rticle 1772.

Every contract of partnership having a capital of three thousand pesos or more, in money or property,
shall appear in a public instrument, which must be recorded in the Office of the Securities and Exchange
Commission. Failure to comply with the requirements of the preceding paragraph shall not affect the liability of
the partnership and the members thereof to third persons.

(n) EFFECT OF FAILURE TO REGISTER: Partnerships with a capital of less than P3,000.00 because the article requires
only those with capital of P3,000.00 or more to register with the SEC. But the mere failure to register the contract
of partnership does not invalidate the same as among the partners, so long as the contract has the essential
requisites, because the main purpose of registration is to give notice to the 3rdparties, and it can be assumed that
the members know the contents of the contract.

Their failure to register does not affect the liability of the partnership and the members to 3rdpersons. Also, the
partnership still has juridical personality even if it fails to register. Article 1773. A contract of partnership is void,
whenever immovable property is contributed thereto, if an inventory of said property is not made, signed by the
parties, and attached to the public instrument. (1668a) EFFECT OF OMISSION: The execution of the public
instrument would be useless if there is no inventory of the property contributed, because without its designation
and description, they cannot be subject to inscription in the Registry of Property, and their contribution cannot
prejudice third persons. The contract is declared void by law when no such inventory is made. ORAL CONTRACT OF
PARTNERSHIP: An oral contract of partnership is void if immovable property is contributed to the partnership.
Being void, the partners cannot invoke Article 1357 to compel the others to execute the articles of partnership
(Pineda, 2006): Article 1357. If the law requires a document or other special form, as in the acts and contracts
enumerated in the following article, the contracting parties may compel each other to observe that form, once the
contract has been perfected. This right may be exercised simultaneously with the action upon the contract. (1279a)
Article 1774. Any immovable property or an interest therein may be acquired in the partnership name. Title so
acquired can be conveyed only in the partnership name. (n) ACQUISITION UNDET PARTNERSHIP NAME: All
property of whatever nature contributed to the partnership becomes the property of such partnership. Such
property acquired by the firm may be conveyed only in the partnership name (Pineda, 2006). NOTE: The present
article will not apply if the firm has no name. In case of conveyance, it must be in the name of the partner/s
(Pineda, 2006).