Chapter 1- General Provisions b.

As wages of an employee or rent to

a landlord;
Art. 1767. By the contract of partnership, two or c. As an annuity to a widow or
more persons bind themselves to contribute representative of a deceased
money, property, or industry to a common partner;
fund, with the intention of dividing the profits d. As an interest on a loan, though the
among themselves. amount of payment vary with the
Two or more persons may also form a profits of the business;
partnership for the exercise of profession. e. As the consideration for the sale of
a goodwill of a business or other
Art 1768. The partnership has a judicial property by installments or
personality, separate and distinct from that of otherwise
each of the partners, even in case of failure to
comply with the requirements of Article 1772, Art 1770. A partnership must have a
first paragraph. lawful objet or purpose, and must be
established for the common benefit or
Art. 1679. In determining whether a partnership interest of the partners.
exists, these rules shall apply:
When an unlawful partnership is
1. Except as provided by Article 1825, dissolved by a judicial decree, the
persons who are not partners as to each profits shall be confiscated in favor of
other is not partners as to third the State, without prejudice to the
persons; provisions of the Penal Code governing
2. Co-ownership or co-possession does the confiscation of the instruments and
not of itself establish a partnership, effects of a crime.
whether such co-owners or co-
possessors do or do not share any Art. 1771. A partnership may be
profits made by the use of the property. constituted in any form, except where
3. The sharing of gross returns does not of immovable property or real rights are
itself establish a partnership, whether contributed thereto, in which case a
or not the persons sharing them have a public instrument shall be necessary.
joint or common right or interest in any Art 1772. Every contract of partnership
property from which the returns are having a capital of three thousand
derived; pesos or more, in money or property,
4. The receipts by a person of a share of shall appear in a public instrument,
the profits of a business is prima facie which must be recorded in the Office of
evidence that he is a partner in the the Securities and Exchange
business, but no such inference shall be Commission.
drawn if such profits were received in
payment: Failure to comply with the
a. As a debt by installments or requirements of the preceding
otherwise; paragraph shall not affect the liability of
the partnership and the members Art. 1779. In a universal partnership of
thereof to third persons. all present property, the property which
actually belongs to each of the partners
Art 1773. A contract of partnership is at the time of the constitution of the
void, whenever immovable property is partnership, becomes the common
contributed thereto, if an inventory of property of all the partners, as well as
said property is not made, signed by the all the profits which they may acquire
parties, and attached to the public therewith.
instrument.
A stipulation for the common
Art 1774. Any immovable property or enjoyment of any other profits may also
an interest therein may be acquired in be made; but the property which the
the partnership name. Title so acquired partners may acquire subsequently by
can be conveyed only in the partnership inheritance, legacy, or donation cannot
name. be included in such stipulation, except
Art 1775. Associations and societies, the fruits thereof.
whose articles are kept secret among Art. 1780. A universal partnership of
the members, and wherein any one of profits comprises all that the partners
the members may contract in his own may acquire by their industry or work
name with third persons, shall have no during the existence of the partnership.
juridical personality, and shall be
governed by the provisions relating to Movable or immovable property which
co-ownership. each of the partners may possess at the
time of the celebration of the contract
Art. 1776. As to its object, a partnership shall continue to pertain exclusively to
is either universal or particular. As each, only the usufruct passing to the
regards the liability of the partners, a partnership.
partnership may be general or limited.
Art. 1781. Articles of universal
Art. 1777. A universal partnership may partnership, entered into without the
refer to all the present property or to all specification of its nature, only
the profits. constitute a universal partnership of
Art. 1778. A partnership of all present profits.
property is that in which the partners Art. 1782. Persons who are prohibited
contribute all the property which from giving each other any donation or
actually belongs to them to a common advantage cannot enter into universal
fund, with the intention of dividing the partnership.
same among themselves, as well as all
the profits which they may acquire Art 1783. A particular partnership has
therewith. its object determinate things, their use
or fruits, or specific undertaking, or the
exercise of profession or vocation.
 Chapter 2- Obligations of the partners Art 1785. When a partnership for a fixed term
or particular undertaking is continued after the
1. As to contribution termination of such term or particular
a. Capitalist partners undertaking without any express agreement,
b. Industrial partners the rights and duties of the partners remain the
c. Capitalist-industrial same as they were at such termination, so far as
2. As to liability is consistent with a partnership at will.
a. General partners
b. Limited partners A continuation of the business by the partners
3. As to management or such of them as habitually acted therein
a. Managing partners during the term, without any settlement or
b. Silent partners liquidation of the partnership affairs, is a prima
c. Liquidating partners facie evidence of the continuation of the
4. As to third persons partnership.
a. Ostensible
b. Secret
c. Dormant
5. As to membership
a. Real
b. Partners by Estoppel
6. As to continuation of the business
affairs after dissolution
a. Continuing
b. Discontinuing
7. As to nature of membership
a. Original
b. Incoming
c. Retiring
8. As to state of survivorship
a. Surviving
b. Deceased
9. As to the effect of expulsion
a. Expelled partners
b. Expelling
10. As to the value of the contribution
a. Majority
b. Nominal

Art 1784. A partnership begins from the

moment of the execution of the contract, unless
it is otherwise stipulated.