PROCESS OF PARTNERSHIP

REGISTRATION
• To register the charter (SEC) – Articles of Co –
Partnership
• Local Government – To pay mayors permit and pay
municipal license
• BIR – to register the partnership to secure tax payers
identification no. and for registration of the employees,
registration of the simplified books of accounts,
commercial documents.
 PROCESS OF PARTNERSHIP
REGISTRATION
• SSS, Philhealth, Pagibig
• Department of Labor and Employment
 PARTNERSHIP
• ARTICLE 1767 OF THE NEW CIVIL CODE OF THE
PHILIPPINES, STATE THAT, BY THE CONTRACT OF
PARTNERHSIP TWO OR MORE PERSONS BIND
THEMSELVES TO CONTRIBUTE MONEY, PROPERTY OR
INDUSTRY TO A COMMON FUND WITH THE
INTENTION OF DIVIDING THE PROFITS AMONG
THEMSELVES.
 ELEMENTS OF A
PARTNERSHIP
• For a partnership contract to be valid, the following essential
elements must be present:
1. There must be a voluntary agreement to form a partnership.
2. There must be an agreement to contribute money; property; or
industry to a common fund.
3. There must be an intention of dividing the profits between or
among the partners.
4. It must be established for a lawful purpose and for the common
benefit or interest of the partners.
 CHARACTERISTICS OF A
PARTNERSHIP
• Mutual Agency – this means that each partners is considered an agent of
the partnership for the purpose of its business
• Separate legal personality – this means that a partnership has a juridical
personality separate and distinct from the partners.
• Limited Life – the life of the partnership is limited in the sense that it can
be easily dissolved.
• Unlimited Liability – this means that if the assets of the partnership are
not sufficient to pay the liabilities, the partners are individually or jointly
liable to satisfy their claims against the partnership, may attach their
personal assets.
 CHARACTERISTICS OF A
PARTNERSHIP
• Voluntary Association – this means that partners who will
enter into partnership contract are doing it on a purely
voluntary basis.
• Co-Ownership of partnership property – this means that
all the assets contributes by the partners become the
assets of the partnership and all partners become co-
owners thereof.
• Participation in Partnership Profits – this means that all
the partners should share in the profits to be earned by
the partnership.
 Kinds of Partnership
A partnership may be classified according to the following:
1. As to its Activities
a. Commercial Partnership – is once engaged in either
trading, manufacturing or servicing business. The income
tax on the earnings of the business is paid by the
partnership.
b. Professional Partnership – is one engaged in the
exercise of a vocation or profession. (e.g., Accounting Firm,
Law firm, etc).
 Kinds of Partnership
A partnership may be classified according to the following:
1. As to liability of the partners
a. General Partnership – a partnership where the liability of
all partners is unlimited. They can be personally liable for the
partnership debts. It is a partnership where all the partners are
general partners.
b. Limited Partnership – a partnership where the liability of
one or more but not all the partners is limited only up to the extent
of his interest or capital in the partnership.
 Kinds of Partnership
A partnership may be classified according to the following:
1. As to duration of the Partnership
a. Partnership at will – is one which there is no fixed
term for its existence. It can be terminated anytime.
b. Partnership with a fixed term– is one formed for a
specific purpose, undertaking or venture and is terminated
upon completion of the undertaking or accomplishment of
the objective.
 Kinds of Partnership
A partnership may be classified according to the following:
1. As to legality of its Existence
a. De Jure Partnership – one that has complied with all
the legal requirements pertaining to its formation.
b. De Facto Partnership – is one that has not complied
with all the legal requirements pertaining to its formation.
 Kinds of Partner
1. As to Contribution
a. Capitalist Partners – one who contributes cash or
other properties.
b. Industrial Partner– one who contributes only his
services with no capital contribution.
c. Capitalist Industrial partner – one who contributes
both cash or other properties and services.
 Kinds of Partner
1. As to liability to Outsiders
a. General partner– is one whose liability for the
partnership debts is unlimited. The creditors can run after
him in case the partnership becomes insolvent.
b. Limited Partner – is once whose liability for the
partnership debts is limited only up to the amount of his
equity or capital in the business.
 Kinds of Partner
1. As to participation in Management
a. Managing partner – is one who actively manages the affairs of
the business and is known to be a partner.
b. Secret partner – is one who actively manages the affairs of the
business but is not known to be a partner.
c. Silent partner – is one who does not participate actively in the
management of the business but is known to be a partner.
d. Dormant partner – is one who does not participate actively in
the management of the business and is not known to be a partner.