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Partnership

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Partnership

Partnership is an association of two or more persons who have


agreed to contribute money, property, or industry to a common fund
with the intention of dividing the profits among themselves.

In a partnership, there is another concept that equally applies from


the business entity concept pertaining to the relationship of the
partners to the partnership. It is the aggregate concept, which views the
partnership as a collection of rights and responsibilities, of the individual
partners, inasmuch as the individual partners are jointly liable for all the
debts and obligations of the partnership.
Nature of a Partnership
A partnership is easier to form than a corporation. It allows the
pooling of resources for some common purpose(s). Partnerships have
been employed not only for small operations, but also for large-scale
operations. It may be a small firm selling goods or services at a single
location, or it may be a larger enterprise selling goods or services at
different locations.
Partnerships may be composed of two partners only or dozens of
partners. It is contractual in nature because it is formed through a
contract between or among the partners. The partnership can be
formed by either an oral contract/agreement or by a written
contract/agreement. A written contract is not required for a
partnership. All that is needed is that the partners agreed to form the
partnership and are amenable to the terms of the agreement.
ELEMENTS OF FINANCE
Essential Requisites of a Partnership
1. a contract of partnership which may be oral or written, expressed or implied, subject to the rules contained
in Articles 1771 to 1773 of the New Civil Code,
2. two or more persons who have the legal capacity to enter into the contract of partnership;
3. valuable contribution to a common fund which may consist of money, property, or industry;
4. an intention to divide the profits between or among the partners; and
5. lawful purpose(s).
Characteristics of a Partnership
1. mutual agency; 6. division of profit; and
2. voluntary association; 7. co-ownership of contributed assets.
3. based on contract;
4. limited life;
5. unlimited liability;
Mutual Agency
Every partner is an agent of the partnership for the purpose of its
business. The act of every partner for carrying on in the usual way the
business of the partnership of which he is a partner binds the
partnership. This means that the acts of each partner, provided that
they are within the scope of the business of the partnership, bind the
partnership or make the partnership liable to third parties.
Voluntary Association
Partnerships are voluntary associations in so far as no person can be
forced against his will to become a partner to a partnership. This is
because a partner is responsible for the business acts of his partners
when the acts are within the scope of the business of the partnership;
also, a general partner is unlimitedly liable for the partnership debts.
Consequently, it is only fair that a person be permitted to select the
people he wishes to join with in a partnership. Trust and confidence are
the key elements in a contract of partnership.
Other than the provision of the New Civil Code, the Uniform
Partnership Act of 1994 contains legal guidelines relevant to
partnerships.

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