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(1) Partnership with capital of P3,000.00 or — The Securities and Exchange Commission
more. performs the works of a mercantile registrar
insofar as the recording of articles of
partnership is concerned.
— There are two requirements where the
capital of the partnership is P3,000.00 or
more,25 in money or property, namely: Since the recording of articles of partnership
is not for the purpose of giving the partnership
(a) The contract must appear in a public juridical personality (see Art. 1784.), the only
instrument; and objective of the law is to make the recorded
instrument open to all and to give notice
thereof to interested parties.
(b) It must be recorded or registered with the
Securities and Exchange Commission.
This objective is achieved from the date the
partnership papers are presented to and
left for record in the Commission. For this
However, failure to comply with the above reason, when the certificate of recording of the
requirements does not prevent the instrument is issued on a date subsequent to
formation of the partnership (Art. 1768.) or the date of presentation thereof, its effectivity
affect its liability and that of the partners to retroacts as of the latter date.
third persons.
Where immovable property, regardless of Hence, Article 1773 does not apply in the case
its value, is contributed, the failure to of immovable property which may be
comply with the following requirements will possessed or even owned by the partnership
render the partnership contract void in so but not contributed by any of the partners.
far as the contracting parties are concerned: Thus, it has been held that a partnership
contract which states that the partnership is
established “to operate a fishpond” (not “to
(a) The contract must be in a public engage in a fishpond business”) is not
instrument; and rendered void because no inventory of the
fishpond was made where it did not clearly and
(b) An inventory of the property contributed positively appear in the articles of partnership
must be made, signed by the parties, and that the real property had been contributed by
attached to the public instrument. anyone of the partners.