Legal capacity of the parties to enter into the contract.

As a general rule, any person may be a partner who is capable of entering into

contractual relations. Consequently, any person who cannot give consent to a

contract cannot be a partner. Hence, the following cannot give their consent to a

contract of partnership:

 Unemancipated minors;

 Insane or demented persons;

 Deaf-mutes who do not know how to write;

 Persons who are suffering from civil interdiction; and

 Incompetents who are under guardianship

 A corporation, however, may enter into joint venture partnership with

another where the nature of the venture is in line with the business

authorized by its charter.

 Where the partnership agreement provides that the two partners will

manage the partnership so that the management of corporate interest is

not surrendered, the partnership may be allowed.

 Where the entry of the foreign corporation as a limited partner in a limited

partnership (Chap. 4.) is merely for investment purposes and it shall not

take part in the management and control of the business operation of the
partnership, it shall not be deemed “doing business’’ in the Philippines, and

hence, it is not required to obtain a license to do business in the Philippines

as required by Sections 123-126 of RCC