Partnership

Table of contents
Topic Page
Partnership, concept 636
Characteristics of a contract of partnership 636
Essential Requisites of partnership 636
Form of a partnership contract 637
Who may become partners 639
Rules to determine whether a partnership exists 639
Kinds of partnership 640
Kinds of partners 649
Rules on division of profit or loss 651
Designation of share in the profits and losses by a third person or by a partner 657
Rules of management 657
Rights of partner to engage in business 661
Rules on sharing of partnership liabilities to third persons 663
Requirement to operate under a firm name 665
Obligations of partners 665
Rights of partners 668
Application of payment when a person owes separate demandable debts to 671
partner/partnership
Obligations of the partnership to the partners 672
Obligations of partnership for wrongful act/s of partner/s 672
Liability of partnership to third persons for acts of partners 673
Rules on conveyance of real property by a partner or the partners 675
Effect of admission or representation of a partner 678
Effect of notice to and knowledge of a partner 678
Preference of partnership creditors in partnership assets over private creditor of a partner 679
Dissolution and winding up 680
Causes of dissolution 680
Effect of dissolution on authority of partner 682
When authority of a partner to enter into new transaction is terminated among the partners 683
When authority of a partner to enter into new transaction is not terminated among the 683
partners
When the act of a partner after dissolution binds the partnership 684
When the act of a partner after dissolution does not bind the partnership 685
Summary of rules on liability of the partners and the partnership for acts of a partner after 686
dissolution
Rules on existing liability of a partner upon dissolution 688
Who may wind up partnership affairs 689
Application of partnership property and other rights of partners on dissolution 690
Rescission of partnership contract 691
Liquidation of dissolved partnership (Order of payment) 692
When liabilities of dissolved partnership are also liabilities of person/s continuing business 693
Rights of a legal partner who retires or the legal representative of deceased partner 694
Preference of partnership creditors 694
Right to accounting 695
Limited Partnership 695
Requirements for formation 695
Liability for false statement 697
Admission of additional limited partners after formation 697
Rights and liabilities of a general partner in a limited partnership 697
Obligations of a limited partner 698
Rights of a limited partner 700
Status of a person who contributed to the partnership erroneously believing he is a ltd partner 701
General-limited partner 701
Return of a limited partner’s contribution 701
Assignment of a limited partner’s interest 703
Retirement, death, civil interdiction, insanity, insolvency of a partner 704
Rights of executor/administrator on the death of a limited partner 705
Charging of a limited partner’s interest 705
Order of payment of liabilities 705
Cancellation or amendment of certificate 706
Requirements for amendment of certificate 707
Requirements for cancellation of certificate 707
Limited partner, not a proper party to proceedings 707