Art. 1776.

KINDS OF PARTNERSHIPS

1. According to object:
a. UNIVERSAL PARTNERSHIP (Art. 1777)
1. OF ALL PRESENT PROPERTY. This is a partnership in which all the
partners contribute all the property which actually belonged to them to the
common fund, with the intention of dividing the same among themselves,
as well as the profits which they acquire therewith. (Art. 1778)

Property which shall belong to the common fund:

a. Property belonging to the partners at the time of the constitution of the
partnership (present property)

b. Profits that may be acquired from the present property.

c. Property acquired by each partner after the formation of the partnership

but only if stipulated. (Art. 1779). This property shall include:

1. The property itself, except that the stipulation shall not include
property acquired by inheritance, legacy, or donation.

2. The profits and fruits therefrom including those from property

acquired by inheritance, legacy, or donation. (Art. 1779)

2. OF ALL PROFITS. This comprises all that the partners may acquire by their
work or industry during the existence of the partnership (Art 1780)

Profits/property which shall belong to the partnership:

a. Profits obtained by the partners by their work or industry during the
existence of the partnership.
Accordingly, profits acquired by the partners without the exertion of
physical or intellectual efforts, such as those acquired by chance or
lucrative title are excluded.

b. The usufruct (the use) of the property belonging to each partner at the
time of the constitution of the partnership.

The ownership of the property (whether movable or immovable)

belonging to each partner at the time of the constitution of the
partnership shall continue to pertain exclusively to each partner as
only the usufruct is passed on to the partnership.

c. The profits and fruits from the properties aforementioned (items “a”) and
“b”)
 d. Profits and fruits, if stipulated, of property acquired by each partner after
the constitution of the partnership.

Art. 1782. Persons who are prohibited from giving each other any donation or
advantage cannot enter into universal partnership.

Under Art 133 of the New Civil Code, “every donation between spouses
during the marriage shall be void.

Example: H and W are man and wife. If during the marriage, they enter into
a universal partnership, their contract of partnership is void, for they cannot give
donation to each other.

Donations which are void: (Art. 739 New Civil Code)

a. Those made between persons who were guilty of adultery or concubinage

at the time of the donation.

b. Those made between persons found guilty of the same criminal offense, n
consideration thereof;

c. Those made to a public officer or his wife, descendants, by reason of his

office.
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b. PARTICULAR PARTNERSHIP –object is determinate; for a specific
undertaking or for the exercise of a profession. (Art. 1783)

2. According to liability
a. GENERAL PARTNERSHIP –all partners are general partners who are liable
even with their own properties

b. LIMITED PARTNERSHIP –at least has one general partner with other limited
partners who are only liable to the extent of their contributions.

3. As to purpose:
a. COMMERCIAL/TRADING –one whose primary purpose is for profits

b. PROFESSIONAL/NON-TRADING –one for the exercise of a profession or

vocation

4. As to manner of creation:
a. Oral
b. Constituted in a private instrument
c. Constituted in a public instrument
d. Registered with the SECG1fRmlLV89qwm95g==.pdfRmlLV89qwm95g==.pdf
 5. According to its term or existence:
a. PARTNERSHIP AT WILL –has no specified term for its existence and can be
terminated at the will of any partner.

b. PARTNERSHIP WITH A FIXED TERM – the term is fixed and agreed upon by
the partners

6. As to requirements of the law:

a. DE JURE PARTNERSHIP –one which exists in fact and in law or one created
in strict or substantial conformity with the statutory requirements of law.

b. DE FACTO PARTNERSHIP –one which has no complete documents.

KINDS OF PARTNERS:

1. As to contribution:
a. CAPITALIST –one who contributes money and/or property; answerable for
loss and liabilities; prohibited from engaging in similar kind of business (Art
1808)

b. INDUSTRIAL –who contributes services, mental or physical; not liable for

partnership loss (Art 1769) but will answer for partnership liabilities or
contractual obligations to 3rd persons subject to reimbursement from capitalists
(Art 1816); prohibited from engaging in any kind of business (Art. 1769)

c. CAPITALIST-INDUSTRIAL PARTNER- one who contributes not only money or

property but also his services to the partnership.

d. LIMITED/SPECIAL PARTNER –mere contributor/investor; cannot contribute

industry.

2. As to management:
a. MANAGING PARTNER –one who has been tasked to manage the affairs of
the partnership; may nor may not have been appointed in the articles of
partnership

b. LIQUIDATING PARTNER –one who is tasked to take charge of the affairs of

the partnership on dissolution.

c. WINDING UP PARTNER - one who is entrusted with the winding up of

partnership upon the dissolution of the partnership.

d. SILENT PARTNER – one who has no voice in the management of partnership

affairs.
3. As to liability:
a. GENERAL PARTNER – one whose liability for partnership obligations extends
to his personal property after all the assets of the partnership have been
exhausted.

b. LIMITED PARTNER – can be held liable for partnership obligations to the

extent of his capital contribution only.

c. GENERAL-LIMITED PARTNER- one who has all the rights and powers and is
subject to all the restrictions of a general partner, except that, in respect to his
contribution, he shall have the rights against the other members which he would
have had if he were not also a general partner. (Art,. 1853)

Example: Manuel, Alberto and Conrado are partners in MAC Company Ltd.
with Manuel as limited partner, Alberto as general partner, and Conrado as
general-limited partner. The partnership has assets of P60,000 and liabilities of
P90,000. In the settlement of the liabilities, the assets will first be exhausted.
Thereafter, the creditors can collect the balance of P30,000 from the separate
assets of Alberto and Conrado who will be liable for P15,000 each. After
payment to the creditors, Conrado may demand reimbursement of P15,000
from Alberto. This is so because as to third persons, Conrado is a general
partner, but among the partners, he is a limited partner. Manuel will not be liable
with his separate property being a limited partner.

4. As to third persons:
a. PARTNER BY ESTOPPEL/NOMINAL PARTNER –a partner by implication or
those who represent themselves, or consent to another or others representing
them to anyone, as partners either in an existing partnership or in one that is
fictitious or apparent.

b. OSTENSIBLE PARTNER –one known to the public as partner and participates

actively.

c. SECRET PARTNER –one who takes active part in the partnerships affairs but
is not publicly known as a partner.

d. SILENT PARTNER –one who does not take active part in partnership business
but shares in the profits or losses.

e. DORMANT PARTNER/ SLEEPING PARTNER –one who is both silent (hidden)

and silent (not managing) partner.

f. NOMINAL PARTNER – not really a partner but who, by his acts or omissions
may become liable as such insofar as third persons are concerned.