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Notes FAR
Notes FAR
CHARACTERISTICS OF A PARTNERSHIP
1. MUTUAL CONTRIBUTION – money, property or
industry
2. DIVISION OF PROFITS OR LOSSES
3. CO-OWNERSHIP OF CONTRIBUTED ASSETS –
all assets contributed are co-owned by the partnership.
4. MUTUAL AGENCY – any partner can bind other
partners to a contract if he is acting within his express
or implied authority.
5. LIMITED LIFE – It may be dissolved by the
admission, death, insolvency, incapacity, withdrawal of
a partner
6. UNLIMITED LIABILITY – all partners (except
limited partners) incl. Industrial Partners are personally
liable for all debts incurred by the partnership.
7. INCOME TAXES – partnerships (except gen prof
partnerships) are subject to 30% tax (per RA # 9337)
8. PARTNER’S EQUITY ACCOUNTS – each partners
has a capital and withdrawal account
CLASSIFICATIONS OF PARTNERSHIPS
1. ACCORDING TO OBJECT
A. Universal Partnership of all present property
B. Universal partnership of profits
C. Particular partnership
2. ACCORDING TO LIABILITY
A. General (unlimited liab)
B. Limited (limited accdg to contributions)
3. ACCORDING TO DURATION
A. Partnership w/ a fixed term for a particular
undertaking
B. Partnership at will (no term specified)
4. ACCORDING TO PURPOSE
A. Commercial or Trading Partnership
B. Professional or Non-Trading Partnership
5. ACCORDING TO LEGALITY OF EXISTENCE
A. De Jure Partnership (complied with all the legal
requirements)
B. De Facto Partnership (failed to comply)
KINDS OF PARTNERS
ARTICLES OF PARTNERSHIP
1. The partnership name, nature, purpose and location.
2. The names, citizenship and residence of the partners.
3. The date of formation and duration of the partnership.
4. The capital contribution of each partner, procedure for
valuing non-cash investments, treatment of excess
contribution (as capital or as loan) and the penalties for
a partner’s 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/loss, frequency of income
measurement and distribution, incl any provisions for
the recognition of differences in contributions.
8. The drawings/salaries to be allowed to partners
9. The provision for arbitration of disputes, dissolution,
and liquidation.
SEC REGISTRATION
- Capital of 3,000/more (money/property) must be
recorded with SEC, even not registered
- SEC shall not register any corp for public practice
- Purpose (to set a condition for the issuance of the
licenses to engage in business/trade.” (Dean
Capistrano, IV Civil Code of the Phils)
STEPS TO REGISTER
- Have your proposed business name verified (Co,
Ltd, Company, Assoc or Partners-SEC Memo
Circular 5, series of 2008)
- Submit the requirements:
Articles of partnership
Verification slip for business name
TIN of each partner and/or of the partnership
- Pay fees (Filing fee - 1% of the partnership
capital, not less than 1000 and legal research fee-
1% of the filing fee)
- Forward docs to SEC Commissioner for signature
PROFITS
a. According to partner’s agreement
b. If no agreement, according to their capital
contributions (ratio of orig investment, if none
capital balances at the beg of the year)
c. For industrial partner, receive share before the
capitalist partners shall divide the profit.
LOSSES
a. According to partner’s agreement
b. If no agreement, according to profit ratio
d. In absence:
capitalist partners – accdg to capital
contributions (ratio of orig investment, if
none capital balances at the beg of the year)
purely industrial partner – shall not be liable
for any losses.
FINANCIAL REPORTING
OVERALL CONSIDERATIONS
1. Fair presentation and compliance with international
reporting standards
2. Going concern
3. Accrual basis of Accounting
4. Materiality and aggregation
5. Offsetting
6. Frequency of reporting and comparative information
7. Consistency of presentation
8. Identification of the financial statements
- Name of the reporting entity
- Individual entity or group of entities
- Date of the end of the reporting period/period
covered by the financial statements
- Presentation currency
- Level of rounding used in presenting amounts
CHAPTER 3
DISSOLUTION
DISSOLUTION
change in the relation of the partners caused by any
partner ceasing to be associated in the carrying on as
distinguished from the winding up of the business of the
partnership.
Partnership is not terminated
CAUSES OF DISSOLUTION
1. Admission of a Partner
Delectus Personae (no one becomes a member
w/o the consent of all members)
a. Purchase of an interest from one or more of the
existing partners
A.1 Payment to old partners is equal to interest
purchased
A.2 Payment to old partners is less than the
interest purchased
A.3 Payment to old partners is more than the
interest purchased
b.
2. Withdrawal or retirement of a partner
3. Death of a partner
4. Incorporation of the partnership