Final Partnership Part 1

By bluesilverstar32 | Updated: Sept. 5, 2020, 5:04 p.m.

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PARTNERSHIP
Is a contract of 2 or more persons who bind themselves to contribute money, property or industry to a common fund, with the intention of dividing the profits among themselves.
Rules on Division
of
Profit and Loss
With Agreement Between Partners
Without Agreement Between Partners
According to the ageement.
According to the ageement.
Capitalist Partner - proportion to his contribution

Industrial Partner - as may be just and equitable to circumstances
Presence of Stipulation for Profit Sharing - the same apply to losses

Without Stipulation - losses shall be borne according to capital contribution

Industrial Partner - not liable for losses
Profit
Loss
or
Designation of share in the Profit or Loss
by a Third Person
by a Partner
Entrusted to third persons
entrusted to a partner
BINDING
Can no longer be impugned:
1. By a partner who has begun to              execute it; or
 2. By any partner if three months 
     had already lapsed from the time
     he obtained knowledge thereof
upon the partners and may be impugned only when it is manifestly inequitable.
!
VOID
profits and losses shall be divided among the partners as if there was no stipulation thereon
RULES
ON

MANAGEMENT

2 
occasions when one may be appointed as managing partner
By the Articles of Incorporation
After the partnership is constituted
Scope of Authority
By the Articles of Incorporation
After the partnership is constituted
The Managing partner May execute all acts of administration despite opposition of other partners unless he acts in bad faith.
May execute all acts of administration but if there is opposition from other partners then the partners owning the controlling interest may opt his removal as manager.
Revocation of Appointment
By the Articles of Incorporation
After the partnership is constituted
2. Without just or lawful cause- only with the consent of all the partners including himself as such revocation would be a novation of the articles of partnership.
1. With just or lawful cause-by the vote of partners owning the controlling interest.
He may be removed as manager with or without just cause by the vote of partners owning the controlling interest.
if there are 2 or more managing partners?
what happens
Situations when there are 2 or more managers...
No specification of duties and absence of stipulation that one shall not act without consent of the others
Presence of specification of duties
Presence of stipulation that managing partners shall not act without the consent of others
no agreement as to the manner of management
Presence of specification of duties
Each managing partner shall perform only the duties specified in his appointment.
 managing partners shall not act without the consent of others
Presence of stipulation that
Concurrence of all managers through a vote is required for the validity of the acts.
In case one managing partner is absent or disabled and the absence or disability cannot be alleged then the other managing partners are not authorized to act for partnership unless there is imminent danger of grave or irreparable injury to the partnership.
No specification of duties and of stipulation that one shall not act without consent of the others

Each managing partner may execute all acts of administration.
If there is opposition from other partners:
2
1
1. The decision of the majority of partners shall prevail.
2. If tied, the decision of the managing partner or partners owning the controlling interest shall prevail
No agreement as to the manner of management
All are considered managers of the partnership.
none of them can act without the consent of the others as whatever any one of them may do alone shall bind the partnership.
If there is opposition from other partners then the decision of the majority shall prevail. In case of a tie, the decision of the partners owning the controlling interest shall prevail.
Rules on sharing partnership liabilities
to third persons
Who are liable as to third persons?
All general partners whether capitalist or insudtrial.
What are the nature of their liability?
1. Pro rata - means that it shall be divided 
       equally among partners; and
2. Subsidiary - means that each partner is 
       liable with his separate property 
       after all the assets of the 
       partnership are exhausted.
 presence of a stipulation exemting a partner from pro rata and subsidiary liability
the liability shall be paid as follows:
2
1
The assets of the partnership shall be used fisrt.
Equally from the separate assets of the partners including any industrial partner.
Thereafter, those who are not exempted, shall reimburse the following according to the profit loss sharing agreement or in the ratio of their capital contributions:
1. Industrial partner whom the law exempts 
   from losses.
2. General partners exempted from por rata 
   and subsidiary liabilities.

Final Partnership Part 1

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