Download - Partnership Formation
-
7/17/2019 Partnership Formation
1/38
Partnership
By :
John Razel A. Mapaye
Bienz Ruezan Azas
-
7/17/2019 Partnership Formation
2/38
IS AHAT
PARTNERSHIP?W
- is an unincorporatedassociation of two or more
individuals to carry on as co-owners a !usiness wit" t"eintention of dividin# t"e pro$tsamon# t"emselves%
-
7/17/2019 Partnership Formation
3/38
"aracteristics
&of a
artners"ipPEase of formation
as compared tocorporations, theformation of a
partnership requiresless formality.Separate le#alpersonality the partnership has a
judicial personality
separate and distinct from
-
7/17/2019 Partnership Formation
4/38
"aracteristics
&of a
artners"ipP'utual A#ency
the partners are a!ents ofthe partnership for thepurpose of its "usiness. As
such, a partner may le!ally"ind this partnership to acontract or a!reement thatis in line #ith theartnershi $s o erations.
-
7/17/2019 Partnership Formation
5/38
"aracteristics
&of a
artners"ipP&o-owners"ip of
property each partner is a co%o#ner of the propertiesin&ested in the partnership
and each has an equal ri!ht#ith his to possess aspeci'c partnership
property for partnership
-
7/17/2019 Partnership Formation
6/38
"aracteristics
&of a
artners"ipP&o-ownes"ip of pro$ts
a partnership is createdas a "usiness ) a pro'toriented entity* as such,each partner is entitled to
his share in the partnershippro't. A stipulation #hiche+cludes one or more
partners from any share in
-
7/17/2019 Partnership Formation
7/38
"aracteristics
&of a
artners"ipP(imited life
the creation of apartnership is "asicallyconsensual. As such, a
partnership may "edissol&ed:a. "y the e+press #ill of any partner". "y the termination of a de'nite term stipulatedin the contract.c. "y any e&ent #hich ma0es it unla#ful to carryout the partnership
d. #hen a speci'c thin! #hich a partner had
-
7/17/2019 Partnership Formation
8/38
"aracteristics
&of a
artners"ipP)nlimited lia!ility
each partner, includin!industrial ones, may "e heldpersonally lia"le to
partnership de"t after allpartnership assets ha&e "eene+hausted. 5f a partner ispersonally insol&ent, hisshare in the partnership de"t
-
7/17/2019 Partnership Formation
9/38
A partnership is#hich allpartners areindi&idually
lia"le is called a#eneralpartners"ip%
A limited
partners"ipincludes at leastone !eneral
partner #homaintainsunlimited lia"ility.
he other, calledlimited artners,
-
7/17/2019 Partnership Formation
10/38
dvanta#es of a Partners"ip
Ease of formationS"aredresponsi!ility of
t"e runnin# t"e!usiness
*le+i!ility in t"edecision ma,in#
reatercapitalcompared to
soleproprietors"ip
Relative lac, of
re#ulation ascompared tocorporations
-
7/17/2019 Partnership Formation
11/38
isadvanta#es of a Partners"ip
Easilydissolved
/(imited life
)nlimited
(ia!ility
&on0ict amon#partners
(esser capitalcompared toa corporation A partners"ip
1ot"er t"an aPP2 is ta+edli,e acorporation%
-
7/17/2019 Partnership Formation
12/38
*ormation
A contract of partners"ip is consensual% It iscreated t"e a#reement of t"e partners w"ic"may !e constituted in any form suc" as oral orwritten%
However Articles 3443 and 3445 of t"e P"il&ivil &ode re6uires t"at a partners"ipa#reement !e made in a pu!lic instrument
and recorded in t"e o7ce of t"e SE& w"en8 a% immova!le property or real ri#"ts are contri!uted
to t"e partners"ip or
!% t"e partners"ip "as a capital of P9::: or more
-
7/17/2019 Partnership Formation
13/38
"aracteristics
&of a
artners"ipPTransfer of owners"ip
in case of dissolution, thetransfer of o#nership,#hether to ane# partner or
e+istin! partner, requiresthe appro&al of theremainin! partners.
-
7/17/2019 Partnership Formation
14/38
A contract of partnership isconsensual. 5t is created thea!reement of the partners #hich
may "e constituted in any form, suchas oral or #ritten.
(o#e&er, Articles 3443 and 3445
of the Phil /i&il /ode requires that apartnership a!reement "e made in apu"lic instrument and recorded in
the o6ce of the 78/ #hen:
ormation
-
7/17/2019 Partnership Formation
15/38
Art. --2 further requires than anin&entory of all immo&a"le propertycontri"uted to the partnership should
"e made and si!ned "y the parties,and attached to the pu"licinstrument other#ise the partnership
shall "e deemed &oid. A partnership$s le!al e+istence
"e!ins from the moment the contract
is e+ecuted, unless it is other#ise
ormation
-
7/17/2019 Partnership Formation
16/38
Art. -9- of the /i&il /ode states that #hen thecapital or part thereof #hich a partner is "ound tocontri"ute consists of !oods, their appraisal must "emade in the manner prescri"ed in the contract of
partnership, and in the a"sence of stipulation, it shall"e made "y e+perts chosen "y the partners, andaccordin! to current prices, the su"sequent chan!esthereof "ein! for the account of the partnership;
Appraisal < =air >alue All assets contri"uted to ) and related lia"ilities
assumed "y* the partnership shall "e measured atfair &alue.
tions of contri!utin# partners
-
7/17/2019 Partnership Formation
17/38
Type of
&ontri!uti
on
*air ;alue
&as" and
cas"
E6uivalent
s
=ace amount
Inventory ?et realiza"le &alue
)estimated sellin! price less
costs to complete and sell*, if
lo#er than cost.*i+ed
Asset@rder of priority:
a. Price in a "indin! sale
a!reement
-
7/17/2019 Partnership Formation
18/38
*inancial
Instrume
nts
1*inancial Assets
and
*inancial(ia!ilitie
s2
=rder of priority>
a% uoted price in an active
mar,et
!% *air value !ased ono!serva!le data 1e%#% price in
recent mar,et transaction or
6uoted price of a similarinstrument2
c% Estimate !ased on t"e !est
information availa!le 1e%#%
measurements developed
-
7/17/2019 Partnership Formation
19/38
Partners"ip *ormation for t"e*irst Time- Initial Investment
-
7/17/2019 Partnership Formation
20/38
Non-&as" Investment
-
7/17/2019 Partnership Formation
21/38
-
7/17/2019 Partnership Formation
22/38
@onus or oodwill on InitialInvestment
-
7/17/2019 Partnership Formation
23/38
-
7/17/2019 Partnership Formation
24/38
Sole Proprietors"ip and anot"erIndividual *orm a Partners"ip
-
7/17/2019 Partnership Formation
25/38
-
7/17/2019 Partnership Formation
26/38
Sole Proprietors"ips @oo,s areRetained for t"e Partners"ips%
-
7/17/2019 Partnership Formation
27/38
-
7/17/2019 Partnership Formation
28/38
-
7/17/2019 Partnership Formation
29/38
-
7/17/2019 Partnership Formation
30/38
Two Proprietors"ip *orm aPartners"ip
-
7/17/2019 Partnership Formation
31/38
-
7/17/2019 Partnership Formation
32/38
-
7/17/2019 Partnership Formation
33/38
-
7/17/2019 Partnership Formation
34/38
-
7/17/2019 Partnership Formation
35/38
-
7/17/2019 Partnership Formation
36/38
-
7/17/2019 Partnership Formation
37/38
-
7/17/2019 Partnership Formation
38/38