legal Free Legal Advice

[webmaster_ph]

when registering a partnership w/ the SEC, is paid-up capital required?

 

if so, how much?

 

i've searched the requirements but this is all i found:

 

III. REGISTRATION / RECORDING OF PARTNERSHIPS

 

Basic Requirements

 

1.

 

Name Verification Slip

2.

 

Articles of Partnership

3.

 

Affidavit of a partner undertaking to change partnership name (not required if Articles of Partnership has provision on this commitment)

 

Additional requirements

 

5.

 

Endorsement/clearance from other government agencies, if applicable

6.

 

For partnership with foreign partners

 

1.

 

SEC Form No. F-105

2.

 

Bank certificate on the capital contribution of the partners

3.

 

For foreign partners who want to register their investments with the BSP: Proof of remittance

 

Note: If it is a limited partnership, the word “Limited” or “Ltd” should be added to the partnership name. Articles of Partnership of limited partnerships should be under oath only (Jurat) and not acknowledged before a notary public.

[john_locke]

It's not clear if your contracting "firm" is a corporation or not. If it is a corporation, then your co-owner would be a director of the corporation. His act would then fall under Article 34 of the Corporation Code - disloyalty of a director, as follows:

 

Sec. 34. Disloyalty of a director. — Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of such corporation, he must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director risked his own funds in the venture.

 

He would thus have to account to the corporation for any profits that he may make out of the transaction. You can file a civil case with the RTC for this.

 

If it's only a partnership, then Article 1808 of the Civil Code applies:

 

Art. 1808. The capitalist partners cannot engage for their own account in any operation which is of the kind of business in which the partnership is engaged, unless there is a stipulation to the contrary.

Any capitalist partner violating this prohibition shall bring to the common funds any profits accruing to him from his transactions, and shall personally bear all the losses. (n)

 

Clearly, he would also be liable for the profits that he makes. Again, a case can be filed against him with the RTC.

 

There would also be a valid reason to terminate the partnership. According to Art. 1831:

Art. 1831. On application by or for a partner the court shall decree a dissolution whenever:

 

xxx xxx xxx

 

(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;

(4) A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;

 

xxx xxx xxx

 

Hope this helps.

 

Sir, thanks so much, this surely helps. It is a corporation.

sir rocco69, question pa po, if we go for the termination of partnership, does it mean ba na ang firm namin will cease to operate? I'm just worried kasi kawawa naman yung yung mga regular workers namin. But still...our direction is to leave that "director". Is there other option ba besides termination? can we just sell our stocks? and leave the firm to that "director"?

Again, thank you for your replies.

[rocco69]

If its a corporation, you cannot avail of termination of partnership, since that would only apply to a partnership. Eh, korporasyon nga ang sa inyo.

 

Di nyo rin naman siya pwedeng tanggalin kasi 2/3rds ang kailangan nyong boto, eh 60% yung kanya. One option would be to withdraw from the corporation by selling your stock. You can then bring with you your workers if they are willing to get out with you.

 

Sir, thanks so much, this surely helps. It is a corporation.

sir rocco69, question pa po, if we go for the termination of partnership, does it mean ba na ang firm namin will cease to operate? I'm just worried kasi kawawa naman yung yung mga regular workers namin. But still...our direction is to leave that "director". Is there other option ba besides termination? can we just sell our stocks? and leave the firm to that "director"?

Again, thank you for your replies.

[webmaster_ph]

If its a corporation, you cannot avail of termination of partnership, since that would only apply to a partnership. Eh, korporasyon nga ang sa inyo.

 

agree. the decision will be based on votes of the majority.

[james_bandido]

This is what is written on my notice of NOTICE OF RETRENCHMENT.

 

..... regrets to inform you that your employment as ..... will be terminated in view of the Company's decision to close the Customer Service Section as a result of the principal's move to transfer the entire customer service function back to U.S. to avoid financial reverses brough about by reduction of work.

 

Under The Labor Code of the Phils. Book 6 Article 283 Closure of establishment and reduction of personnel, it states three (3) options regarding the benefits due to the employee :

 

1 - In case of termination due to the installation of labor-saving devices or redundancy, the worker affected thereby shall be entitled to a separation pay equivalent to at least his one (1) month pay or to at least one (1) month pay for every year of service, whichever is higher.

 

2 - In case of retrenchment to prevent losses and in cases of closures or cessation of operations of establishment or undertaking not due to serious business losses or financial reverses, the separation pay shall be equivalent to one (1) month pay or

 

3 - at least one-half (1/2) month pay for every year of service, whichever is higher. A fraction of at least six (6) months shall be considered one (1) whole year.

 

Now, based from the notice that I have received, I'd like to clarify if I fall under the second option, since it was stated clearly "to avoid financial reverses". From my understanding that is similar to "not due to serious business losses or financial reverses".

 

Can someone clear this up, since my manager stated that they'll be giving us the third option. I'm kinda confused.

 

Thanks in advance.

 

[moichi]

quite expensive to maintain it when not in operation.

 

just my two cents... :

 

 

I agree. Corporations who fail to submit General Information Sheets and Financial Statements for the last six (6) years to the SEC may have their Certificates of Registration revoked. Kaya lang, SRC Rule 68 requires that financial statements to be filed with the Commission must be audited by an external auditor and must be prepared and presented in conformity with the generally accepted accounting principles in the Philippines, kaya kahit di kayo nag-ooperate gagastos pa rin kayo sa accountant (who has to be accredited with the SEC). Magkano ang ibabayad nyo sa accountant compared sa pag-rehistro ng bagong corporation na ala pa atang 3 libo. Dagdag mo pa yung pagre-renew ng mga busines permit nyo annually

 

i have an inkling about the costs.

 

well, we were thinking that with the years na out of operations yung co, that will add to our history. yung tipong 3 years from now, we can claim na 5 years in existence na kami.

 

is this a good enough reason to keep it?

[webmaster_ph]

can anybody help me with this?

 

sec registration of partnership

[Dr_PepPeR]

This is what is written on my notice of NOTICE OF RETRENCHMENT.

Under The Labor Code of the Phils. Book 6 Article 283 Closure of establishment and reduction of personnel, it states three (3) options regarding the benefits due to the employee :

 

1 - In case of termination due to the installation of labor-saving devices or redundancy, the worker affected thereby shall be entitled to a separation pay equivalent to at least his one (1) month pay or to at least one (1) month pay for every year of service, whichever is higher.

 

2 - In case of retrenchment to prevent losses and in cases of closures or cessation of operations of establishment or undertaking not due to serious business losses or financial reverses, the separation pay shall be equivalent to one (1) month pay or

 

3 - at least one-half (1/2) month pay for every year of service, whichever is higher. A fraction of at least six (6) months shall be considered one (1) whole year.

 

Now, based from the notice that I have received, I'd like to clarify if I fall under the second option, since it was stated clearly "to avoid financial reverses". From my understanding that is similar to "not due to serious business losses or financial reverses".

 

Can someone clear this up, since my manager stated that they'll be giving us the third option. I'm kinda confused.

 

Thanks in advance.

 

 

My opinion is perhaps simplistic but this is the way it's supposed to work. If the retrenchment is due to business losses then it's one half month for every year of service. But if it's not, like the one cited by your company, then you should get one month for every year of service.

[webmaster_ph]

My opinion is perhaps simplistic but this is the way it's supposed to work. If the retrenchment is due to business losses then it's one half month for every year of service. But if it's not, like the one cited by your company, then you should get one month for every year of service.

 

normally, its one month for every year of service.

[havagut]

greetings, honorable men of the law!

 

i have combed through this thread, searching for issues that resemble my problem. unfortunately, i have found none.

 

i have married a very beautiful woman who already has a son. she, in her wisdom, decided long ago against marrying the child's biological father. the biological father is now married with two children of his own.

 

my eight-year old stepson is carrying his mother's surname, per Philippine laws.

 

the three of us want to change his surname to my surname. how do we go about this? is there a need to seek the biological father's permission? he has acknowledged paternity by signing the child's birth certificate as the father, and he supports the child's education. he also visits weekly.

 

if i adopt my stepson, will the adoption invalidate his right to demand support from his biological father? will it also cancel his rights as heir to the estate of his father?

 

thank you very much for the time, and all praises for this very helpful thread.

[icymyk]

tama po ba yung hindi ka issuehan ng Official Receipt kasi meron daw silang 12% VAT na idadagdag?

kapag credit card naman alang VAT silang idadagdag pero ala din silang iisyung OR?

pwede ba yun?

Edited November 2, 2007 by icymyk

[webmaster_ph]

tama po ba yung hindi ka issuehan ng Official Receipt kasi meron daw silang 12% VAT na idadagdag?

kapag credit card naman alang VAT silang idadagdag pero ala din silang iisyung OR?

pwede ba yun?

 

afaik, all sale transactions must issue an o.r. w/ e-vat unless they are tax evaders

[icymyk]

afaik, all sale transactions must issue an o.r. w/ e-vat unless they are tax evaders

 

yes yun din po alam ko sir,

pero sabi nila, iccharge po nila ako ng 12% VAT for issuing an OR

if gusto ko ng OR.

 

tama po ba un?

[webmaster_ph]

yes yun din po alam ko sir,

pero sabi nila, iccharge po nila ako ng 12% VAT for issuing an OR

if gusto ko ng OR.

 

tama po ba un?

 

that's illegal.

 

they are giving you the option to ignore the e-vat tax.

 

its up to you. if you really need the o.r. then settle your obligation.

[icymyk]

last series of q's napo sir webmaster_ph

1. san ko po pwede ireklamo yung acts na ganito?

2. what if 2-3 months na yung date ng last transaction, meron lang ako reciept ng credit card eh.

3. i think damay din ako for not settling my obligations since pinapili nila ako if issue nila ako OR or not.?

[M16A2]

I just discovered that my supervisor and manager has misappropriated our company budget worth 20,000.00 to their own. While I and my supervisor were having an informal conversation she made a slip and told me, "pinagawa ko yung pang ilalim ng oto ko sa goodyear (certain branch) inabot ng 20,000". My mind immediately registered in a split second and I remembered just 3 weeks ago my manager gave me a debit ticket with a receipt attached under it indicating goodyear which is worth 20,000.00 since I am in charge in disbursing cash. So I asked, "para saan ito?". My manager replied, "pinagawa ko kay mang roland (company driver) yung van ng company". AFter that she even asked me, "ano ba ang mga pinapagawa sa sasakyan sa ilalim na aabot ng 20,000?". I was puzzled by the question to which I replied, "bakit hindi niyo tanongin si mang roland". My manager replied, "wala kasi siya ngayon inutusan ko mag deliver ng mga dokumento. Eh kailangan na ma cash out yung expense". So I told her that its probably a suspension arm, etc. etc. and I processed the transaction and gave her the money. But I become very suspicious on my manager. But when my supervisor talked about the amount involved in the repair on her car. Yun na nga yon. Coz transactions will not be processed without the counter signature of the supervisor. SO the manager is most probably in collusion with my supervisor.

 

I am going to dig deep in our records to see if there are other suspicious transactions made by our manager.

 

So what other evidence do I need to pin them down aside from the ticket they signed? What if they destroyed the records that would be the primary evidence to prove their guilt? Since any employee can get in and out of our storage room to where our records are kept. What other avenues can I use to prove their guilt? I was thinking that although the document itself may be destroyed or lost. But the debit transaction is still recorded in our ledger. Can I use this against them?

[webmaster_ph]

ast series of q's napo sir webmaster_ph

1. san ko po pwede ireklamo yung acts na ganito?

2. what if 2-3 months na yung date ng last transaction, meron lang ako reciept ng credit card eh.

3. i think damay din ako for not settling my obligations since pinapili nila ako if issue nila ako OR or not.?

 

1. report it to the bir hotline/website.

2. doesn't matter. credit card receipts are accepted as proof of purchase.

3. most likely, the establishment will be prosecuted. not you.

[winfred]

tanong ko lang po ano po ang advantage at dis advantage ng pre nuptial agreement gusto kc ng magiging asawa ko na dapat meron daw kami nito next year po ang kasal namin

[moichi]

quick question po sirs?

 

a friend of mine's dad passed away last year.

 

he didn't leave any last will or testament.

 

a few weeks ago na-discover nila na may stock certificates in his dad's name in a certain company.

 

ngayon, the family wants to sell the stock certificates.

 

how can they do this eh wala naman sa pangalan nila yung certificates?

 

or, better yet, what do they need to do so they can sell the stocks?

 

btw, the company now knows that my friend's dad is deceased.

[Dr_PepPeR]

quick question po sirs?

 

a friend of mine's dad passed away last year.

 

he didn't leave any last will or testament.

 

a few weeks ago na-discover nila na may stock certificates in his dad's name in a certain company.

 

ngayon, the family wants to sell the stock certificates.

 

how can they do this eh wala naman sa pangalan nila yung certificates?

 

or, better yet, what do they need to do so they can sell the stocks?

 

btw, the company now knows that my friend's dad is deceased.

 

The by-the-book way:

1. Find out who or what bank/company is the stock transfer agent. You can look at the stock certificate itself. If that information isn't there, call up the Corporate Secretary of the company and ask who is the stock transfer agent.

2. Ask a lawyer to draw up an Extra Judicial Deed of Partition which allocates to the heirs their share in the deceased's properties, to cover the disposition of the shares of stock.

3. File this with the BIR and settle the estate taxes and penalties, if any. You will be required to publish the extrajudicial partition for three consecutive weeks and get an affidavit of publication which you will also need to submit to the BIR. Get your lawyer to help you with this.

4. Present the extrajudicial partition and the clearance from the BIR to the transfer agent and request them to transfer the stock certificates to the designated heir's names.

5, When this is done, you can now sell the stocks.

[webmaster_ph]

hello!

 

i need an answer to this.

 

thanks!

[rocco69]

1. the three of us want to change his surname to my surname. how do we go about this?

Unfortunately, unless you are adopting the child, law and jurisprudence prohibits a change of surname in this case (see Republic v. CA, G.R. No. 88202, December 14, 1998). The reason cited is that changing the surname of the child will confuse people as to who is his real father. what the law allows now is changing the surname of the child from his present surname (his mother's) to that of his father (see RA9255)

 

2. is there a need to seek the biological father's permission?

Since this is not allowed, the consent of the biological father would be irrelevant.

 

3. if i adopt my stepson, will the adoption invalidate his right to demand support from his biological father?

Unfortunately, yes. Under the Domestic Adoption Act (RA 8552), adoption terminates ALL legal relations between the child and his biological parent. This would clearly include the legal right to demand support. Note also that one of the reasons for adopting the child is that the prospective adoptive parent will now be the one to support he child, no the biological parent anymore.

It must also be pointed out that, in adopting the child, you will need the consent of the biological father to the adoption. Since you have stated that he supports the child and visits weekly, I doubt if he will agree to an adoption where he loses all rights to the child.

 

4. will it also cancel his rights as heir to the estate of his father?

As earlier stated, adoption terminates ALL legal relations between the child and his biological parent, hence his right to inherit from his father as an illegitimate child will also disappear.

 

greetings, honorable men of the law!

 

i have combed through this thread, searching for issues that resemble my problem. unfortunately, i have found none.

 

i have married a very beautiful woman who already has a son. she, in her wisdom, decided long ago against marrying the child's biological father. the biological father is now married with two children of his own.

 

my eight-year old stepson is carrying his mother's surname, per Philippine laws.

 

the three of us want to change his surname to my surname. how do we go about this? is there a need to seek the biological father's permission? he has acknowledged paternity by signing the child's birth certificate as the father, and he supports the child's education. he also visits weekly.

 

if i adopt my stepson, will the adoption invalidate his right to demand support from his biological father? will it also cancel his rights as heir to the estate of his father?

 

thank you very much for the time, and all praises for this very helpful thread.

[rocco69]

I once registered a partnership with the SEC and all that they required is that you state the capital contributions of the partners in the Articles of Partnership. They didn't require proof that the partners actually contributed the amounts stated in the Articles of Partnership.

They informed me however that it is better that capital contributions be in cash, rather than in kind, because the latter would require proof as to the value of said contributions (which I think would have to be made by an SEC-accredited valuator)

 

hello!

 

i need an answer to this.

 

thanks!

[rocco69]

I think the first step would be to determine how much the stocks are worth, so we can determine whether undertaking all the rest will be justified. baka naman ala pang limang libo ang value ng stocks ng father nyo at mas malaki pa ang magagastos nyo kesa sa makukuha nyo. someone came to me once after finding that their late father had 5,000 shares (can't quite recall the number now) in a certain educational institution. it turned out that the cost of transferring the shares as well as the number of heirs entitled to a share in the shares of stock didn't justify the same.

 

But if the benefits outweigh the cost, then go for it.

 

The by-the-book way:

1. Find out who or what bank/company is the stock transfer agent. You can look at the stock certificate itself. If that information isn't there, call up the Corporate Secretary of the company and ask who is the stock transfer agent.

2. Ask a lawyer to draw up an Extra Judicial Deed of Partition which allocates to the heirs their share in the deceased's properties, to cover the disposition of the shares of stock.

3. File this with the BIR and settle the estate taxes and penalties, if any. You will be required to publish the extrajudicial partition for three consecutive weeks and get an affidavit of publication which you will also need to submit to the BIR. Get your lawyer to help you with this.

4. Present the extrajudicial partition and the clearance from the BIR to the transfer agent and request them to transfer the stock certificates to the designated heir's names.

5, When this is done, you can now sell the stocks.

[charmed shannen]

A contract of lease was executed in December 1971 for an initial term of 20 years subject to renewal between a corporation and a city government. A mall was constructed in a portion of the land covered by the lease. A portion of the mall constituting 22 units of commercial spaces including leasehold rights were transferred to a bank by way of dacion en pago for full settelment of a loan obligation. there was a proposal for the sale of leasehold rights on the said commerical units and on September 2003, sale of leasehold rights was totally consumated and as a consequence, VAT and DST were paid and remitted to the BIR.

 

Questions:

 

1) Was the transaction subject to VAT inasmuch as the instrument executed was one of assignment of rights which did not vest title to the transferee;

 

2) Was the transaction subject to capital gains tax, creditable withholding tax, documentary stamp tax, and VAT under Section 196 of the TAX Code?

 

3) Was the transaction partook of the nature of a sale of assignment of real property?

 

4) Was the contention that the deed of assignment was not a deed of sale because what was conveyed by the assignor was not the property but the rights pertaining to such property tenable?

 

5) Was the transaction entered in to by the bank with an individual and/or corporation was subject to VAT that was subsequently passed on to the buyer or assignee?

 

6) Was the classification of the property rights and interests subject of thet sale/assignment was correctly booked as ROPOA (real and other property owned and acquired or a property)?

 

7) Is a property acquired by way fo dacion en pago to satisfy borrower's loan obligation can be classified as ordinary asset?

 

As usual, thank you very much for all the help.

 

 

just dug this post of mine... baka naman someone can help.. .thanks uli