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ACCTBA2 NOTES 15 January 2013 I.

. DEFINITION OF PARTNERSHIP Two or more persons bind themselves to contribute money, property or industry with the intention of dividing profits among themselves II. CHARACTERISTICS Mutual agency Unlimited liabilities o Not able to pay debts = acquisition of property Limited life o Partner added/withdrew = partnership is dissolved Mutual participation in profits Legal entity Co-ownership of property Income tax o 32%, except for general professional partnership III. ADVANTAGES Easy and inexpensive to operate Closer supervision of activities Easy credit due to unlimited liabilities Personal element is retained Combined personal liabilities of partners = easy access to capital IV. DISADVANTAGES Unlimited liabilities deters capitalist to invest Wrongful acts of a partner may subject others to personal liabilities Can easily dissolve, as it is less stable Divided authority Dissension and disagreement V. KINDS OF PARTNERSHIP As to activity o Trading o Non-trading As to object o Universal partnership of all properties o Universal partnership of all profits o Particular partnership As to liability of partners o General partnership Majority = unlimited liabilities o Limited partnership Majority = limited liabilities As to duration o Partnership at will o Partnership with fixed term As to existence o Ordinary partnership o Partnership by estoppel As to legality o De jure partnership Complied with requirements establishment o De facto partnership Failed to comply with requirements As to publicity o Secret o Open VI. CLASSES OF PARTNERS As to contribution o Capitalist Contributes money or property

Industrial Contributes industry, labor or skill o Industrial-Capitalist As to liability o General partner o Limited partner As to management o Managing partner o Silent partner Does not participate Other types of partners o Liquidating partner If company liquidates, the liquidating partner will supervise the process o Nominal partner Only partner by name; protects real partner o Secret partner Active in management, but not known as a partner o Ostensible partner Active in management, known as a partner o Dormant partner Both a secret and a silent partner Not active in management o

VI. ARTICLES OF CO-PARTNERSHIP Name of partnership Name and addresses of partners, classes of partners Effective date of contract Purpose/s and principal place of business Rights and duties of each partner Manner of dividing profits and losses including allowances and interest Conditions under which a partner may withdraw money/other assets for personal use Manner of keeping books of accounts Causes for dissolution Provision of the arbitration in settling disputes

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