...themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profits among themselves. Two or more persons may also form a partnership for the exercise of a profession. (1665a). y NOMINATE There is a name given by the law Contract of Partnership: CONSENSUAL (meaning it is perfected by both parties) y PERSONS Includes not only natural persons but also JURIDICAL persons. A corporation may NOT be a partner but it may engage in JOINT VENTURES. y BIND THEMSELVES Must be capable and competent, meaning, the following may are not included: 1. Minors 2. Emancipated Minors 3. Those under civil interdiction ± accessory penalty of being convicted of crimes 4. Insane persons 5. Incompetent persons (see oblicon notes) HOWEVER, if the person is only a SUSPECT, he may still bind himself into a contract since there is no final verdict yet. y TO CONTRIBUTE MONEY, PROPERTY OR INDUSTRY Makes the contract onerous since this is MUTAL and ALL must give either one of the above Examples: 1. A and B create a partnership with a promise of contributing P10,000 each in cash. A gave his share while B gave a check worth P10,000. Is the issuance a contribution of money? No, unless the check is encashed. 2. Considering the same information above but with B contributing P10,000 in equivalent dollars. No, the contribution must be made using the legal tender, in this case, Philippine pesos. Property contributed may be movable, immovable...
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...Page 1 of 19 PARTNERSHIP It is a CONTRACT whereby two or more persons (1) bind themselves to CONTRIBUTE money, property, or industry to a COMMON FUND (2) with the intention of dividing the PROFITS among themselves or in order to EXERCISE a PROFESSION a STATUS and a FIDUCIARY RELATION subsisting between persons carrying on a business in common with a view on profit CHARACTERISTICS OF THE CONTRACT OF PARTNERSHIP [C, C, L, I, AS, NP] 1. CONSENSUAL perfected by mere consent 2. CONTRIBUTION of money, property or industry to a COMMON FUND 3. object must be a LAWFUL one 4. INTENTION of DIVIDING the PROFIT among the PARTNERS 5. “AFFECTIO SOCIETATIS” the desire to formulate an ACTIVE UNION, with people among whom there exist a mutual CONFIDENCE and TRUSTS 6. NEW PERSONALITY the object must be for profit and not merely for the common enjoyment otherwise only a co-ownership has been formed. HOWEVER, pecuniary profit need not be the only aim, it is enough that it is the principal purpose BUSINESS TRUSTS when certain persons entrust their property or money to others who will manage the same for the former RULES ON CAPACITY TO BECOME A PARTNER 1. a person capacitated to enter into contractual relations may become a partner 2. an UNEMANCIPATED MINOR CANNOT become a partner UNLESS his parent or guardian consents 3. a MARRIED WOMAN, cannot contribute conjugal funds as her contribution to the partnership UNLESS she is permitted to do so by her husband...
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...PARTNERSHIP ( It is a CONTRACT whereby two or more persons (1) bind themselves to CONTRIBUTE money, property, or industry to a COMMON FUND (2) with the intention of dividing the PROFITS among themselves or in order to EXERCISE a PROFESSION ( a STATUS and a FIDUCIARY RELATION subsisting between persons carrying on a business in common with a view on profit CHARACTERISTICS OF THE CONTRACT OF PARTNERSHIP [C, C, L, I, AS, NP] 1. CONSENSUAL ( perfected by mere consent 2. CONTRIBUTION of money, property or industry to a COMMON FUND 3. object must be a LAWFUL one 4. INTENTION of DIVIDING the PROFIT among the PARTNERS 5. “AFFECTIO SOCIETATIS” ( the desire to formulate an ACTIVE UNION, with people among whom there exist a mutual CONFIDENCE and TRUSTS 6. NEW PERSONALITY ( the object must be for profit and not merely for the common enjoyment otherwise only a co-ownership has been formed. HOWEVER, pecuniary profit need not be the only aim, it is enough that it is the principal purpose BUSINESS TRUSTS ( when certain persons entrust their property or money to others who will manage the same for the former RULES ON CAPACITY TO BECOME A PARTNER 1. a person capacitated to enter into contractual relations may become a partner 2. an UNEMANCIPATED MINOR CANNOT become a partner UNLESS his parent or guardian consents 3. a MARRIED WOMAN, cannot contribute conjugal funds as her contribution to the partnership UNLESS...
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...partnership. 3. Postponement of rights of person lending or selling in consideration of share of profits in case of 1. insolvency. 4. Meaning of firm. Relations of Partners to persons dealing with them. 5. Power of partner to bind the firm. 6. Partners bound by acts on behalf of firm. 7. Partner using credit of firm for private purposes. 8. Effect of notice that firm will not be bound by acts of partner. 9. Liability of partners. 10. Liability of the firm for wrongs. 11. Misapplication of money or property received for or in custody of the firm. 12. Liability for wrongs joint and several. 13. Improper employment of trust-property for partnership purposes. 14. Persons liable by "holding out." 15. Admissions and representations of partners. 16. Notice to acting partner to be notice to the firm. 17. Liabilities of incoming and outgoing partners. 18. Revocation of continuing guaranty by change in firm. 19. 20. 21. 22. 23. Relations of Partners to one another. Variation by consent of terms of partnership. Partnership property. Property bought with partnership money. Conversion into personal estate of land held as partnership property. Procedure against partnership property for a partner's separate judgment debt. A.D. 1890. [CH. 39.] Partnership Act, 1890. [53 & 54 VICT.] Section. A.D. 1890. 24. Rules as to interests and duties of partners subject to special agreement. 25. Expulsion of partner. 26. Retirement from partnership...
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...Part 1 Business Enterprises in China 1.0 Introduction 2.0 Proprietorships 3.0 Partnerships 4.0 Corporates 1.0 Introduction In the People’s Republic of China, business organizations may be classified in to three main classes: individual proprietorships, partnerships, and corporations. The laws that effect these forms of business enterprises are diverse. There is no single code or statute that governs the PRC law of business enterprises. According to the sources of capital, there are domestic capital enterprises which are regulated by Sole Proprietorship Enterprise Law of the People's Republic of China , Partnership Business Law of the People's Republic of China, and Company Law of the People's Republic of China and foreign capital enterprises which are regulated by The Measures for Administration of the Establishment of the Partnership by Foreign Enterprises or Individuals within the Territory of China, Law of the People’s Republic of China on Chinese-Foreign Con-Tractual Joint Venture, Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures, and Law of the People’s Republic of China on Foreign – Capital Enterprises. The relevant laws are the Security Law , the Fair Competition Law and the Antitrust Law. 2.0 Proprietorships 2.1What is a sole proprietorship enterprise A sole proprietorship enterprise means a business entity established within China with its capital contributed by one individual and its assts owned personally by the sole proprietor...
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...Contract between the partners, the provisions of clause (a) of S.16 shall apply to transactions by any surviving partner or by the representatives of a deceased partner, undertaken after the firm is dissolved on account of the death of a partner and before its affairs have been completely wound up: Provided that where any partner or his representative has bought the goodwill of the firm, nothing in this section shall affect his right to use the first name. Profits by partner after dissolution and before winding up- Where a partner, after dissolution and before the affairs of the partnership are wound up, derives any profit for himself from any transaction of the firm, or from the use of the property or business connection of the firm or the firm name, he shall account for that profit and pay his share to the surviving partner or the representative of the deceased partner. But if a partner carries on another business of a similar nature, this section would not apply. For example, A and B carry on business in partnership. The firm holds leasehold for the purposes of the business. A dies. Before the affairs of the firm are completely wound up, the lease expires and B renews it. The renewed lease is partnership property. Dissolution of firm does not put an end to rights accrued during existence of partnership.- Mere execution of deed of dissolution did not discharge the parties thereto from their rights and liabilities. The rights and liabilities of the partners in respect of the...
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...the authority of the same, as follows: Part 1 – Preliminary 1A Name of Act This Act may be cited as the Partnership Act 1892. 1B Interpretation (1) In this Act:"business" includes trade, occupation and profession."Court" means the court having jurisdiction in the case concerned."general partner" is defined in section 49."incorporated limited partnership" is defined in section 49."limited partner" is defined in section 49."limited partnership" is defined in section 49. (2) In this Act, a reference, in relation to an incorporated limited partnership, to the partnership or the firm is a reference to the incorporated limited partnership as a separate legal entity and not to the partners in that partnership. (3) Notes included in this Act do not form part of this Act. 1C Application of laws of partnership to incorporated limited partnerships Except as provided (whether expressly or by necessary implication) by this Act or any other enactment, the law relating to partnership does not apply to or in respect of an incorporated limited partnership, the partners in an incorporated limited partnership or to the relationship between an incorporated limited partnership and its partners. Part 2 – Partnerships generally Division 1 – Nature of partnership 1 Definition of partnership (1) Partnership is the relation which exists between persons carrying on a business in common with a view of profit and includes an incorporated limited partnership. (2) But the relation between...
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...possible: all partners might share liabilities and profits equally, or some partners may have limited liability. Not every partner is necessarily involved in the management and day-to-day operations of the venture. In some jurisdictions, partnerships enjoy favourable tax treatment relative to corporations. http://www.investopedia.com/terms/p/partnership.asp#ixzz49Y975kkP Types of Partnership A partnership is a business owned by two or more people. In most forms of partnerships, each partner has unlimited liability for the debts incurred by the business. The three typical classifications of for-profit partnerships are general partnerships, limited partnerships, and limited liability partnerships. 1. General Partnership: Partners divide responsibility for management and liability as well as the shares of profit or loss according to their internal agreement. Equal shares are assumed unless there is a written agreement that states differently. A general partnership involves two or more owners carrying out a business purpose. General partners share equal rights and responsibilities in connection with management of the business, and any individual partner can bind the entire group to a legal obligation. Each individual partner assumes full responsibility for all of the business's debts and obligations. Although such personal liability is daunting, it comes with a tax advantage: partnership profits are not taxed to the business, but pass through to the partners, who include...
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...unavailable to same-sex couples. Moreover, outdated intestacy statutes fail to recognize the close family bond between same-sex partners. Moreover, most intestacy laws discriminate against same-sex couples in that gay or lesbian relationships are generally considered invalid for the purposes of distributing the estate of a deceased partner who dies without a will. Accordingly, in order to reap inheritance and tax benefits that are automatically afforded to traditional married couples, these same-sex couples must rely on extensive and creative legal planning. There are several tools that provide solutions to this issue. Contract based estate planning techniques are the most commonly used tools for distributing a decedent’s property at death. Though the following planning mechanisms provide certain advantages, they are also accompanied by various disadvantages. II. Wills A will is an instrument by which a person directs dispositions of property to take effect upon death. It is the only document that allows a decedent’s probate assets to pass testate to persons of his or her choosing as opposed to passing via the strict laws of intestacy, under which the surviving partner would receive nothing. Even in the presence of strategies used to avoid probate such as intervivos trusts, wills are an essential precautionary measure to demonstrate the intent to pass property outside of probate, to demonstrate the intent to dispose of personal effects, or “in the event of forgotten or unanticipated...
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...8/6/2014 Print Property: Personal, Intellectual, and Real Learning Objectives 11 After studying this chapter, you will be able to: 1. Distinguish between personal, intellectual, and real property. 2. Explain how personal property is acquired. 3. Discuss the definition and significance of bailments. 4. Define different types of tenancies in real property. 5. Discuss the concept of eminent domain. Ryan McVay/Photodisc/Thinkstock The concept of property and ownership is one that has long been important in both society in general and law in particular. English philosopher and political theorist John Locke saw it as "the reason why men enter into society," and Walter Lippmann, the American journalist, described it as "the only dependable foundation of personal liberty." Some have gone so far as to say that the main reason for law is to protect property rights. Even if one does not subscribe to such a narrow purpose, there is no doubt that the law is much concerned with property and rights of ownership. Property can be defined as the right of an individual to exclusively possess, use, and dispose of anything that is capable of being owned. Broadly speaking, property can be divided into three separate types: personal property, intellectual property, and real property. Personal property is characterized by its portable nature; it can be carried from place to place. Furthermore, personal property can be either tangible or intangible. Tangible personal property encompasses ownership...
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...partnerships must be registered with the state. Tax law says the partnership is a reporting entity, but not a taxable entity because there is no taxation at the level of the partnership. The profits are taxed at the end of the partners’ fiscal year. The report file sent to the IRS is to ensure the IRS knows how much income each partner will file with the IRS. It just tells the IRS how the income generated from the partnership was distributed to each partner. Types of Partnerships General: all partners are general partners and have unlimited liabilities. It does not matter if one of the partners did not commit the business transaction, tort, or malpractice. Ex: acquires loan and the loan and cannot the paid back. The creditor has the right to go after any or all the partners. As a partner, one must make sure who is taking out loans for the GP and if it can be repaid because anyone is liable for the loan. However, one partner can go after the other partner for reimbursement. The creditor can go after the GP in any way to collect. If one has 50 and other has 30 and you need 70, the creditor can attack the GP in any way to collect all its money. Limited: it is composed of at least one general partner and one limited partner. The limited partners cannot participate in the management and their liability is limited to their investments into the partnership....
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...retroactive effect, unless the contrary is provided. (3) Article 5. Acts executed against the provisions of mandatory or prohibitory laws shall be void, except when the law itself authorizes their validity. (4a) Article 6. Rights may be waived, unless the waiver is contrary to law, public order, public policy, morals, or good customs, or prejudicial to a third person with a right recognized by law. (4a) Article 7. Laws are repealed only by subsequent ones, and their violation or non-observance shall not be excused by disuse, or custom or practice to the contrary. When the courts declared a law to be inconsistent with the Constitution, the former shall be void and the latter shall govern. Administrative or executive acts, orders and regulations shall be valid only when they are not contrary to the laws or the Constitution. (5a) Article 8. Judicial decisions applying or interpreting the laws or the Constitution shall form a part of the legal system of the Philippines. (n) Article 9. No judge or court shall decline to render judgment by reason of the silence, obscurity or insufficiency of the laws. (6) Article 10. In case of doubt in the interpretation or application of laws, it is presumed that the lawmaking body intended right and justice to prevail. (n) Article 11....
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...themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profit among themselves. Two or more persons may form a partnership for the exercise of a profession civil Code of the Philippines, article 1767). An association of two or more persons to carry on, as co-owners, a business for profit (Uniform Partnership Act, section 6). Partnerships resemble sole proprietorships, except that there are two or more owners of the business. Each owner is called a partner. Partnerships are often formed to bring together various talents and knowledge or to bring needed capital into a business. Partnerships are generally associated with the practice of law, public accounting, medicine and other professions. Partnerships of this nature are called general professional partnerships. On the other hand, service industries, retail trade, wholesale and manufacturing enterprises may also be organized as partnerships. CHARACTERISTICS OF PARTNERSHIPS The characteristics of partnerships are different from the sole proprietorships already studied in basic accounting. Some of the more important characteristics are as follows: Mutual Contribution.There cannot be a partnership without contribution of money. Property or industry (i.e. work or services which may either be personal manual efforts or intellectual) to a common fund. Division of Profits and Losses.The essence of partnership is that each partner must share in the profits...
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...Indian Contract Act 1872 5. Indian Partnership Act 1932 6. The Companies Act 1956 7. Consumer Protection Act 1986 8. Banking Ombudsman Act 2006 9. Transfer of property Act 1882 10. Foreign Exchange Management Act 1999 11. Indian Stamp Act 1899 12. Code of Civil Procedure 1908 13. Banker’s book Evidence Act 1891 14. Information Technology Act 2000 15. Right to Information Act 2005 16. Recovery of Debt Due to Banks And Financial Institutions Act 1993 (DRT Act) 17. Securitisation & Reconstruction of Financial Assets and Enforcement of Security interest Act 2002 (SARFAESI Act 2002) Indian Contract Act 1872 Who is competent to contract – Sec 11 Every person is competent to contract who is of the age of majority according to the law to which he is subject and who is of sound mind and is not disqualified from contracting by any law to which he is a Subject A minor is a person who has not attained majority. According to Sec 3 of Indian Majority Act 1875, a minor is a person who has not completed 18 years of age. Where a guardian has been appointed by court (for minor’s person or property or both) , the minor attains majority on completion of 21 years. A contract with a minor is void ab-initio (Right from inception) Contract with a minor is void but minor’s discharge on cheque having received money by him is valid. Hence, Banks open deposit accounts in the name of the minor in...
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...governed by the penal laws, subject to the provisions of Article 2177, and of the pertinent provisions of Chapter 2, Preliminary Title, on Human Relations, and of Title XVIII of this Book, regulating damages. (1092a) Art. 1162. Obligations derived from quasi-delicts shall be governed by the provisions of Chapter 2, Title XVII of this Book, and by special laws. (1093a) CHAPTER 2 NATURE AND EFFECT OF OBLIGATIONS Art. 1163. Every person obliged to give something is also obliged to take care of it with the proper diligence of a good father of a family, unless the law or the stipulation of the parties requires another standard of care. (1094a) Art. 1164. The creditor has a right to the fruits of the thing from the time the obligation to deliver it arises. However, he shall acquire no real right over it until the same has been delivered to him. (1095) Art. 1165. When what is to be...
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