Title IX Partnership CODAL

Flashcards summarizing the key provisions and obligations regarding partnership as outlined in Title IX.

By the contract of partnership, two or more persons bind themselves to contribute money, property, or __ to a common fund.

industry

The partnership has a juridical personality __ and distinct from that of each of the partners.

separate

Except as provided by article 1825, persons who are not partners as to each other are __ as to third persons.

not partners

Co-ownership does not of itself establish a __, whether such co-owners share any profits or not.

partnership

The receipt by a person of a share of the profits of a business is __ evidence that he is a partner.

prima facie

A partnership must have a __ or purpose and must be established for the common benefit or interest of the partners.

lawful object

Failure to comply with the requirements of article 1772 does not affect the __ of the partnership.

liability

A __ partnership may refer to all the present property or profits.

universal

In a universal partnership of all present property, the property which belonged to each of the partners at the time of the __ becomes the common property of all the partners.

constitution

A universal partnership of profits comprises all that the partners may acquire by their __ or work.

industry

A particular partnership has for its object __ things, their use or fruits, or a specific undertaking.

determinate

A partnership begins from the moment of the __ of the contract, unless stipulated otherwise.

execution

When a partnership for a fixed term is continued without an express agreement, the rights and duties of the partners remain the __ as they were at termination.

same

Every partner is a debtor of the partnership for whatever he may have __ to contribute.

promised

A partner who has undertaken to contribute a sum of money and fails to do so becomes a debtor for the __ and damages.

interest

An industrial partner cannot engage in business for himself unless the partnership expressly __ him to do so.

permits

Unless there is a stipulation to the contrary, partners shall contribute __ shares to the capital.

equal

If a partner refuses to contribute an additional share to avoid imminent loss, he shall be obliged to __ his interest to the other partners.

sell

If a partner authorized to manage collects a demandable sum from a person who owed the partnership, the sum shall be applied to both __ in proportion to their amounts.

credits

Every partner is responsible for __ suffered by the partnership through his fault.

damages

The risk of specific and determinate things contributed to the partnership shall be borne by the __ who owns them.

partner

The partnership shall be responsible to every partner for the amounts he may have disbursed on behalf of the partnership and for the corresponding __.

interest

The losses and profits shall be distributed in conformity with the __.

agreement

If the partners have agreed to intrust to a third person the designation of shares in profits and losses, such designation may be __ only if it is manifestly inequitable.

impugned

A stipulation which excludes one or more partners from any share in the profits or losses is __.

void

The partner who has been appointed manager may execute all acts of __ despite opposition from his partners.

administration

If two or more partners are intrusted with management without specification of their duties, each one may separately execute all acts of __.

administration

When the manner of management has not been agreed upon, all partners shall be considered __.

agents

Every partner may associate another person with him in his share, but the associate shall not be admitted to the __ without the consent of all other partners.

partnership

The partnership books shall be kept at the __ place of business of the partnership.

principal

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal of any deceased partner.

representative

Every partner must account to the partnership for any __ derived by him without the consent of the other partners.

benefit

A capitalist partner cannot engage for his own account in any operation which is of the kind of business in which the partnership is __.

engaged

The property rights of a partner include his rights in specific partnership property, his interest in the partnership, and his right to participate in __.

management

A partner is co-owner of __ partnership property.

specific

A partner's right in specific partnership property is not __ except in connection with the assignment of rights of all the partners in the same property.

assignable

A partner’s right in specific partnership property is not subject to __ or execution, except on a claim against the partnership.

attachment

A partner’s interest in the partnership is his share of the __ and surplus.

profits

A conveyance by a partner of his whole interest in the partnership does not of itself __ the partnership.

dissolve

The creditors of the partnership shall be preferred to those of each partner as regards the partnership __.

property

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be __ in the carrying on of the business.

associated

On dissolution, the partnership continues until the __ of partnership affairs is completed.

winding up

An unfulfilled promise to contribute to the partnership may lead to the partnership being __ on such a promise.

liable

Dissolution may be caused by the death of any __.

partner

If a partner is unable to perform his part of the partnership contract, the court shall decree a __.

dissolution

The partnership is bound to make good the loss where one partner acting within the scope of his apparent __ receives money or property of a third person.

authority

All partners are liable __ with the partnership for everything chargeable to the partnership.

solidarily

The partner's contribution is subject to the preferred rights of partnership __ under article 1827.

creditors

The articles of partnership shall state the name of the partnership, adding thereto the word __.

Limited

A limited partner shall not become liable as a general partner unless he takes part in the __ of the business.

control

A general partner shall have all the rights and powers and be subject to all the __ and liabilities of a partner in a partnership without limited partners.

restrictions

A limited partner may receive the share of the profits stipulated for in the __.

certificate

A limited partner shall not receive any part of his contributions until all partnership __ have been paid.

liabilities

A limited partner's interest is __ .

assignable

The retirement, death, insolvency, insanity, or civil interdiction of a general partner dissolves the partnership unless the business is __ by the remaining general partners.

continued

In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in order of __ as provided by law.

priority

The certificate shall be cancelled when the partnership is __ .

dissolved

The writing to amend a certificate shall conform to the requirements of article 1844 as far as necessary to set forth clearly the __ in the certificate.

change

A limited partnership formed under the law prior to the effectivity of this Code may become a limited partnership by complying with the provisions of article __ .

1844

A limited partnership cannot be formed solely by the provisions of __ .

contract

The limited partners as such shall not be bound by the __ of the partnership.

obligations

A limited partner shall have the right to participate in the management only if specified in the __ .

certificate

A general partner cannot admit a limited partner unless the right so to do is given in the __ .

certificate

A limited partner shall not be liable for any debts of the partnership beyond his __ .

contribution

The contributions of a general partner can include __ .

cash, property, or services

The right to an account of his interest accrues to any partner at the date of __.

dissolution

A limited partner may rightfully demand the return of his contribution upon the __ of the partnership.

dissolution

In the case of a limited partnership, a general partner’s rights and powers are subject to the __ of a limited partner.

consent

A limited partner may not withdraw his contribution unless there is an __ to that effect in the certificate.

agreement

A limited partner holds as __ for the partnership specific property stated in the certificate as contributed by him.

trustee

The rights of a partner may be affected by the __ or misrepresentation of another party.

fraud

The valuation of a partner's interest must not include the __ of the business.

goodwill

In any dissolution of partnership, the assets shall be applied in order of their declaration to the __ of the liabilities.

satisfaction

A partner who wrongfully causes a dissolution shall have rights only to the extent specified in the __ .

agreement

The legal representative of a deceased partner shall have rights equal to those of a _ partner.

limited

A certificate is amended when there is a change in the __ or in the character of the contribution of any limited partner.

partnership name

The contributions of a limited partner may be in the form of __ or property.

cash

A limited partner may loan money to the partnership provided he does not receive any __ security.

partnership

The limited partners are entitled to participate in a partnership to the extent provided in the __ .

agreement

A limited partnership can consist of both general and __ partners.

limited

An act of a partner which is beyond the authority described is __ with respect to the partnership.

unauthorized

The rules governing dissolution also establish the __ for winding up partnership affairs.

procedures

Under the dissolution agreement, partners may also agree to compensate each other for any __ incurred during the partnership period.

losses

When partners wish to end their association, it must be done in accordance with the __ .

partnership agreement

Business operations can continue after a partner's withdrawal as long as the remaining partners agree to the __ .

conditions

Limited partnerships are often established to limit liability for __ .

investors

It's critical for partners to understand their rights and __ to avoid disputes during the partnership.

obligations

Upon the winding up of partnership affairs, outstanding liabilities must be settled based on established __ .

priority

The management structure of a partnership should be agreed upon in the __ .

partnership contract

Disagreements between partners may require a __ to resolve.

mediation

Limited partners should be informed of their rights to ensure __ compliance.

legal

Regular audits of the partnership's financials help maintain __ among partners.

transparency

Agreements under this code must comply with the legal __ of the jurisdiction.

requirements

Partners may engage in discussions to decide on changes in the __ of the partnership.

function

Articles governing partnerships must be properly __ to be enforceable.

drafted

In a partnership, every member's contribution must be clearly outline in the __ .

agreement

Failure to meet contractual obligations can lead to the __ of the partnership agreement.

termination

A thorough understanding of the articles can prevent __ disputes.

conflict