid, yung owners or co-possessors do or
stipulation lang, kase d siya do not share any profits made
part ng agreement niyo by the use of the property; (you
beforehand) cannot presume agad na may
partnership kapag may Nakita
kang co-ownership/co-
possession, because there is
ARTICLE 1768 instances na co-owners lang
talaga sila, hindi sila partners)
“The partnership has a juridical
c. The sharing of gross returns
personality separate and distinct
does not of itself establish a
from that of each of the partners,
partnership, whether or not
even in case of failure to comply with
the persons sharing them have
the requirements of article 1172, first
a joint or common right or
paragraph.” (there is a distinct
interest in any property from
personality between the partners and
which the returns are derived;
partnership, meaning, may sariling
(the profits is divided among
identity yung partnership (artificial
themselves, you cannot easily
nga lang hindi natural). He can enter
presumed na may partnership,
contracts, do business, he can file
wag kang mag assume agad)
cases against person who injured the
d. The receipt by a person of a
partnership.) (the partners of the
share of the profits of a
partnerships are only its agents, may
business is prima facie
separate distinct personality ‘yang
evidence that he is a partner in
dalawa)
the business, but no such
inference shall be drawn if such
profits were received in
ARTICLE 1769 (explanation)
payment: (kapag may nakita
kang tao na nakareceive ng Rules to determine existence of
share sa isang profit ng isang partnership
business, prima facie evidence  Where terms of contract not
(at first glance), pwede kana clear
mag assume na partner yung - Generally, all essential
tao sa isang business, kase features and characteristics
galing sa business yung must be shown as a being
natanggap niyang profit. (Pero present
upon further investigation - If unclear, gamitin mo si
nakita mo na yung nature pala Article 1769
bakit naka receive siya ng  Where existence disputed
payment from that business is (kahit third person pwede i-
because of the ff: dispute kung may issue siya)
- As a debt by installment or - May be disputed or
otherwise; (may utang questioned by an affected
sakanya, then paunti unti party
yung bayad sakanya. Yung - Factual matter (sap ag
pinanggalingan ng decide kung may
pambayad sakanya is galing partnership or wala, will be
sa profits ng business, pero based on the facts and
yung nature bakit siya naka circumstances surrounding
receive is because siya ay the case) (pwede to
creditor from the debt of puumunta sa korte kase
installment, natanggap niya need yung court decision)
lang yung inutang sakanya)
- As wages of an employee or Persons not partners as to each other
rent to a landlord; (hindi Partners who are partners as
partners kasi employee yan) between themselves, are partners to
- As an annuity to a widow or 3rd persons.
representative of a
deceased partner; The opposite, GENERALLY, it the
- As interest on a loan, same
though the amount of  Partnership, a matter of
payment vary with the intention – persons who are
profits of the business; partners in fact may not avoid
- As the consideration for the the consequences of such
sale of a goodwill of a relation. (partners in fact,
business or other property meaning, kahit hindi partners
by installments or in form pero by their acts,
otherwise.
 consents or representation  Art. 484 provides that co-
pinakita nila na partner sila, ownership (co-possession)
they cannot avoid the whenever the ownership
consequences of such relation. (possession) of an undivided
The liabilities and thing or right belongs to
responsibilities especially to 3rd different persons. (usually lupa
persons from that relation. or bahay) (iisang object pero
 IN PARTNERSHIP, SUBTANCE IS madaming may ari sakanya)
IMPORTANT NOT THE FORM.  Remember this difference
- Co-ownership of property
Partnership by estoppel – ‘where
does not itself establish the
persons by their acts, consent, or
existence of a partnership.
representations have misled third
(just because may
persons or parties into believing
ownership that doesn’t
that the former are partners in a
mean may partnership) (but
non-existing partnership, such
co-ownership is essential
persons become subject to
element of partnership,
liabilities of partners to all who, in
because yung mga
good faith, deal with the in their
cinocontribute na
apparent relations.’ (ex. Si A and
properties or assets sa
B, hindi sila partner pero si B nag
partnership and the
enter into a business agreement
partnership itself. Basically,
with another person, which is si C.
partners are co-owner’s ng
Si C d pa sure kung gusto makipag
partnership.)
enter sa agreement with B, Si B
- But, “co-ownership” is an
pinipilit si C, sinabi niya na partner
essential element of
sila ni A kahit na hindi naman in
partnership
reality. Nung nalaman ni A, wala
 Take note, the profits must be
man siyang ginawa, so basically
parang nagbigay siya ng consent derived from business
operation or undertaking para
kahit na walang partnership
agreement but they represented maconsider na partnership.
Such right to P/L must be
themselves as partners to C. Liable
sila kay C for that shared as a CO-OWNER of the
business that makes one a
misrepresentation of being a
partner. Make sure na na safe partner. (Sa co-ownership kase
kahit na magkaroon ng share of
kase delikades yung liabilities na
mapupunta sainyo. Wag basta profits, you cannot consider
that as a partnership, kase sa
basta magbigay ng consent.
partnership meron dapat
CO-OWNERSHIP OR CO- business operation or business
POSSESSION undertaking na nangyari, and
from that business operation
 nanggaling yung pecubiary other co-owners. (yung partner
profits, then divide it among kase agent ng partnership kaya
the partner) pwede niyang i-bind)
Partnership distinguished from 7. Effects of death – Sa P, the
Co-ownership death of a partner/s will
1. Creation – co-ownership is dissolve the P. Sa CO, not
generally created by operation necessarily dissolve.
of law. (si partnership created
Partnership distinguished from
by contract) (expressed or
conjugal partnership of gains
implied). (ex. namatay parent,
yung pagmamay ari ng lupa Art. 106, Family Code, “Conjugal
napasa na sa anak niya. Yung partnership of gains is a
may-ari non is yung mga anak partnership formed by marriage of
nya kahit na divided pa yung husband and wife by virtue of
property) which, they place in a common
2. Juridical personality – si P may fund the fruits and income from
juridical personality separate their separate properties and
and distinct from that of each those acquired through their
partner. (sa ownership wala) efforts or by chance, and unless
3. Purpose – Partnership, otherwise agreed in the marriage
realization of profit. CO, settlements, divide equally, upon
common enjoyment of a thing the dissolution of the marriage or
or right (undivided thing or the partnership, the net gains or
right) benefits obtained by either or
4. Duration – Si P sabi ni law both of them during the marriage.
walang limitation. Si CO, no (its basically revise or amended or
agreement for more than 10 replace some of the provision
years. within the new civil code of the
5. Disposal of Interest – Sa P, a PH, which governs family relation.
partner can only dispose to an Pinalitan ng Family Code of the
assignee to make him a partner PH)
with the agreement of other - (Estate Taxation - may 3 types of
partners. Sa CO, pwede lang property relation between
freely. (you can transfer your husband and wife; 1. Conjugal
partner capital to the partnership of gains (yung
partnership to another person magiging property lang ng
to an assignee with the partnership/relationship ng mag
agreement of other partners) asawa is yung fruits og their
6. Power to act with third properties before sila kinasal)
persona – sa P, unless to the (yung fruits ng exclusive property
contrary, a partner may bind na ‘yon mapupunta dito, magiging
the partnership. Sa CO, it only conjugal ownership na, sila na
binds the co-owner, not the
 pareho yung may ari, yung fruits 3. Juridical personality (meron)
ng exclusive property na yon. (conjugal partnership of gains,
Next, All the properties that they wala)
were able to acquire during their 4. Commencement (a partnership
marriage will be part of can commence upon the
community property/ownership = execution of the contract
exclusive property.) (Kasama lang unless otherwise stipulated sa
sa common fund is fruits and conjugal partnership of gains
income) (those acquired through kapag kinasal.)
their efforts or by chance is 5. Purpose (to conduct business
kasama din sa common fund) operation, sa conjugal property
of gains, to govern the
- kapag nadissolve yung marriage
property relationship between
nila, unless may agreement,
the husband and wife)
equally yung division na
6. Distribution of profits (hati ang
mangyayare.
mag asawa, divided equally)
- mga kinasal aug. 3 1987 7. Management (partnership,
2. Absolute community property. since partners are the agents
of partnership, they can
- aug 3 1987 onwards dito na sila manage the partnership unless
under. Basically, yung mga properties may assigned na managing
before marriage and mga na-acquire partner. Conjugal partnership
during marriage under na siya sa of gains, the husband and wife
common fund are equally governing, buts
3. Absolute separation of property. kapag nagkaron ng dispute
between them, the decision of
husband will prevail)
Partnership distinguished from 8. Disposition of shares (kapag
conjugal partnership of gains nadissolve na marriage nila,
(cont.) divide it equally, sa partnership
of gains may agreement pa.
1. Parties (as long as they can
kapag ipapasa na sa ibang
legally give their consent and
partners, may i-aadmit na
they are not prohibited by law
ibang partner by disposing your
to enter the partnership, pwedi
interest in that partner, need
silang pumasok sa partnership)
na ng consent ng ibang
2. Laws which govern (what
partner, pero kapag gusto mo
governs the partnership is the
i-dispose yung properties mo,
articles of partnership, kung
pwede mo yun gawin)
ano yung stipulations nang
kanilang agreement)
Partnership distinguished from established for the common benefit
voluntary association (organized for or interest of the partners.
social purposes)
When an unlawful partnership is
1. Juridical Personality (partnersip dissolved by a judicial decree, the
meron, voluntary association, profits shall be confiscated in favor
wala.) of the state, without prejudice to the
2. Purpose (Partnership, to provisions of the Penal Code
conduct business operation, to governing the confiscation of the
earned profit and from that instruments and effects of a crime.
business operation and to (1666)”
divide the profit amongst the
- the common benefit or
partner themselves. Voluntary
interest of the partners
association, kung anong gusto
(primary purpose but not
nilang gawin)
exclusive kase may iba pang
3. Contributions of members
reason bakit ka pumasok sa
(Partnership, common fund,
partnership)
money, property and industry.
- kapag court na nagsabi na
Voluntary associations,
unlawful yung partnership,
although may fees sila na
then that partnership is
binabayaran, that is not
inexistence. The profits of
considered as contribution of
such unlawful partnership
capital hence, wala)
shall be confiscated,
4. Liability (Generally, the first
kukunin ng
one to charge for liability is the
stare/government.
partnership. Kapag wala nang
properties yung partnership Two points from the first paragraph:
tsaka lang nila hinahabol yung 1. Legality of the objects – other
mga partners. Voluntary term for the primary purpose
Associations, hindi mismo of the partnership. (kapag
liable yung voluntary unlawful yung object, unlawful
association, liable lang is yung na din yung partnership)
mga member, as to each of 2. Community of benefit or
their own liabilities that they interest of the partner
have manage or they have
acquired due to their position Effects of an unlawful partnership
or their action) 1. The contract is void ab initio/
void from the very beginning
and the partnership never
ARTICLE 1770 existed in the eyes of the law
“A partnership must have a lawful 2. The profits shall be confiscated
object or purpose, and must be in favor of the government
3. The instruments or tools and Two requirements where the capital
proceeds of the crime shall also is 3,000 or more (money or property):
be forfeited in favor of the
1. Contract must appear in
government
public instruments
4. The contributions of the
2. Must be recorded or
partners shall not be
registered with the SEC
confiscated unless they fall
under No. 3. (kapag d naman But take note, noncompliance of
under sa no.3 yung such does not prevent partnership
nacontribute ng partners) formation or affect the liabilities to
3rd parties. (Partner can compel, as
ARTICLE 1771 long as its not void, to execute the
“A partnership may be contract in a public instrument)
constituted in any form, except - Informing the public among
where immovable property or the existence of the
real rights are contributed contract, in this case the
thereto, in which case a public partnership.
instrument shall be necessary.”
- Hindi ganon ka-strict except
where immovable property So, anong point ng pag register?
or real rights are
- To make the recorded
contributed thereto, dapat
instrument open to all and
nilalagay siya sa public
give notice thereof to
instrument.
interested parties. (And
also, Tax compliance –
ARTICLE 1772
separate sa partnership)
“Every contract of partnership
having a capital of three
thousand pesos or more, in
money or property, shall
appear in a public instrument, ARTICLE 1773
which must be recorded in the “A contract of partnership is void,
Office of the Securities and whenever immovable property is
Exchange Commission. contributed thereto, if an inventory of
Failure to comply with the said property is not made, signed by
requirements of the preceding the parties, and attached to the
paragraph shall not affect the public instrument”
liability of the partnership and
the members thereof to third - Kapag hindi na-follow,
persons.” partnership contract is void.
- - Kung may immovable
property dapat naka-
ARTICLE 1772 (explanation)
 inventory, next is dapat “Associations and societies,
nasa public instrument. whose articles are kept secret
ARTICLE 1773 (explanation) among the members, and
Basta may immovable property wherein any one of the
na contribution, follow the members may contract in his
requirements kung ayaw mong own name with third persons,
mavoid ang partnership shall have no juridical
contract: personality, and shall be
1. The contract must be in a governed by the provisions
public instrument relating to co-ownership”
2. An inventory of the - Seperates the associations
property contributed must and socities from a
be made, signed by the partnership
parties, and attached to the
public instrument.
ARTICLE 1776
The purpose of the
requirement “As to its object, a partnership
is either universal or
- Intended primarily to
particular.
protect third persons
As regards the liability of the
(because real
partners, a partnership may be
properties/immovable
general or limited”
properties affects 3rd
-
persons)
ARTICLE 1776 (explanation)
Classifications of Partnership
1. As to the extent of its
ARTICLE 1774
subject matter
“An immovable property or an a. Universal partnership
interest therein may be (or one which refers to
acquired in the partnership all the present property
name. Title so acquired can be or to all profits)
conveyed only in the i. Universal
partnership name” partnership of all
- May sariling identity yung present property
partnership, it is logical that (defined in art.
the partnership can acquire 1778); and
properties in its name ii. Universal
because it is a separate partnership of
juridical personality profits (defined in
Art. 1780)
ARTICLE 1775 b. Particular Partnership
(Art. 1783)
2. As to ability of the partners: precluded to deny or
a. General Partnership (pro disprove its existence. As to
rata and subsidiarily, publicity
sometimes solidarily, etc) a. Secret partnership –
b. Limited Partnership (One or existence of some
more general partners and partners not known to
one more limited partners) the public
b. Open or notorious
3. As to its duration partnership – known to
a. Partnership at will the public
- Yung partners na mismo
nag decide kung kelan nila 7. As to purpose
gusto maging partners. a. Commercial or trading
b. Partnership with a fixed partnership – formed for
term business transaction (to
- Nakalagay sa stipulation ng conduct business)
ng kanilang agreement. b. Professional or non-
trading partnership –
4. As to the legality of its formed for the exercise
existence of profession (General
a. De jure partnership Professional Partnership)
(complied with all legal
requirement)
b. De facto (failed to KINDS OF PARTNERS
comply with all the legal 1. Under the Civil Code
requirements, it still a. Capitalist partner –
performs its activities as contributes money or
if it is a legit partnership) property
b. Industrial partner –
5. As to representation to contributes only his industry
other or personal service
a. Ordinary or real c. General partner – either
partnership – actually capitalist and or industrial,
exists among the liability to third persons
partners and to 3rd extends to his/her separate
person property
6. Ostensible partnership or d. Limited partner – liability to
partnership by estoppel – 3rd persons is limited to
in reality not a partnership, capital contribution (hindi
but is considered a na pwedeng mahabol) (wala
partnership only in relation siyang Karapatan to manage
to those who by their own or give his insights to
conduct or admission, are
 control the business of the interest, kung saan napag
operation of the kasunduan na si assignor
partnership. Limited lang yung legit partner and si
sya, parang investor lang subpartner yung assignee.
tingin sakaniya) Napag kasunduan na yung
e. Managing partner – profits na narereceive ni
manages the business legit partner from the
affairs partnership profits,
f. Liquidating partner – take ittransfer niya or irerelay
charge of winding up affairs niya kay
(kapag nag dissolve na yung subpartner/assignee) (Take
partnership then nagdecide note, si subpartner hindi
yung mga partners na hindi siya pwedeng maging
na nila icocontinue yung partner, hindi pwedeng
business, dun na papasok assigned ni legit partner
yung liquidating process, yung interest sa partnership
magkakaroon ng liquidating na gawin siyang partner,
partner and siya yung kumbaga, without the
magte-take charge sa consent of other partners –
winding up ng affairs ng delectus personae – you
partnership. choose who you want to be
g. Partner by estopped– not associated with).
really a partner but a liable
as a partner for the 2. Other classifications
protection of 3rd persons a. Ostensible partner – takes
(eto yung mga partnership active part and known to
by estoppel) the public (does not matter
h. Continuing partner – if an actual partner. If not
continues the business after actual partner, liable by
dissolution (just because doctrine of estoppel)
nag dissolve ang b. Secret partner – takes
partnership that doesn’t active part but not publicly
mean it will be liquidated) known
i. Surviving partner – c. Silent partner – does not
remaining partner after take active part, known to
partnership dissolved due be a partner
to death of one d. Dormant partner – does
j. Subpartner – not member not take active part na,
of the partnership, unknown pa (chill)
contracts with a legit e. Original partner – member
partner with reference to na from the formation
the latter’s share in the palang (members that was
partnership. (assignment of
 part on the original may acquire subsequently by
formation of partnership) inheritance, legacy, or
f. Incoming partner – about donation cannot be included in
to be taken to the such stipulation, except the
partnership fruits thereof” (may limitations
g. Retiring partner – kung ano pwedeng ma-
withdrawing partner contribute ng partners, yung
mga partners na they may
possible acquire by
inheritance, legacy or
ARTICLE 1777 donation, hindi nila yon
“A universal partnership may refer to pwedeng gawin contribution,
all the present property or to all pero yung fruits from that
profits” inheritance, legacy or donation
pwede nilang ma-contribute)
- Classification of Partnership
ARTICLE 1777 8 9
(explanation)
ARTICLE 1778
Universal partnership of all
“A partnership of all present property present property (profits and
is that in which the partners fruits), explained (yung
contribute all the property which kinontribute ng partners at
actually belongs to them to a that time of the formation of
common fund, with the intention of the partnership magiging
dividing the same among themselves, common property yon ng all
as well as all the profits which they partners, hindi yun magiging
may acquire therewith” exclusive, common property na
siya. Yung mga profits na
ARTICLE 1779
madederive/maaacquire nila
“In a universal partnership of from their partnership business
all present property, the operations, magiging common
property which belonged to property rin yon ng
each of the partners at the partnership)
time of the constitution of the - Universal partnership of all
partnership, becomes the present property is one In
common property of all the which the partners
partners, as well as all the contribute all the
profits which they may acquire properties which actually
therewith. belong to each of them at
A stipulation for the common the time of the constitution
enjoyment of any other profits of the partnership to a
may also be made; but the common fund, with the
property which the partner intention of dividing the
 same among themselves as ARTICLE 1780
well as the profits which
“A universal partnership of profits
they may acquire
comprises all that the partners may
therewith. (eto yung
acquire by their industry or work
mapapasama sa common
during the existence of the
property ng partners)
partnership. (common property)
The following become the common
Movable or immovable property
property of the partners:
which each of the partners may
1. Property which belong to each possess at the time of the celebration
of them at the time of the of the contract shall continue to
constitution of the partnership, pertain exclusively to each, only the
and usufruct (right of enjoyment/right to
2. Profits which they may acquire use) passing to the partnership”
from the property contributed
- Gagamitin lang ng
- Example, yung partners na
partnership, yung usufruct
nag contribute sa
lang yung magagamit, but
partnership na common
the ownership of the
fund, magiging common
property, it will retain with
property yon ng mag
the partners. Yung usufruct
partner, hindi na siya
lang yung pwedeng ma-
magiging exclusive
contribute sa partnership.
property.
Contribution of future property
 General rule, future properties
ARTICLE 1780 (explanation)
cannot be contributed:
- Inheritance Universal Partnership of Profits
- Legacy explained
- Donation - It comprises all that the
 Exception, their fruits partners may acquire by
(because, inheritance, legacy their industry or work
and donation are considered to during the existence of the
be indeterminate (hindi ka partnership and the
sure) while their fruits are usufruct of movable or
considered determinate thing – immovable property which
kase dapat yung kinocontribute each of the partners may
sa partnership is yung mga possess at the time of the
determinate thing lang.) celebration of the contact
Reason, dapat determinate thing 1. Ownership of present
and future property
 2. Profits acquired through partnership, pwede pa din
chance (lottery) silang mag enter sa
3. Fruits of property particular partnership
subsequently acquired
(part ng common
property)

ARTICLE 1781 ARTICLE 1782 (explanation)

“Articles of universal Bakit prohibited?
partnership, entered into
without specification of its - Nature kase ng contribution
nature, only constitute a to the partnership is like
universal partnership of DONATION (is like you are
profits.” circumventing the law)

Bakit kapag silent or hindi clear yung Take note, sa Universal Partnership
articles ng universal partnership, lang bawal, sa Particular Partnership
bakit partnership of profits yung pwede.
automatic imbis na yung isa? Additional Take Notes:
- Yung obligations/liability is - Art. 87 provides prohibition
lesser compared to of donation between
universal partnership of all spouse, except moderate
present property, kase yung gifts (yung mag asawa hindi
sa universal partnership of pwedeng magbigay ng
profits, yung mga donation sa isat isa, kase
immovable properties kase sila naman na yung may ari
yung mga ownership nila ng properties na ‘yun e) (sa
will still retain to the donation kase may
partners, magiging exclusive intstances na kapag
properties nila, yung nagbigay ng donation yung
usufruct lang yung isa pwedeng maging
pinagamit, so lesser yung exclusive property yon)
responsibility/liability don. - Art. 739 provides the ff
donations na void
ARTICLE 1782 a. Between persons guilty
“Persons who are prohibited from of adultery (kapag
giving each other any donation or lalaking may asawa is
advantage cannot enter into kumabit) or concubinage
universal partnership” (kapag babaeng mag
asawa is kumabit) when
- Hindi man sila pwedeng the donation was made
mag enter sa universal
 b. Between persons guilty
of the same criminal
offense
c. Made to a public officer
or his wife, descendants
and ascendants by
reason or his office.
(bribery or extortion)
ARTICLE 1783
“A particular partnership has
for its object determinate
things, their use or fruits, or a
specific undertaking, or the
exercise of a profession or
vocation”

ARTICLE 1783 (explanation)

Particular Partnership
- Stated naman sa Article
mismo
- It is basically a partnership
which is neither a universal
partnership of present
property nor a universal
partnership of profits
- Sample, General
Professional Partnership
- Mas maliit yung kanyang
operation or yung kailangan
nyang gawin kesa sa
universal partnership.
- May specific na objective.
Hindi same ng purpose sa
Universal Partnership.