received from the debtor X partner.

This creates a
BLR-211 (Final the sum of P60,000 and partnership obligation.
Examination) issued a receipt identifying
the amount collected as
P60,000. 1/1
Total points101/130 
EXAM PROPER: a. General partnership
0/1
101 of 130 points
 
b. Limited partnership
a. A cannot be compelled
to share the P60,000 with
3. Any external thing over c. Partnership by
B and C.
which the rights of estoppel
possession, use, and
enjoyment are exercised. b. A can be compelled to
share with B and C their d. None of the above
P60,000.
1/1
38. Those who takes active
c. B and C should part and known to the
a. Money automatically sue X to public as a partner in the
collect the P120,000. partnership.
b. Property
d. B and C can deduct 1/1
c. Industry from the capital of A
their share of P60,000.
a. Ostensible partner
d. None of the above
25. It comprises all the
partners may acquire by b. Secret partner
30. It is one where it will their industry or work
exist until the purpose is during the existence of the c. Liquidating partner
accomplished. partnership.
d. Dormant partner
0/1 1/1
62. The following are the
a. Partnership with a a. Universal partnership remedies of capitalist
fixed term of all profits. partners against an
industrial partner who
engaged in business for
b. Partnership for a b. Universal partnership himself: I. The capitalist
particular undertaking of all present property. partners may exclude the
industrial partner from the
c. Partnership at will c. Particular partnership partnership plus damages.
II. The capitalist partners
d. De facto partnership may avail themselves of
d. None of the above. the benefits which the
industrial partner may have
77. A, B and C are general 70. Arises if all the obtained plus damages.
partners in ABC partners consented to the
partnership. X is a debtor misrepresentation of a third
to the partnership in the person who is not a real 0/1
amount of P180,000. A
 a. Only I is correct 34. A is a managing a. De facto partnership
partner of A and B
b. Only II is correct partnership. X is indebted b. De jure partnership
to A for P25,000 and the
partnership for P75,000.
c. Both are true When both debts mature, X c. Real partnership
pays A P10,000 and the
d. Both are false latter issues a receipt for d. Ordinary partnership
his personal credit. The
payment for P10,000 shall
66. Suppose instead of be applied. 101. The certificate of
profit, the partnership limited partnership shall
suffered loss in the same state the following, except:
amount of P150,000, the 1/1
share of the capitalist
partners in the loss shall 1/1
be: a. To the whole debt
owing to A.
a. The term for which the
1/1 partnership exist.
b. 1/4 in favor of A and
3/4 in favor of
partnership. b. The amount of cash
a. In accordance to their and a description of and
profit sharing agreement. the agreed value of the
c. Debt owing to the other property
b. In accordance with partnership. contributed by each
their loss sharing limited partner.
agreement. d.1/2 in favour of A and
1/2 in favour of the c. The time, if agreed
c. In proportion to their partnership. upon, when the
capital contribution. contribution of each
33. Those who cannot be general partner is to be
d. Equally among them. held liable to third persons returned.
for partnership obligations.
d. The additional
37. Those who do not take
active part in the business 1/1 contributions, if any, to
be made by each limited
or affairs of the partnership
though they share in the partner and the times at
a. Limited partner which or events on the
profits or losses.
happening of which they
shall be made.
b. Capitalist partner
1/1
39. Those whose
c. Industrial partner
a. Managing partner connection with the
partnership is not known to
d. General partner the public.
b. Ostensible partner
17. It is one which has not 0/1
c. Dormant partner complied with all the legal
requirements for its
d. Silent partner creation. a. Ostensible partner

1/1 b. Liquidating partner

 c. Secret partner c. A, B and C may limited partners cease to be
dissolve the partnership limited partners.
d. Dormant partner even without the consent
of D.
1/1
122. Which of the
following statements is not d. A, B, and C can ask
for judicial dissolution of a. Only I is true.
correct?
the partnership.
b. Only II is true.
0/1 108. Is a person admitted
to all the rights of a limited c. Both are true.
a. A partnership contract partner who has died or has
is not covered by the assigned his interest in a
partnership. d. Both false.
Statute of Frauds.

44. Those who became

b. A limited partner shall 1/1
members of the partnership
not be bound by the after its establishment.
obligations of the
a. Very special partner.
partnership.
1/1
c. A limited partner who b. Sub-partner
takes part in the control a. Secret partner
of the business shall be c. Ostensible partner
liable as a general
partners. b. Partner by estoppel
d. Substituted limited
partner
d. A stipulation which c. De facto partner
excludes a partner from 75. The following are the
sharing in the profits or rights of partners, except: d. Incoming partner 
loss is void.
130. Statement 1. As a
55.Still based on the said 1/1
rule, a person admitted as a
problem: partner into an existing
a. Appraisal right partnership is liable for all
the obligations of the
0/1
partnership arising before
b. Rights in specific his admission as though, he
partnership property
a. If A and B want to had been a partner when
dissolved the such obligations were
partnership, C as a c. Interest in the incurred. Statement 2.
partner need not consent partnership Creditors of the partnership
thereto because he had are preferred over the
assigned his interest to personal creditors of the
d. Right to participate in
D. the management. partners.

b. D may ask the court 112. There is cancellation 0/1

for its dissolution being of the certificate of limited
the assignee of C's partnership, except: I.
interest in the a. Both Statements are
When the partnership is
partnership. TRUE
dissolved. II. When all
 b. Both Statements are   d. The certificate of
FALSE limited partnership must
110. A certificate shall be be registered in the
Securities and Exchange
c. Only Statement 1 is amended when, except:
TRUE Commission.

1/1 5. The birth and life of a

d. Only Statement 2 is
TRUE partnership at will is
a. There is a change in predicted on the mutual
the name of the desire and consent of the
72. The following are partners.
partnership or in the
obligations of partners,
amount or character of
except:
the contribution of any 1/1
limited partner.
1/1
a. Partnership at will
b. An additional limited
partner is admitted.
a. To give their promised
contribution. b. Partnership for a
particular undertaking
c. A person is substituted
as a general partner.
b. To account and hold
as trustee for any profits d. Partnership for a fixed
term
derived without the  
consent of the other
partners. d. A person is admitted d. None of the above
as a general partner.
c. To engage in any 113. The following are the
business which is of the 109. The requisites for an requirements for
kind in which the cancellation, except:
assignee to become a
partnership is engaged. substitute limited partner
are the following, except: 1/1
d. Not to convert
partnership money to
their own use. 1/1 a. It must be signed and
sworn to by only the
limited partners.
89. The three final stages a. All the partners must
of a partnership are the consent or if the limited
following except: partner-assignor, being b. It must be in writing.
empowered in the
certificate of limited c. It must be signed and
1/1 partnership, gives the sworn to by all members.
assignee that right.
a. Dissolution d. It must be filed for
b. The certificate of record int eh Office of
b. Winding-up limited partnership must the Securities and
be registered in the Exchange Commission.
Department of Trade and
c. Termination Industry.
36. Which of the following
d. None of the above is not a requisite prescribed
c. The certificate of by law in order that the
limited partnership must partnership may be held
be amended.
liable to a third party for d. Both are true. c. If there are profits, A
the acts of one of the shall give them to the
partners. 35. Those who manage partnership.
actively the business or
0/1 affairs of the partnership. d. A may be excluded
from the partnership with
liability for damage.
a. The partners bind the 1/1
partnership by
94. I. Since it is the
consenting for a. Silent partner partnership, as a separate
obligations he may have
and distinct entity, that
contracted in good faith.
b. Ostensible partner must refund the shares of
the partners, the amount to
b. The partner must have be refunded is necessarily
the authority to bind the c. Managing partner limited to its total
partnership. resources. II. In other
d. Dormant partner words, the partnership can
c. The contract must be only pay out what it has in
in the name of the its coffers, which consists
80. A partnership that does of all its assets.
partnership. not fix its term.

d. The partner must act 1/1

0/1
on behalf of the
partnership
a. Only I is true.
a. Partnership with a
82. I. The transfer by a fixed term
partner of his partnership b. Only II is true.
interest does not make the b. Partnership for a
assignee of such interest a particular undertaking c. Both are true
partner of the firm, nor
entitle the assignee to
c. Partnership at will d. Both are false
interfere in the
management of the
partnership business or to d. None of the above 117. The following are
receive anything except the characteristics of a limited
assignee's profits. II. partnership, except:
57. A is a capitalist partner
Generally understood to
and B is the industrial one.
mean an organization
A engaged personally in 1/1
formed for some temporary
the same kind of business
purpose, a joint venture is
as that of the partnership:
likened to a particular a. It is formed by
partnership. compliance in good faith
1/1 with the statutory
requirements.
0/1
a. If there are losses, the
partnership will bear the b. One or more limited
a. Only I is correct. partners contribute to the
losses.
capital and share in the
b. Only II is correct. profits and participate in
b. If there are profits, the management of the
they will be shared by A business.
c. Both are correct. and the partnership.
  stipulation to the contrary insolvency of a limited
the share of C shall be: partner.
c. One or more general
partners control the 0/1  
business and are
personally liable to  
creditors. a. Zero

d. The limited partners b. P5,000 40. Those who does not

are not personally liable take active part int he
for partnership business and is not known
  to the public as partner.
obligations beyond their
capital contributions. Thus, they are both a secret
c. P10,000 and silent partner.

104. The essential

requisites in the formation d. P5,000 1/1
of a limited partnership are
the following: I. The  
certificate of limited a. Dormant partner
partnership. II. The
certificate of limited 1. Without the written  
partnership must be filed in consent or ratification by
the Office of the Securities all the limited partners, a
b. Ostensible partner
and Exchange general partner or all the
Commission. general partners, have no
authority to perform any of c. Secret partner
the following acts, except
1/1 to: d. Liquidating partner

a. Only I is true. 1/1  

b. Only II is true. A. Admit a person as a 76.A, B and C formed a

general partner commercial partnership. D
c. Both are true. represented himself as a
B. Continue the business partner in the partnership
  with partnership property to E who, on the belief of
on the death, retirement, such representation,
insanity, civil extended credit of P50,000
d. Both are false. to the partnership.
interdiction or
insolvency of a general Assuming only B and C
  partner. consented to such
representation, who shall
be liable to E?
100. A, B and C are C. Admit a person as a
partners in ABC limited partner.
partnership. A and B 0/1
contributed P10,000 each D. Continue the business
while C contributed his with partnership property
service. After payment of a. B, C and D are
on the death, retirement, partners by estoppels and
the partnership liabilities to insanity, civil
creditors, only P15,000 thus, are liable to E?
interdiction or
remains. In the absence of
  88. I. The dissolution of d. Dormant partner
the partnership means that
b. Only partners A, B the juridical entity was  
immediately terminated
and C are liable to E for
the benefit extended to and that the distribution of
the assets to its partners 111. A certificate shall be
them.
should perfunctorily amended when, except:
follow. II. The partnership,
c. Only D who made the although dissolved,
representation is liable to continues to exist until its 1/1
E. termination, at which time
the winding up of its a. There is a change in
d. All of A, B, C and D affairs should have been the character of the
are liable because of completed and the net business of the
partnership liability for partnership assets are partnership.
the credit extended to the partitioned and distributed
partnership by E. to the partners.
b. There is a change in
the time as stated in the
  1/1 certificate for the
dissolution of the
partnership.
71. This is the order of a. Only I is correct.
priority in general
partnership liabilities: c. There is no false
b. Only II is correct.
statement in the
certificate.
1/1  
 
a. Outside creditors, c. Both are true.
creditor partner, partner's d. The members desire to
capital, partner's profit. d. Both are false. make a change in any
other statement in the
    certificate in order that it
shall accurately represent
the agreement among
b. Outside creditors,
creditor partner, partner's 52. Those who takes them.
charge of the winding up
profit, partner's capital.
or liquidation of the  
partnership affairs after
c. Creditor partner, dissolution.
Outside creditor, 12. The following are
partner's profit, partner's requisites of partnership,
capital 1/1 except:

d. Creditor partner, a. Ostensible partner 0/1

Outside creditor,
partner's capital,
b. Liquidating partner
partner's profit. a. There must be a valid
contract;
 
 
b. There must be a
c. Secret partner contribution of money,
 property, and industry to 22. The following are 2. Book Enterprises, Ltd. Is
a common fund; instances, except one, a partnership engaged in
when a partnership is the book store business,
unlawful. Which is the with L, I, B, R, O as
c. The partnership must
be organized for gain or exception? partners. L is the only
limited partner
profit; and
contributing P200,000. I
1/1 contributed her services by
d. The partnership should managing the firm, while
have a lawful object or B, R, O contributed
a. A partnership formed
purpose, and must be P50,000, P100,000 and
for the purpose of selling
established for the P150,000, respectively.
illegal drugs.
common benefit or The partners have a
interest of the partners. stipulation that O shall not
b. A partnership formed be liable for obligations of
for the purpose of buying the partnership because of
 
lands. the goodwill she brought to
the business. Who among
  the partners may creditors
 
go against for their
83. I. As a rule, when a separate property after the
c. A partnership formed partnership assets have
partnership is dissolved, to create illegal
any of the partners can been exhausted?
gambling.
bind the partnership. II.
Where the dissolution is 1/1
caused by the act, death or d. A partnership formed
insolvency of a partner, for selling smuggled
each partner is liable to his cars. A. All of the partners
co-partners for his share of
any liability created by any   B. B and R only
partner acting for the
partnership as if the
partnership had not been 41. Those partner in an C. I, B, and R only.
dissolved. existing legal partnership.
D. All of the partners,
1/1 1/1 except L.

 
a. Only I is correct. a. Secret partner

 
b. Only II is correct. b. Partner by estoppel

c. De facto partner 129. Statement 1. In

 
universal partnership of
profits, the risk of loss of
c. Both are true. d. Real partner the movable property
which was delivered to the
d. Both are false.   partnership remains with
the contributing partner.
Statement 2. Rights over
   
specific partnership
property can be assigned to
the other partners
discreetly.
1/1 56. A, B, C and E are limited partner is to be
partners. They contributed substituted, the amendment
to the capital as follows: need not be signed by the
a. Both Statements are A-P50,000; B-P100,000; assigning limited partner.
TRUE C-P150,000; and E as the III. The certificate of
industrial partner, his limited partnership, as
b. Both Statements are services. The partnership amended, must be filed for
FALSE obligation to outsiders record in the Office of the
exceeds the total net assets Securities and Exchange
by P200,000. Who and by Commission.
c. Only Statement 1 is
how much will the partners
TRUE
be liable for the payment
of the P200,000? 1/1
 
1/1 a. Only I is true.
d. Only Statement 2 is
TRUE b. Only I and II are true.
a. A-zero; B- zero; C-
zero; E-zero
  c. Only I and III are true.
b. A- P33,333; B-
58. Suppose in the P66,666;C-P100,000;E-  
preceding problem, B zero
engages in business on his
d. All are true.
own account but different
from that of the c. A-P45,000; B-
partnership. P45,000; C-P55,000; E-  
P55,000

1/1 27. It is one where all the

d. A-P50,000; B-
partners are general
P50,000; C-P50,500; E-
partners.
a. If there are profits, B P50,000
and the partnership shall
share equally.   1/1

b. B may be excluded,   a. De jure partnership

from the partnership with
damages.
114. The requirements for b. De facto partnership
amendment are the
 
following, except: I. It c. Limited partnership
must be in writing as far as
c. If there are losses, B necessary to set forth
and the partnership shall clearly the change in the d. General partnership
equally share. certificate which it is
desired to make. II. It must  
d. B may be excluded be signed and sworn to by
from the partnership but all members, and an
 
without damages. amendment substituting a
limited partner or adding a
limited or general partner 32. In the same problem in
  shall be signed also by the the preceding number,
member to be substituted suppose it is a profit of
or added, and when a
P10,000, how shall it be 86. The following rights of carry on the business under
distributed? partner who has not caused the old name.
dissolution wrongfully,
except:
0/1 1/1

1/1
a. A-P5,000; B- P5,000; a. Only I is true.
C-none
a. To have the b. Only II is true
b. A-P3,333; B- P3,333; partnership property
applied to discharge the
C-P3,333 c. Both are true
liabilities of the
partnership.
c. A-P3,500; B-P2,500;  
C-P4,000
b. To have the surplus, if
any, applied to pay in d. Both are false
d. A-P6,000; B-P4,000; cash the net amount
C-none owing to the respective
partners.  
 
c. To continue the 97. I. The use by the
  business in the same person or partnership
name either by continuing the business of
themselves or jointly the partnership name, or
92. I. The legal personality with others during the the name of a deceased
of the expiring partnership agreed term of the partner as part thereof,
persists for the limited partnership and for that shall make the individual
purpose of winding up and purpose may possess the property of the deceased
closing of the affairs of the partnership property. partner liable for any debts
partnership. II. After contracted by such person
dissolution, all the or partnership. II. The
d. To be indemnified for
transactions of the liability of a third person
damages caused by the
partnership should only becoming a partner in the
partner who did not
pertain to liquidation partnership continuing the
caused the dissolution
which will happen over a business to the creditors of
wrongfully.
short period of time. the dissolved partnership
shall be satisfied our of the
  partnership property only,
1/1 unless there is a stipulation
  to the contrary.
a. Only I is correct
95.I. Generally, in the 1/1
b. Only II is correct pursuit of a partnership
business, its capital is a. Only I is correct
c. Both are true either increased by its
profits earned or decreased
by losses sustained. II. As b. Only II is correct
  a general rule, upon the
dissolution of a  
d. Both are false commercial partnership the
succeeding partners or
parties have the right to c. Both are true
 
 d. Both are false d. His contribution is d. Partnership by
industry. estoppel
 
   
81. A partnership is
dissolved, except: 31. A, B and C are partners  
contributed the following:
A- P6,000.00; B -P4,000;
1/1 50. X and Y verbally
and C-industry. They agreed to form a contract
agreed that the profits and or partnership 18 months
a. Death of a partner. losses shall be distributed from today, each one to
as follows to wit: A-35%; contribute P15,000. At the
B-25%, and C-40%. How arrival of the said date, if
b. Insolvency of a shall the loss of the
partner or of the one refuses to go ahead
P10,000 be distributed? with the agreement, can the
partnership
other enforce the
1/1 agreement?
c. Partnership business
can only be carried on at
a loss. a. A- P6,000; B-P4,000; 0/1
C-none
  a. Yes, since the
b. A- P3,500; B - P2,500; agreement is to be
d. Partnership business C- P4,000 enforced after one year
has become unlawful from the making thereof,
the same should be in
 
writing to be
  enforceable.
c. A- P3,333; B- P3,333;
C- P3,333
105. A limited partner shall b. Yes, because the prior
be liable as general partner agreement was
unless: d. A- P5,000; B-P2,500; voluntarily made.
C-none

0/1 c. No, because the

  agreement was merely
verbal.
a. He takes part in the
control of the business. 7. Where a partnership not
duly organized has been d. Yes, because the
recognized as such in its contract of partnership is
  dealings with certain not governed by the
persons. Statute of Frauds.
b. His surname appears
in the firm name.  
1/1

c. He renounces his share  

in the profits after a. Ordinary partnership
knowledge of the error
that he was made a b. De jure partnership 13. There are two tests to
general partner. determine the existence of
a partnership: I. First test:
c. De facto partnership Determine whether or not
there is an agreement to c. The consent of only  
contribute money, property limited partners, unless
or industry to a common the return of the
fund. II. Second test: contribution may be 69. A and B are partners
Determine whether or not rightfully demanded. with A as the managing
there is an intent of the partner. C owes A
contracting parties to P100,000 and the
  partnership P300,000
divide the profits among
themselves. which are now both due. A
d. The certificate is issued a receipt for the
cancelled or so amended payment of C in the
0/1 as to set forth the amount of P100,00 in his
withdrawal or reduction own name. The payment
of the contribution. shall be applied to:
a. Only I is true.

  1/1
b. Only II is true.

  98. I. A partnership is a a. The partnership credit

separate juridical entity, totally.
the shares to be paid out to
c. Both are true. the partners is necessarily
b. The credit of A only
limited only to its total
since the receipt is in his
d. Both are false. resources. II. A partnership
name.
must refund the shares of
the partners, the amount to
  c. The payments shall be
be refunded is necessarily
limited to its total applied proportionately
107. The requisites for the resources. III. Before the to both credits.
return of contributions of a partners can be paid their
limited partner are the shares, the creditors of the  
following, except: partnership must first be
compensated. After all ,
the creditors have been d. The payment shall be
1/1 paid, whatever is left of the applied equally in both
partnership assets become credits.
available for the payment
a. All liabilities of the
of the partners shares.  
partnership, except
liabilities to general
partners and to limited 0/1 28. It is one where there is
partners on account of at least one general partner
their contributions, have and one limited partner.
been paid or there a. Only I is correct
remains property of the
partnership sufficient to   1/1
pay them .
b. Only II is correct a. De jure partnership
b. The consent of all
members, unless the
return of the contribution c. All are true b. De facto partnership
may be rightfully
demanded. d. All are false c. Limited partnership
  b. Universal partnership a. A and B will
of all present property. determine C's share in
d. General partnership the profits.
c. Particular partnership
b. Just and equitable
 
  under the
cirmcumstances.
45. The following are the
legal relations created by a d. None of the above.
c. C's share shall be
contract of partnership, P150,000.
except:  
d. Pro rata to his
1/1 121. The certificate of contributed capital.
limited partnership shall
state the following, except:  
a. Relations between
third persons.
1/1  
 
a. The character of the 49. Those who contribute
b. Relations between the business. money or property and
partners on one hand and industry or both money,
the partnership on the property and industry to
b. The location of the
other hand. principal of business. the common fund.

c. Relations between the 1/1

c. The name and place of
partners on one hand and residence of each general
third persons on the other and limited partners.
hand. a. Industrial partner

d. The name of the

d. Relations between the b. Capitalist partner
partnership, adding
partnership and the third thereto the word
persons. "General". c. General-limited
partner
   
d. Capitalist-industrial
26. A particular partner.
 
partnership has for its
object determinate things,  
their use of fruits, or 65. A and B are capitalist
specific undertaking, or the partners while C is an
exercise of a profession or industrial partner. There is  
vocation. no agreement as to the
profits and losses. The 24. The partners contribute
partnership realized profit all the property which
1/1 in the amount of P150,000. actually belongs to them to
The share of C in the a common fund, with the
profits shall be:
a. Universal partnership intention of dividing the
of all profits. same among themselves, as
0/1 well as all the profits
which they may acquire 60. Those who contribute partner with the
therewith. only their industry or labor partnership, except:
to common fund.
1/1 1/1
1/1
a. Universal partnership a. To lend money to the
of all profits. a. Industrial partners partnership.

b. Universal partnership   b. Receive or hold as

of all present property. collateral security and
partnership property.
b. Capitalist-industrial
  partners
 
c. Particular partnership c. General partners
c. To transact business
c. None of the above. d. Limited partners with the partnership.

d. To receive on account
   
of resulting claims
against the partnership,
84. I. The dissolution of 67. With still the same with general creditors, a
the partnership discharges facts, as industrial partner, pro rata share of the
the existing liability of any the share of C in the loss assets.
partner. II. The individual shall be:
property of a deceased  
partner shall be liable for
all obligations of the 1/1
partnership incurred while 79. Three of the following
he was a partner, but a. Just and equitable are property rights of a
subject to the prior under the circumstances. partner. Which is not?
payment of his separate
debts.
b. As agreed upon by the 1/1
partners before the loss
1/1 was realized.
a. Right to specific
partnership property.
a. Only I is correct. c. In proportion to his
capital contribution.
b. Right to participate in
b. Only II is correct. the management.
d. None, he being an
industrial partner.
  c. Right to demand
formal accounting of
  partnership affairs.
c. Both are true.

   
d. Both are false.

  125. The following are d. Interest of the partner

allowable business in the partnership.
transactions of a limited
  is for the purpose of the partnership between the
winding up. spouses valid?
48. In the preceding
problem, suppose the 0/1 1/1
hiring of K was decided
upon by A and D, but was
opposed by B and C, a. Only I is correct a. The partnership is not
whose decision shall valid because the spouse
prevail? cannot enter into a
b. Only II is correct
limited partner.

0/1 c. Both are true

b. The partnership is
valid because spouses
a. The decision of A and   can enter into a
D because A is the partnership, limited or
managing partner and the d. Both are false general, universal or
hiring is an act of particular.
administration.
 
c. The partnership is
b. That of A and D valid because spouses are
because D is also a 116. Which of the prohibited to enter into a
capitalist partner. following is not correct? universal partnership
only.
c. The decision of B and 1/1
C because in case of tie  
in the decision of
managing partners, that a. A-cash (Ltd.); B- cash
d. The partnership is not
of the controlling interest (Gen); C-service (Gen.)
valid because spouses
shall prevail. cannot enter into any
b. A-property (Ltd); B- kind of partnership for
d. The decision of A and cash (Gen); C-service business.
B because they are the (Gen.)
managing partners.  
c. A- cash (Ltd)); B-
  property (Gen); C-
service (Gen.) 87. If a partner is insolvent,
the first in order of
  preference in the
d. A-service (Ltd); B- distribution of his assets is:
cash (Gen); C-service
90. I. A universal (Gen.)
partnership of present 1/1
property shall include the  
profits which the partners
may acquire therewith such a. Partnership creditors
as properties to be acquired  
through legacy, donation or b. Partner's contribution
inheritance. II. After to the partnership
119. Spouses H and W
dissolution, the partners
formed a limited
may still enter into
partnership to engage in c. Separate creditors of
contacts in the name of the
real estate business and H the partner-debtor
dissolved partnership if it
contributed P500,000. Is
    b. Right of dissolution

d. Pro-rata between the d. Artists  

separate creditors and the
partnership creditors.   c. Right of subrogation

  d. Right of
123. A limited partner shall
have the same rights as a indemnification
16. It is one where persons, general partner to, except:
by words spoken or written 19. May contribute money,
or by conduct, represents property or industry to a
themselves, or consents to 1/1
common fund.
another representing them
to anyone, as partners in an a. Have the partnership
existing partnership or with 1/1
books kept at the
one or more persons not principal place of
actual partners. business of the a. Limited partner
partnership, and at a
1/1 reasonable hour to
inspects and copy any of b. General partner
them.
a. Partnership by c. Both limited and
estoppel b. Have on demand true general partner
and full information of
  all things affecting the d. Both limited and
partnership, and a formal industrial partner
account of partnership
b. Partnership by
prescription affairs whenever
 
circumstances render it
just and reasonable.
c. Closed partnership 115. Is one formed by two
c. Have dissolution and or more persons having as
d. Partnership sole winding up by decree of members one or more
court. general partners and one or
more limited partners.
 
d. None of the above.
1/1
11. A group of men
pursuing a learned art as a 93. Where a partnership
common calling in the contract is rescinded on the a. General partnership
spirit of public service. ground of fraud or
misrepresentation of one of
the parties thereto, the b. Real partnership
1/1 party entitled to rescind is
entitled to, except: c. Limited partnership
a. Business
1/1 d. Partnership by
b. Service estoppel

a. Right of lien or right

c. Profession of retention 29. It is one where the life
or period of existence of
the partnership has been with general creditors, a B. Continue the business
agreed upon by the pro rata share of the with partnership property
partners. assets. on the death, retirement,
insanity, civil
102. The certificate of interdiction or
1/1 insolvency of a general
limited partnership shall
state the following, except: partner.
a. Partnership with a
fixed term C. Admit a person as a
1/1 limited partner.
b. Partnership for a
particular undertaking a. The right if given, of D. Continue the business
one or more of the with partnership property
general partners to on the death, retirement,
c. Partnership at will
priority over other insanity, civil
general partners, as to interdiction or
d. De facto partnership contributions or as to insolvency of a limited
compensation by way of partner.
  income.
54. Based on the preceding
b. The share of the problem:
126. The following are
profits or the other
allowable business
compensation by way of
transactions of a limited 0/1
income which each
partner with the
limited partner shall
partnership, except:
receive by reason of his a. D can participate in
contribution. the management of the
1/1 partnership.
c. The right, if given, of
a limited partner shall
a. To lend money to the b. D can inspect the books
receive by reason of his because he is a partner and
partnership.
contribution. therefore there is a
fiduciary relationship.
b. Receive from a
d. The right, if given, of
general partner or the
the partners to admit
partnership any payment, c. D cannot inspect the
additional limited books.
conveyance, or release
partners.
from liability if at the
time the assets of the d. D can take part in the
partnership are not 9. Without the written control of the business.
sufficient to discharge consent or ratification by
partnership liabilities to all the limited partners, a
persons not claiming as general partner or all the  
general or limited general partners, have no
partners. authority to perform any of
15. Triple G Company,
the following acts, except
Ltd. Is composed of G1,
to:
c. To transact business G2 and G3 as general
with the partnership. partners, and L as limited
1/1 partner. The firm owes C, a
d. To receive on account third person, P60,000, and
of resulting claims L, P30,000. Which is not a
A. Admit a person as a true statement?
against the partnership,
general partner
1/1 c. Choice of the public 1/1

A. If the firm owns a d. None of the above a. The right, if given, of

certain lot, L cannot the partners to admit
receive or hold such lot 14. G, L and M are additional limited
by way of mortgage, to partners in Sunrise Motor partners.
secure his claim against Trading Co., Ltd. With G
the partnership. as general , L as limited b. The right, if given, of
partner, and M as general- a general partner to
B. If the firm owns a limited partner. The firm is demand and receive
certain lot, L can receive engaged in the trading of property other than cash
or hold such lot by way used cars. M bought on in return for his
of mortgage, to secure credit in behalf of the contribution.
his claim against the partnership a certain car
partnership. for P200,000 from T.
Which statement is not c. The right, if given, of
true. one or more of the
C. If the firm has assets limited partners to
of P70,000. L cannot priority over other
receive any payment for 0/1 limited partners, as to
his claim of P30,000 contributions or as to
either from the firm or compensation by way of
from any of the three A. The partnership is income, and the nature of
general partners because bound because M as a such priority.
the firm’s remaining general-limited partner
assets would only be can perform acts of
administration. d. The right, if given, of
P40,000, which amount the remaining general
is not sufficient to pay partner or partners to
the firm’s debt to C in B. If the partnership has continue the business on
the amount of P60,000. assets of only P140,000, the death, retirement,
T can go after such civil interdiction,
D. If the firm owes C assets, and proceed insanity or insolvency of
P60,000 and has assets against G and M at a general partner.
of P70,000 including a P30,000 each for the
receivable from L in the balance of P60,000.
18. I. Q was an accountant
amount of P30,000, L in a partnership, with a
cannot obtain a release C. After their payment to yearly salary amounting to
from his liability to the T, M can go after G to 10% of the net profits for
prejudice of C since the recover the amount of the year. Thus, he is a
firm’s remaining assets P30,000 that he paid partner in the said
would only be P40,000. because among the three partnership. II. The receipt
partners. by a person of a share of
4. The latin phrase the profits of a business is
"delectus personae" means D. M is a special kind of conclusive evidence that he
limited partner who can is a partner in the business.
be held liable even for
1/1 his separate properties.
0/1
a. Choice of the person 103. The certificate of
limited partnership shall a. Only I is true
b. Choice of the people state the following, except:
b. Only II is true
 c. Both are true third party creditor of the a. Capitalist partner
old partnership
d. Both are false b. General partner
1/1
47. A, B, C and D c. Industrial partner
organized a general
a. Only I is correct
partnership with A and B d. Limited partner
as industrial partners and C
and D as capitalist b. Only II is correct
partners. C contributed 99. The change in the
P800,000 and D relation of the parties
c. Both are true
contributed P600,000 to caused by any partner
the common fund. A and B ceasing to be associated in
were appointed managing d. Both are false the carrying on, as might
partners. J applied as office be distinguished from the
assistant while K applied 128. Statement 1. In winding up of , the
as accountant of the partnership of all profits, business.
partnership. The hiring of J ownership of movables
was decided upon by A owned by the partners at 1/1
and B but was opposed by the constitution of the
C and D. Whose decision partnership remains with
shall prevail? the partner only the a. Liquidation
usufruct passing to the
partnership. Statement 2.
1/1 b. Termination
Sociedad anonima is one
where all partners are
a. The decision of A and exempted from any c. Winding up
B shall prevail because liability for the debts or
they are the managers. obligations beyond their d. Dissolution
personal contributions.
b. The decision of C and 85. In extra-judicial
D shall prevail because 0/1 liquidation, the following
they are the capitalist. will wind-up the
partnership except:
a. Both Statements are
c. The decision of C and TRUE
D because they have the 1/1
controlling interest.
b. Both Statements are
FALSE a. The managing partner
d. The decision of A and
B because it is an act of who has the controlling
ownership. c. Only Statement 1 is interest.
TRUE
96. I. In the ordinary b. The liquidating partner
course of events, the legal d. Only Statement 2 is or partners as agreed
personality of the expiring TRUE upon by all of the
partnership persists for the partners.
limited purpose of winding 51. Those who contribute
up and closing of the only their industry or labor c. The partners who have
affairs of the partnership. to the common fund. not wrongfully dissolved
II. A withdrawing partner the partnership.
is no longer liable to .a
1/1
 d. The legal 0/1 1/1
representative of the last
surviving partner who is
not insolvent. a. Industrial partner a. One or more special
partners contribute to the
capital and share in the
23. X and Y orally agreed b. Capitalist partner
profits but do not
to form a partnership. Each participate in the
contributed cash worth c. General partner management of the
P15,000 to common fund. business.
But they did not register
d. Limited partner
the partnership with the
Securities and Exchange b. The limited partners
Commission. 127. When can the are not personally liable
contributions of a limited for partnership
partner be returned, except obligations beyond their
1/1 capital contributions.

0/1
a. The partnership is c. The partnership debts
void. are paid out of the
a. On the dissolution of a common fund and the
partnership. separate properties of the
b. The partnership is limited partners.
voidable.
b. When the date
specified in the  
c. The partnership is still
certificate for its return
valid.
has arrived. d. The limited partners
may ask for the return of
d. The partnership is their capital
c. After he has given six
valid and unenforceable. contributions.
months' notice in writing
to all other members, if
78. It is one where it will no time is specified in  
exist until the purpose is the certificate, either for
accomplished. the return of the
contribution or for the 42. Those who are not
dissolution of the really partners but
1/1 partnership. represent themselves, or
consent to another or
a. Partnership with a others representing them to
d. After he has given
fixed term anyone as partners in an
nine months' notice in
existing partnership or in
writing to all other
one that is fictitious or
b. Partnership at will members, if no time is
apparent.
specified in the
certificate, either for the
c. Partnership for a return of the contribution 1/1
particular undertaking or for the dissolution of
partnership.
d. None of the above a. Real partner
 
46. Those who contribute b. Partner by estoppel
money or property or both
money and property to the 120. The following are
characteristics of a limited c. Secret partner
common fund.
partnership, except:
 d. De facto partner a. The right to manage 0/1
the operation of the
59. Those who contribute partnership.
a. Obligation to share
money or property and with the other partners
industry or both money, b. The right to have the the share of the
property and industry to partnership books kept at partnership credit which
the common fund. the principal place of they have received from
business of the an insolvent partnership
partnership, and at a debtor.
1/1 reasonable hour to
inspect and copy any of
them. b. Obligation of a
a. Industrial partners managing partner to
credit to the partnership
b. General partners c. The right to have on the payment made by a
demand true and full debtor who owes them
information of all things and the partnership.
c. Limited partners affecting the partnership,
and a formal account of
partnership affairs c. Not to engage in any
d. Capitalist- industrial
whenever circumstances busines which is of the
partners
render it just and kind in which the
reasonable. partnership is engaged.
20. The following are
disqualified to form a
d. The right to have d. Pay for damages
universal partnership,
dissolution and winding suffered by the
except one:
up by decree of court. partnership without their
fault.
1/1
10. When two or more
persons bind themselves to 91.It means the
contribute money, dissociation by a partner,
a. Brother and sister
property, or industry to a inclusive of resignation or
common fund, with the withdrawal, from the
b. Husband and wife partnership that thereby
intention of dividing the
profits among themselves. dissolves it.
c. Those guilty of
adultery or concubinage. 1/1
1/1
d. Those guilty of the
same offense, if the a. Corporation a. Dissolution
partnership is entered
into in consideration of b. Partnership b. Liquidation
the same.

c. Sole proprietorship c. Termination

124. The following are the
rights of a limited partner,
d. Cooperative d. Retirement
except:

73. The following are 68. The following are the

1/1 rights of an assignee,
obligations of partners,
except: except:

0/1
 a. To receive the profits P150,000. After exhausting 21. X and Y verbally
to which the signing partnership assets, there is entered into a partnership
partner would otherwise a balance recoverable with each of them
be entitled. from. contributing P2,000 each
and some personal
properties in the amount of
b. In case of dissolution, 1/1
the assignee may require P500 each. The partnership
contract is:
an account from the date
of liquidation. a. A and B only
1/1
c. In case of fraud in the b. A, B and C
management of the
a. Unenforceable because
partnership, the assignee c. A, B and C can get the amount involved
may avail himself of the reimbursement from A exceeds P500.00.
usual remedies provided and B
by law;
b. Void because it is not
d. B and C only a public instrument.
d. In case of dissolution,
to receive the assignor's
interest ; and 118. It is also known as c. Valid
special partner.
74. The following are the d. Void, because it is not
rights of partners, except: 1/1 registered with the SEC.

1/1 a. Managing partner 64. Who can demand true

and full information?

a. Right to ask for the b. Limited partner

dissolution of the 1/1
partnership at the proper c. Liquidating partner
time. a. Any partner
d. General partner
b. Right to have access to b. Legal representative of
and inspect and copy any deceased partner
partnership books on 106. The surname of a
Sundays and holidays. limited partner shall not
appear in the partnership c. Legal representative of
name unless: any partner under legal
c. Right to demand a disability
formal account.
1/1
d. All of the above
d. Right to associate with
another person in their a. Only I is true.
share. 53. A, B and C formed a
partnership. They
b. Only II is true. contributed P250,000 each.
61. A and B are capitalist They also agreed on equal
partners while C is an distribution of profit. After
c. Both are true.
industrial partner. Both A 5 years of operation
and B equally contributed however, C conveys her
P50,000. A contractual d. Both are false. whole interest in the
liability in favor of X was partnership to D, without
incurred in the amount of knowledge and consent of
A and B. Is the partnership b. X and Y should first a. D is not liable to E for
dissolved? exhaust all remedies to this obligation incurred
collect D. when he was not yet a
partner.
1/1
c. Z shall share the
P1,000 with his co- b. D is liable up to
a. The partnership is not partners X and Y. P50,000.
dissolved because the
assignment made by C of
d. X and Y can c. D is liable up to
his whole interest was
automatically deduct P25,000.
without the knowledge
from the capital
and consent of A and B.
contribution of Z in the d. D is liable up to
partnership their P16,667.
b. The partnership was respective shares
dissolved because the P333.33.
assignee, D 8. The following are the
automatically becomes a effects of unlawful
6. An entity created by law
new partner. partnership, except:
and given certain legal
rights and duties of a
c. It is dissolved since C human being, real or 1/1
has ceased to be a imaginary, who for the
partner because of the purpose of legal reasoning
assignment of his whole is treated more or less as a a. The contract is
interest to D. human being. voidable from the very
beginning.
d. The partnership is not 0/1
dissolved because the b. The profits shall be
conveyance of a partner's confiscated in favor of
interest in the partnership a. Natural person the government.
does not of itself
dissolve the partnership. b. Juridical person c. The instruments or
tools and proceeds of the
43. X, Y, Z are partners crime shall be forfeited
c. Normal person in favor of the
who contributed P10,000
each to the capital of the government.
partnership. D owes the d. None of the above
partnership P3,000. Z d. The contributions of
collected from D P1,000 63. A, B and C are partners the partners shall not be
before X and Y could in a partnership with each confiscated.
receive anything from D, contributing P100,000
who late became insolvent each. D is admitted as a
and therefore, they could new partner with a
not collect their shares. contribution of P50,000. At
the time of his admission,
1/1 the partnership has a pre-
existing obligation to E in
the amount of P150,000.
a. Z cannot be required
to share what he already
received from D. 1/1