A. Form of Ownership
The business shall be organized under a general partnership contract as defined in Article 1767 of the Civil Code of the Philippines as, a contract of two or more persons who bind themselves to contribute money, property or industry into a common fund with the intention of dividing profits among themselves. In terms of liability the partnership shall be under the general partnership where all of the partners are liable jointly and severally with respect as to the extent of their separate (private) assets. This form of ownership will allow the partners to easily and inexpensively organize it, as it is formed by a simple contract between two or more persons. In addition, as compared to sole proprietorship the partners can raise a more considerable source of capital. Also, a closer supervision can be obtained for the joint efforts of the partners. The unlimited liability of the partners makes it reliable from the point of view of the creditors. In that way, source of financing is easier to be obtained. Under the Philippine Laws, the partnership is considered as juridical or legal personality, separate and distinct from the partners. Therefore, the assets of the partnership belong to the firm and are not personal assets of the partners. Likewise, the obligations of the partnership are those of the firm and not of the partners. Below is the Articles of Partnership of the partners.
Articles of Partnership
This Partnership Agreement is made on January 2, 2013 among Narcissee Dellomas, Jeleen Ann Dela Peña, Ma. Ramona Gonzales and Justine Nepomuceno.
1. Name and Business
The parties hereby form a partnership under the name of Evergreen Canarium to produce Pili Pulp Oil Soap. The principal office of the business shall be Upper Malabog, Daraga, Albay. 2. Term
The partnership shall begin on January 15, 2013, and shall continue until terminated. 3. Capital
The capital of the partnership shall be contributed in cash by the partners as follows: * A separate capital account shall be maintained for each partner. * Neither partner shall withdraw any part of their capital account. * Upon the demand of either partner, the capital accounts of the partners shall be maintained at all times in the proportions in which the partners share in the profits and losses of the partnership. 4. Profit and Loss
The net profits of the partnership shall be divided base on the ending capital balance of each partner. A separate income account shall be maintained for each partner. Partnership profits and losses shall be charged or credited to the separate income account of each partner. If a partner has no credit balance in their income account, losses shall be charged to their capital account. 5. Salaries and Withdrawals
Neither partner shall receive any salary for services rendered to the partnership. Each partner may, from time to time, withdraw the credit balance in their income account. 6. Interest
No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital. 7. Management Duties and Restrictions
The partners shall have equal rights in the management of the partnership business, and each partner shall devote their entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business. 8. Banking
All funds of the partnership shall be deposited in its name in such checking account or accounts as shall be designated by the partners. All withdrawals therefore are to be...