A LEGAL OPINION ON THE MATTER OF

REGISTRATION OF LAW FIRMS WITH

THE SECURITY AND EXCHANGE COMMISSION

A law firm is deemed to be a general professional partnership. As provided under the

second paragraph of Article 1767 of the Civil Code:

Article 1767. xxx Two or more persons may also form a partnership for the
exercise of a profession.

In the book of De Leon on Partnership, Agency and Trust1, a partnership for the practice of
law is a mere association for a non-business purpose. A partnership for the practice of law
cannot be likened to partnerships formed by other professionals or for business. It is not a
partnership formed for the purpose of carrying on trade or business or of holding property.

This is because the practice of law is not a mere money-making venture but for the
administration of justice.

A general professional partnership is governed by the rules on partnership provided under

the Civil Code. In particular, Article 1772 speaks of the requirement of recording the
contract of partnership with the Securities and Exchange Commission:

Article 1772. Every contract of partnership having a capital of three thousand

pesos or more, in money or property, shall appear in a public instrument,
which must be recorded in the Office of the Securities and Exchange
Commission.

Therefore, a general professional partnership must register its contract of partnership with
the SEC if it has a capital of P3,000 or more.

Registration with the SEC is not a condition for the existence of a partnership. A partnership,
like any other contract, is perfected upon the meeting of the minds of the parties. Thus, it
may exist just by the mere intention of the parties to form a partnership. Registration is only
for the purpose of monitoring these partnerships.

The practice of a law is a highly fiduciary profession. A lawyer is an officer of the court and
has a duty to society. Thus, law firms must register with the SEC in order to be properly
monitored and regulated while it is in the exercise of its profession.

1
De, Leon H. Comments and Cases on Partnership, Agency and Trust. 2010.