Module 1 Business Law and Taxation
Module 1 Business Law and Taxation
A MODULAR APPROACH TO
BUSINESS LAW AND
TAXATION
This course covers the study of the important provisions of Republic Act No.
386, otherwise known as the Civil Code of the Philippines on Partnerships,
the Revised Corporation Code of 2019, the National Internal Revenue Code,
as amended by the TRAIN Law and CREATE Act, and other relevant business
laws. Under the Civil Code, it will particularly deliberate on the provisions of
partnership and subsequently the entirety of the law on corporations as
amended under the Revised Corporation Code. Partnerships and
Corporations are essential in the field of business in order to bind the
partners and members of the business to their legal and contractual
obligations. It will also delve into the general principles of taxation and the
salient features of income taxation. A discussion of other special commercial
laws will also be included in the modules to further equip the readers with
knowledge that will help them to understand the application of various
business laws.
- The Author
October 2021
Angeles City, Philippines
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Table of Contents
Foreword..................................................................................................................................................1
Module 1: General Provisions on Partnership.............................................................................4
POST TEST.............................................................................................................................................22
REFERENCES.........................................................................................................................................23
APPENDIX: COURSE MATERIAL EVALUATION............................................................................24
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Module 1: General Provisions on Partnership
LEARNING OBJECTIVES
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SALIENT POINTS FOR DISCUSSION
This module will delve into the definition and fundamental concepts of
partnership. It will discuss the nature of partnerships, how it is distinguished
from other kinds of contracts and introduces the readers to the essential
requisites of a partnership.
Definition of a partnership
Two or more persons may also form a partnership for the exercise
of a profession. (1665a)
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Money – the medium of exchange authorized or adopted by a government
as part of its currency.
For example:
Momo and Sana entered into a joint venture agreement with Mina for the
development of a resort in a beachfront property located in an island in
the West Philippine Sea. In accordance with the contract, they executed a
deed of sale involving the beachfront property in favor of Mina, who
transferred the title in her name. Mina then mortgaged the property to
receive a loan from Sakura Bank worth P1 million. The loan is for the
development of the resort involving the property. The parties also agreed
that they shall equally have a share to the profits according to their
contributions. Subsequently, the development project failed and the
property was foreclosed. Was there a partnership created by the parties?
Yes. It is apparent that the parties involved are contributing money,
property, and industry in a common fund for the development of a resort.
Momo and Sana provided the beachfront property while Mina provided the
money worth P1 million and the labor for the development project. It is
also part of their agreement that they shall all share in the profit from the
development of the resort. Thus, it is the intention of the parties to form a
partnership.
Characteristics of a partnership
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iii. Principal – it is a contract that does not depend on other contracts
for its existence.
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obligations of the partnership unless it was shown that the legal fiction of
a different juridical personality was being used for fraudulent, unfair, or
illegal purposes. (Guy vs. Atty. Glenn Gacott, G.R. No. 206147, January 13,
2016)
As to liability, partners are liable personally for partnership debts not only
to what they have invested in the partnership but even as to their
properties. In a corporation, there is limited liability on the part of the
stockholders or members with regards to corporate liability.
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As to the management, a partnership may operate without a designated
manager since the partners may all act in behalf of the partnership. In
corporations, it is run by the board of directors and it exercises its power
through them.
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As to purpose for its creation, a partnership is created for profit while a
co-ownership’s purpose is common enjoyment of a thing or right. It is not
necessarily for profit.
As to profit, the partners may stipulate the share in the profit. In co-
ownership, the profit is dependent upon the proportionate shares of the
co-owners. Any contrary stipulation is void.
Partnerships at will
A partnership that does not fix a term is a partnership at will. The birth
and life of a partnership at will is predicated on the mutual desire and
consent of the partners. It is usually founded on the stipulation in the
agreement that “the partnership shall continue so long as mutually
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satisfactory and upon the death or legal incapacity of one of the partners,
shall be continued by the surviving partners.”
Juridical Personality
Under Art. 1768 of the Civil Code, a partnership has a juridical personality
separate and distinct from that of each of the partners. The partners
cannot be held liable for the obligations of the partnership unless it is
shown that the legal fiction of a different juridical personality is being
used for fraudulent, unfair, or illegal purposes. Hence, it is a partnership,
not its officers or agents, which should be impleaded in any litigation
involving property registered in its name.
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(3) The sharing of gross returns does not of itself establish a
partnership, whether or not the persons sharing them have a
joint or common right or interest in any property from which the
returns are derived;
Rule 1: Persons who are not partners as to each other are not partners as
to third persons.
For example: Mina and Momo are not partners. Thus, as to Sana, a third
person, they are also not partners. But if Momo misrepresents to Sana
that she and Mina were partners in a business deal, and Mina did not
object even if she had the opportunity to do so, then as to Sana, Mina and
Momo are partners by operation of law. This is what is called as
partnership by estoppel. This means that Mina can be bound by the
dealings of Momo with Sana.
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Rule 2: Co-ownership or co-possession does not of itself establish a
partnership.
For example: Mina and Momo received from Sana a parcel of land as a
gift. This does not mean that Mina and Momo are partners but they are
co-owners of the property.
Exceptions to Rule 4:
(d) As interest on a loan, though the amount of payment vary with the
profits of the business;
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Article 1770. A partnership must have a lawful object or purpose,
and must be established for the common benefit or interest of
the partners.
When we talk about lawful object or purpose, it means that the purpose
must be within the commerce of man, not impossible, and it must not be
contrary to law, morals, good customs, public order, or public policy.
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The purpose of registration is to set a condition for the issuance of
licenses to engage in business or trade. In this way, the tax liabilities of
big partnerships cannot be evaded and the public can also determine
more accurately their membership and capital before dealing with them.
According to object:
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2. Particular Partnership – a partnership has for its object determinate
things, their use or fruits, or specific undertaking, or the exercise of
a profession or vocation.
According to liability:
According to duration:
1. De jure partnership – it is one which has complied with all the legal
requirements for its creation.
2. De facto partnership – one which has not complied with all the legal
requirements for its creation but is nonetheless considered as a
partnership.
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Partnership by estoppel - it is one where persons, by words spoken or
written or by conduct, represent themselves, or consent to another
representing them to anyone, as partners in an existing partnership or
with one or more persons who are not actual partners.
For example, Mina, Momo, and Sana are partners in MMS Partnership.
Subsequently, Sakura misrepresented herself to Yuri that she is a partner
in MMS Partnership. Yuri inquired with Mina, Momo, and Sana regarding
their relations with Sakura but they did not deny that Sakura was a
partner. Later on, Yuri entered into contractual agreements with MMS
Partnership but such agreements failed to push through and caused Yuri
damages. Should Yuri sue MMS partnership, can Sakura be held liable for
damages as a partner to MMS Partnership? The answer is in the
affirmative. This is because a partnership by estoppel was created due to
the misrepresentation of Sakura that she is a partner in MMS Partnership.
Thus, Mina, Momo, Sana, and Sakura can all be held liable for damages to
Yuri as partners by estoppel.
Universal Partnership
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is stipulated, the profits from other property of the partners may
also become common.
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Movable or immovable property which each of the partners may
possess at the time of the celebration of the contract shall
continue to pertain exclusively to each, only the usufruct passing
to the partnership. (1675)
Partners retain their ownership over their present and future property.
What passes to the partnership are the profits and the use of the same.
Article 1782. Persons who are prohibited from giving each other
any donation or advantage cannot enter into universal
partnership. (1677)
Effect of Article 1782: The partnership is rendered null and void and such
nullity may be raised anytime.
Examples of persons who cannot donate to each other (Art. 87 of the
Family Code):
1. Legally married spouses (except for a particular partnership for the
practice of profession);
2. Persons living together as husband and wife without a valid
marriage;
3. Persons who are guilty of adultery or concubinage at the time of the
donation;
4. Persons found guilty of the same criminal offense, in consideration
thereof;
5. A person or persons and a public officer or his wife, descendants
and ascendants, by reason of his office.
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Article 1783. A particular partnership has for its object
determinate things, their use or fruits, or a specific undertaking,
or the exercise of a profession or vocation. (1678)
A particular partnership has for its object determinate things, their use or
fruits, or specific undertaking, or the exercise of a profession or vocation.
Take Note: if the partnership is universal, a husband and wife cannot
enter into such contract. However, if it is a particular partnership, they
may do so.
QUESTIONS TO PONDER
1. What is a partnership?
2. What distinguishes a partnership from other contracts?
3. What are the essential requisites of a partnership?
4. What is the doctrine of delectus personae?
LEARNING ACTIVITIES
Read and digest the following jurisprudence. Focus on the issues related to
our topics.
1. Heirs of Jose Lim vs. Lim, G.R. No. 172690, March 3, 2010
2. Ortega, et al. vs. CA, G.R. No. 109248, July 3, 1995
3. Guy vs. Atty. Glenn Gacott, G.R. No. 206147, January 13, 2016
SELF-TEST
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1. What are the key points in the module?
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2. Based on your readings, how can you apply the content from this module
to your daily life?
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5. How can the learnings in this module improve your role in your school,
family, and community?
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POST TEST
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Answer the following questions and explain briefly.
REFERENCES
1. Partnership, Revised Corporation, Cooperative Law by Atty. Andrix D.
Domingo (2021)
2. Lecture Notes on Partnership by Atty. Enrique Dela Cruz (2017)
3. Questions and Answers on the Revised Corporation Code by Dean Nilo
T. Divina (2020)
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APPENDIX: COURSE MATERIAL EVALUATION
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