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TITLE IX PARTNERSHIP - Fungible cannot be kept without being

consumed
- Appraised (without stipulation with such)
Article 1767. limited to the value of the appraisal
Contract of partnership 2 or more persons
Binds themselves to contribute money, Article 1796.
property, industry to a fund, Partnership responsible for:
with the intention of dividing the profits among - Partners disbursed funds for the partnership
themselves - Obligations contracted in good faith
2 or more persons may form a partnership for the - Risks in consequence of its management
exercise of profession
Article 1797. Profits and losses share
- In accordance with the agreement
Article 1768. - Only profits agreed thats how losses be shared
The partnership has - Absence of stipulation in proportion of
- A juridical personality separate and distinct from contribution, industrial partner not liable
that of each of the partners o Profits just and equitable
o even doesnt comply with 1772: o If with capital shall also receive
Capital of P3,000 or more proportionate to his capital
Appear in public document
Registered in SEC Article 1798.
Article 1769. - assignment of profits or losses to third person
Whether a partnership exists, these rules shall apply o impugned only when its manifestly
- Not partners as to each other, not partners to inequitable
third persons (except partners by estoppel, Art. - Cannot be entrusted to alone of the partners
1825.)
- Co-ownership or co-possession does not of itself
establish a partnership, whether such co-owners Article 1814 and Article 1827
or co-possessors do or do not share any profits - The interest of the debtor partner with payment of
made by he use of the property the unsatisfied amount of such judgment debt
- Sharing of gross returns does not itself establish with interest thereon
a partnership, whether or not the persons sharing o The creditors of the partnership shall be
joint or common right or interest in any property preferred to those each partner as regards
from which the returns are derived the partnership property. Without
- Prima facie partnership when receipt of profits: prejudice to this right, the private
o Debt by installments creditors of each partner may ask the
o Wages of an employee/ Rent of land lord attachment and public sale of the share of
o Annuity to a widow the latter in the partnership assets.
o Interest on a loan
o Sale of goodwill of a business Article 1815.
Every partnership shall operate under a firm name, which
Article 1784. may or may not include the name of one or more
GENERALLY: A partnership begins from the moment of the
execution of the contract Article 1816.
EXCEPTION: Unless otherwise stipulated; - pro rata after all the exhaustion; including
Partnership begins at the time they stipulated when to industrial partners
commence

Article 1790. Article 1822. Solidarily liable


General Rule: The partners shall contribute equal Partnership is liable to the same extent to the partner so
shares to the capital of the partnership acting or omitting when:
- Wrongful act/omission ordinary course of
Exception: Unless there is stipulation to the contrary. business
- With authority of his co-partners
Article 1795. - Caused by any person- not a partner
Lost of risk of specific and determinate things
(which is not fungible)
- Contributed for the fruits
- Lost borne by the owner of the thing
Borne by the partnership
Article 1823. Solidarily liable Two or more persons desiring to form a limited
Make good to the loss partnership shall:
- acting within its scope, receive from 3rd party:
misapplies it (1) Signed a swear to a certificate:
a. Add word limited
b. Character
Article 1828. c. Principal location
The dissolution of the partnership is the change in the d. Name and residence of GP and LP
relation of the partners caused by any partner ceasing e. Term of partnership
to be associated in the carrying on as distinguished f. Cash
from winding up the business. g. Etc. ~

Article 1835.
The dissolution of the partnership
- does not of itself discharge the existing liability of Article 1845.
any partner Limited partner can be cash or property
NOT SERVICE
Person discharged by agreement:
- himself Article 1846
- creditor Surname of Ltd partner shall not appear unles:
- person continuing the business - Also a surname of a general partner
- The name already appear prior becoming LP
Article 1836
Has the right to wind up the partnership affairs: LP surname appears: liable to creditors without actual
- The partners who have not wrongfully dissolved knowledge he is LP
the partnership
- Not insolvent
- Must have cause shown Article 1848,
LP becomes liable if he takes part in the control of the
Article 1839. business in addition to his exercise as a limited partner
Settling accounts:
Cant do without consent of all LPs
Partnership assets - Contravention to the certificate
- partnership property - Confess judgment
- contributions to pay all the liabilities - Make impossible to carry ordinary business
- Posses partnership property for other than
Payment of liabilities rank partnership purpose
- Creditors other than partners - Admit a person as general partner
- Partners other than for capital or profits - Admit a person as alimited partner unless the right
- Partners capital to do so is given in the certificate
- Partners profits - Continue business, upon DRICI

Insolvent partner ranking Article 1859


- Separate creditors LPs interest is assignable
- Partnership creditors Substituted limited partner: death/assigned
- By way of contribution Assignee that is not substituted LP only profits and
contribution
o Can be become SLP with all consent or if the
Article 1843. assignor empowered that right
A limited partnership is one formed
- By two or more persons Article 1860
- Having as members one or more general partners Death, Insolvency, Civil Interdiction, Retirement, Insanity
and one or more limited partners (DICRI) of a general partner dissolves the partnership
The limited partners as such shall not be unless the business is continued by the remaining general
bound by the ibligations of the partnership partners:

- Under a right to do so in the certificate


- Consent of all members

Article 1844. requirements of Limited Partnership


Article 1861.
Death of limited partner
Executor all the right s of a ltd partner settling his estate
Asignee - substituted ltd partner
Estate shall answer to his liability as a limited partner

Article 1863.
Limited partner settling accounts
1) Creditors except limited partners as to their
contributions and to general partners
2) Limited Partners in respect to profits and other
compensation
3) Limited Partners in respect to their capital
contributions
4) General Partners other than for their capital and
profits
5) General Partners in respect to their profits
6) General Partners in respect to capital

DISSOLUTION
- It is the change in the relation of the partners
caused by any partner ceasing to be associated in
the carrying on as distinguished from winding up
of the business