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Chapter+2A+ +partnerships

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14 views22 pages

Chapter+2A+ +partnerships

Uploaded by

Zia Nuestro
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
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PARTNERSHIPS

AND
CORPORATIONS
Revised Corporation Code 2019
Atty. Amado R. Villegas, Jr.
FEU / Bats CPAR
All rights reserved
Partnerships and Corporations ARV

OBLIGATIONS
OF THE PARTNERS
(1784 – 1809)
Partnerships and Corporations ARV

When does a partnership begin?


Exception –

Continuation of partnership beyond fixed


term
- presumption
- rights and duties of partners in a partnership at will
Partnerships and Corporations ARV

Obligations with respect to contribution of


property
 contribute the money, property or industry
 answer for eviction
 answer for the fruits
 preserve the property with diligence of good
father of a family
 indemnify for any damage
Partnerships and Corporations ARV

Effect of failure to contribute –


automatically a debtor of the partnership
no demand is required

Remedy of the partners – Action for Specific


Performance with damages
Partnerships and Corporations ARV

Inventory v. Appraisal

What kind of property?


Effect of non-compliance?
Who will determine/comply?

In a corporation, is inventory required?


Who will determine the valuation of the property if
it is used for a consideration? (2)
Partnerships and Corporations ARV

Obligations with respect to contribution of money


and money converted for personal use
 contribute on the date due what he promised
 reimburse the money taken from partnership
coffers
 pay the agreed or legal interest
 indemnify the partnership for damages
Partnerships and Corporations ARV

Industrial Partner v. Capitalist Partner


Business
Same

Different ALLOWED

Exception – express permission - stipulation


Effect of Violation
- exclusion - bring to common fund
- availment of benefits - bear losses alone
with rt to damages
Partnerships and Corporations ARV

GR – Partners contribute equally


Exception - stipulation

Obligations of the partner to contribute additional capital


GR – imminent loss to the business of the partnership
Exceptions –
(1) not applicable to IP
(2) stipulation of no additional contribution
(3) partner is insolvent
Partnerships and Corporations ARV

Obligation of MP who collects debt


GR – IF RECEIPT in the name of –
MP - PROPORTIONATELY
partnership - fully applied to partnership credit

Exceptions –
(1) NOT the managing partner
(2) NOT yet due
(3) personal credit more onerous to him
Partnerships and Corporations ARV

Obligation of Partner who receives share of


the partnership credit

If the debtor should later become insolvent,


BRING to the partnership capital what
he received even though he may have
given receipt for his share only
Partnerships and Corporations ARV

Compensation of damages with profits


earned for partnership by guilty partner
– NOT allowed
Exception – if unusual profits have been realized,
court may equitably lessen
Partnerships and Corporations ARV

Risk of loss of things contributed –


What is transferred to the partnership?
OWNERSHIP or USE
When was it lost?
BEFORE OR AFTER DELIVERY
What kind of thing was lost?
GENERIC or SPECIFIC
Partnerships and Corporations ARV

Responsibility of partnership to the partners


 refund amounts disbursed by him in behalf of the
partnership
 answer for obligations contracted in good faith in the
interest of the partnership
 answer for risks in consequence of its management
Partnerships and Corporations ARV

Distribution of Profits and Losses


Profits – stipulation, if none, capital contribution
Losses – stipulation, if none, profit sharing
agreement, if none, capital contribution

Share of the IP
Profits – stipulation, if none, what is just and
equitable
Losses – NOT liable
Partnerships and Corporations ARV

Can a TP decide the profit and loss sharing of the


partners?
GR – NO, parties should
Exception – agreement of the partners to give TP

If agreed upon, can the partners question the


decision of the TP?
GR – NO, decision is binding on them
Exception – MANIFESTLY INEQUITABLE
E-E – NO 1. decision has been executed
2. three month period expired
Partnerships and Corporations ARV

Can a stipulation exclude one of the


partners from profit or loss sharing?
When did they agree? BEFORE or AFTER the creation
of the partnership

Can one of the partners decide the profit


and loss sharing?
Can the IP be made liable for losses?
Is the IP liable for contractual liability?
Partnerships and Corporations ARV

Can the MP be removed?


It depends when he was appointed.
If appointed in the Arts of Partnership –
IRREVOCABLE, except for a just and lawful
cause and the vote of the majority of the
controlling interest.
If appointed after the creation of the partnership,
it is REVOCABLE.
Partnerships and Corporations ARV

Powers of two or more MPs whose respective


duties are unspecified
GR – any MP can perform
Exception – in case of tie, majority of MP
Exception to the exception – in case of tie, vote of the
controlling interest
Where unanimity of action stipulated
GR – consent of ALL MP
Exception – imminent danger of grave or irreparable
injury to the partnership
Partnerships and Corporations ARV

GR – Every partner is an agent of the


partnership (Acts of Administration)

Acts of Ownership / Acts of Strict Dominion


/ Alteration – consent of ALL of the
partners
Partnerships and Corporations ARV

Sub-Partner v. Substituted Limited Partner

Rt. to Inspect v. Rt. To Demand Formal


Accounting (4 exceptions)

Fiduciary relationship
THANK YOU
GOD BLESS
Atty. Amado R. Villegas, Jr.
Professor 1, Far Eastern University
Bats CPAR Reviewer
CTDI Reviewer
PRIA Reviewer

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