Professional Documents
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Basic Considerations and Formation 1
Basic Considerations and Formation 1
LEARNING OBJECTIVES:
Define partnership.
Identify the characteristics of a partnership.
Explain the advantages and disadvantages of a partnership.
Distinguish between partnership and corporation.
Identify and describe the different classifications of partnerships and the different kinds of partners.
Outline the essential contents of the articles of co-partnership.
DEFINITION
In a contract of partnership, two or more persons bind themselves to contribute money, property, or industry
to a common fund, with the intention of dividing profits among themselves. Two or more persons may also
form a partnership for the exercise of a profession (Civil Code of the Philippines, Article 1767)
CHARACTERISTICS OF A PARTNERSHIP
1. Mutual Contribution. There cannot be a partnership without contribution of money, property or industry
(i.e., work or services) to a common fund.
2. Division of profits or losses. The essence of partnership is that each partner must share in the profits or
losses of the venture.
3. Co-ownership of Contributed Assets. All assets contributed into partnership are owned by the partnership
by virtue of its separate and distinct juridical personality.
4. Mutual Agency. A ny partner can bind the other partners to a contract if he is acting within his express or
implied authority.
5. Limited Life. A partnership has a limited life. It may be dissolved by the admission, death, insolvency,
incapacity, withdrawal of a partner or expiration of the term specified in the partnership agreement. 6.
Unlimited Liability. All partners (except limited partners), including industrial partners, are personally liable
for all debts incurred by the partnership.
7. Income Taxes. Partnerships, except general professional partnerships, are subject to tax at the rate of 30%
(per R.A. 9337) of taxable income.
8. Partners’ Equity Accounts. Accounting for partnerships are much like accounting for sole proprietorships.
The difference lies in the number of partners’ equity accounts. Each partner has a capital account and a
withdrawal account that serves similar functions as the related accounts for sole proprietorships.
Extent of Liability In a partnership, each of the partners except limited partner is liable
to the extent of his personal assets; in a corporation, stockholders
are liable only to the extent of their interest or investment in the
corporation.
Terms of Existence In a partnership, for any period of time stipulated by the partners; in
a corporation, shall have perpetual existence unless its articles of
incorporation provides otherwise.
CLASSIFICATIONS OF PARTNERSHIPS
1. According to Object
a. Universal partnership of all present property. A ll contributions become part of the partnership fund. b.
Universal partnership of profits. All that the partners may acquire by their industry or work during the
existence of the partnership and the use of whatever the partners contributed at the time of the institution
of the contract belong to the partnership,
c. Particular partnership. The object of the partnership is determinate – its use or fruit, specific
undertaking, or the exercise of a profession or vocation.
2. According to Liability
a. General. All partners are liable to the extent of their separate properties.
he limited partners are liable only to the extent of their personal contributions.
b. Limited. T
3. According to Duration
a. Partnership with a fixed term or a particular undertaking.
b. Partnership at will. One in which no term is specified and is not formed for any particular undertaking.
4. According to Purpose
a. Commercial or trading partnership. One formed for the transaction of business. b.
ne formed for the exercise of profession.
Professional or non-trading partnership. O
KINDS OF PARTNERSHIP
General partner One who is liable to the extent of his separate property after all the
assets of the partnership are exhausted.
Limited partner One who is liable only to the extent of his capital contribution.
Capitalist partner One who is contributes money or property to the common fund of
the partnership.
Industrial partner One who contributes his knowledge or personal service to the
partnership.
Managing partner One whom the partners has appointed as manager of the partnership.
Liquidating partner One who is designated to wind up or settle the affairs of the
partnership after dissolution.
Dormant partner One who does not take active part in the business of the partnership
and is not known as a partner.
Silent partner One who does not take active part in the business of the partnership
though may be known as a partner.
Secret partner One who takes active part in the business but is not known to be a
partner by outside parties.
Nominal partner or partner One who is actually not a partner but who represents himself as one.
by estoppel
ARTICLES OF CO-PARTNERSHIP
A partnership may be constituted orally or in writing. In the latter case, partnership agreements are embodied
in the Articles of Co-Partnership. The following essential provisions may be contained in the agreement: 1.
The partnership name, nature, purpose and location;
2. The names, citizenship and residences of the partners;
3. The date of formation and the duration of the partnership;
4. The capital contribution of each partner, the procedures 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 or loss, frequency of income measurement and distribution, including any
provisions for the recognition of differences in contributions;
8. The drawing or salaries to be allowed to partners;
9. The provision for arbitration of disputes, dissolution, and liquidation.
A contract of partnership is void whenever immovable property or real rights are contributed and a signed
inventory of the said property is not made and attached to a public instrument.
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II. MULTIPLE CHOICE QUESTIONS. Choose the best answer in each of the following questions.
1. Penetrante owns and operates a large hardware store in Cabanatuan City that employs about forty-five
personnel. She delegates some of the decision making to two supervisors. Penetrante’s business is
organized as a
a. corporation.
b. partnership.
c. sole proprietorship.
d. limited partnership.
2. Jumawan loves to cook. She receives unqualified praise whenever she prepares a meal for someone.
Encouraged by these compliments and eager to put her culinary talents to good use, Jumawan decides to
open a boutique restaurant in Dumaguete City. Since she plans to maintain complete control of the
business, she will most likely organize it as a
a. limited partnership.
b. corporation.
c. general partnership.
d. sole proprietorship.
3. A budding entrepreneur wants to start a business but is unsure of the legal form suited for her. Short of
cash, she has to take the form that is least expensive and most flexible in terms of decision making and
implementation. Which would you recommend?
a. Joint venture.
b. Partnership.
c. Sole proprietorship.
d. Cooperative.
e. Corporation.
4. Unlimited liability means
a. there is no limit on the amount an owner can borrow.
b. creditors will absorb any loss from nonpayment of debt.
c. the business can borrow money for any type of purchase.
d. the owner is responsible for all business debs.
e. shareholders can borrow money from the business.
6. After Russell has maximized her standby credit limit from the CDO Bank and still cannot cope with the
working capital needs of her fast-growing business, what is her recourse if she wants her company to
continue growing?
a. Obtain a partner or form a corporation to access more funds.
b. Hire more employees.
c. Turn away potential new customers.
d. Continue to plead with bank for more money.
e. Hold a fundraising campaign.
7. Daganta’s partnership agreement with two partners was done haphazardly and thus caused some
limitations. One of the concerns was uneven productivity among the partners. The agreement required
each partner to contribute every aspect of the business to receive an equal portion of the profits. This
agreement did not reflect the idea that
a. partners need not be “equal” because each bring varied talents and knowledge into the partnership.
b. general partners are required to be active in day-to-day business operations.
c. customers and creditors of a limited partnership need not be protected.
d. the Limited Partnership Law requires every general partnership to have at least one limited partner.
e. each partner may enter into contracts on behalf of all the other.
8. The person who assumes full co-ownership of a partnership including unlimited liability is a
a. sole proprietor.
b. shareholder.
c. limited partner.
d. general partner.
9. The partner who can lose only what he has invested in a business is the
a. general partner.
b. sole proprietor.
c. manager.
d. employee.
e. limited partner.
10. Alibangbang and Sol decided to go into business together. They started by listing the essential terms of
their agreement along with their rights and duties. Alibangbang and Sol created a(n) a. articles of
co-partnership.
b. licensing agreement.
c. articles of incorporation.
d. division of partnership agreement.
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