PARTNERSHIP- by the contract of partnership, two

or more persons bind themselves to contribute

money, property, or industry to a common fund, with
the intention of dividing the profits among
themselves. (Article 1767, NCC)

Possession of separate personality. It has a

juridical personality of its own, distinct and
separate from that of each of the partners.
Subject to tax. Partnerships, except general
professional partnerships, are treated for
income tax purposes as corporations subject
to tax as such.

GENERAL PROFESSIONAL PARTNERSHIP

Profession- a group of men pursuing a learned art as a
common calling in the spirit of public service- no less a
public service because it may incidentally be a means
of livelihood.

Not a business or an enterprise for profit.

It is the individual partners, and not the
partnership, who engage in the practice of the
profession and are responsible for their own
acts as such.

CHARACTERISTIC ELEMENTS OF PARTNERSHIP.

1. Consensual
2. Nominate
3. Bilateral
4. Onerous
5. Commutative
6. Principal
7. Preparatory
* A partnership contract, in its essence, is a contract
of agency.
ESSENTIAL FEATURES OF PARTNERSHIP:
1. There must be a VALID CONTRACT
2. The parties must have LEGAL CAPACITY to
enter into the contract
3. There must be a MUTUAL CONTRIBUTION
of money, property, or industry to a common
fund
4. The OBJECT MUST BE LAWFUL
5. The PRIMARY PURPOSE must be to obtain
profits and to divide the same among the
parties.
*It is also required that the articles of partnership
must not be kept secret among the members;
otherwise the association shall have no legal

personality and shall be governed by the provisions

of the Civil Code relating to co- ownership.
A. EXISTENCE OF A VALID CONTRACT
Partnership relation fundamentally contractual.

Partnership is a voluntary relation created by

agreement of the parties.
There is no such thing as a partnership
created by law or by operation or implication
of law alone.

Form- may be oral or written, express or implied

from the acts and declarations of the parties.
Articles of partnership
theres no necessity that the member should
sign any articles of partnership.
it is CUSTOMARY to embody the terms of the
association in a written document known as
this.
Requisites- consent and capacity; object; cause.
Partnership relation fiduciary in nature.

It is a form of voluntary association entered

into by the associates.
Personal relation in which the element of
delectus personae exists, involving as it does
trust and confidence between the partners.
Delectus personae
choice of the person or choice of the
persons.
This element is true only in the case of
a general partner, but not as regards a
limited partner.
1. Right to choose co- partners
- No one can become a member of a
partnership association without the
consent of all the other associates.
- Right to choose with whom he will be
associated with in the firm
2. Power to dissolve partnership
-