Under Philippine law, partnerships are governed by the Civil Code of the Philippines (Articles 1767-1867), and specific provisions related to the existence of a partnership are delineated under these articles, along with case law and interpretations. Determining the existence of a partnership is critical, as it affects both the rights and liabilities of individuals involved, as well as tax implications and legal responsibilities. Below is a detailed explanation of the general provisions and rules used to determine the existence of a partnership under Philippine law:

1. Definition and Nature of a Partnership

Article 1767 of the Civil Code defines a partnership as a contract where "two or more persons bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profits among themselves."
This contract creates a distinct legal personality separate from that of the partners, with the partnership entity capable of owning property, incurring obligations, and enjoying certain rights.
A partnership can exist independently of the formalities usually required for a corporation or similar business organization and is based on the intent and actions of the parties.

2. Determining the Existence of a Partnership

Determining whether a partnership exists is not solely dependent on a written agreement but can be established based on circumstances and conduct. The courts rely on certain rules to determine the existence of a partnership, even in the absence of formal documentation.

a. Intent to Form a Partnership

Intent is fundamental in establishing a partnership. Courts examine whether the parties intended to enter into a partnership, as evidenced by contributions, mutual control, and the sharing of profits and losses.
The law does not require that the agreement be in writing unless it involves the partnership property, contributions exceeding PHP 3,000, or partnership duration exceeding one year. However, the lack of a written agreement does not preclude the existence of a partnership if the intention can be inferred from the parties' conduct.

b. Contribution of Money, Property, or Industry

Partners must contribute money, property, or industry to a common fund. The contribution could be in the form of capital, assets, skills, or labor, demonstrating a commitment to the business.
Contributions differentiate partnerships from other forms of business agreements where parties might collaborate without pooling resources or sharing control.

c. Division of Profits and Losses

The division of profits (and losses, unless agreed otherwise) among parties is a hallmark of a partnership. Article 1769(4) provides that the receipt of a share of profits is prima facie evidence of partnership.
An agreement to divide profits without a corresponding responsibility to share losses, or a lack of agreement on profit-sharing, does not establish a partnership.

d. Existence of Mutual Agency

One of the most important characteristics of a partnership is mutual agency, where each partner acts as both a principal and an agent of the partnership and other partners. This agency relationship gives each partner the authority to bind the partnership within the scope of the business.
Article 1818 states that partners may bind the partnership, making mutual agency a crucial indicator. If mutual agency exists, it strongly supports the presence of a partnership.

e. Common Fund or Joint Property

The pooling of resources to create a "common fund" is a strong indicator. Partners must contribute to this fund, which is then used for the benefit of the business.
This aspect distinguishes partnerships from co-ownership arrangements where resources are not pooled or do not serve a collective commercial purpose.

f. Formalities and Documentary Evidence

The partnership agreement should ideally be in writing, especially when certain legal or practical factors, such as tax registration, arise.
Articles of partnership must be registered with the Securities and Exchange Commission (SEC) if the capital exceeds PHP 3,000. However, non-registration does not invalidate a partnership; it merely impacts its legality for tax and regulatory compliance purposes.

3. Prima Facie Evidence of Partnership

Article 1769 lays out scenarios where the presence of certain indicators can establish prima facie evidence of a partnership.
A partnership is presumed if a person receives a share of profits unless it can be shown that the profits were received in another capacity (e.g., as a loan repayment, wages, annuity, interest on a loan, or payment for the sale of goodwill).

4. Partnership by Estoppel

If parties act in such a way that they represent themselves as partners to third parties, they may be estopped from denying the existence of a partnership.
Article 1825 explains that when a person, by conduct or representation, induces others to believe in the existence of a partnership, they can be held liable as if a partnership existed, even if no formal partnership agreement is in place.

5. Legal Effects and Implications of Partnership Existence

The existence of a partnership affects liability, taxation, and the rights of the parties. Partners are jointly and severally liable for obligations incurred in the course of the partnership's business, meaning personal assets may be at risk.
Partnerships are subject to specific taxation rules under the National Internal Revenue Code (NIRC) and must register with the Bureau of Internal Revenue (BIR), file tax returns, and pay applicable taxes.
The partnership’s separate legal personality provides distinct legal standing in matters of property ownership, contracts, and liabilities.

6. Case Law Interpretations

Philippine courts have further clarified the factors indicative of a partnership. Key cases illustrate that even without a formal document, consistent profit-sharing, pooled resources, and the conduct of business with a unified purpose can establish a de facto partnership.
Courts often consider the existence of mutual agency, contributions to a common fund, and profit-sharing as decisive indicators of partnership, emphasizing substance over form.

7. Differentiation from Co-ownership

Co-ownership, as described under Article 484 of the Civil Code, differs from a partnership in that co-owners do not necessarily share profits and losses and are not mutual agents.
Partners have a legal duty to advance the partnership's interests, while co-owners are only bound to respect each other's ownership rights.
In co-ownership, each owner has an independent right to sell their interest, whereas in a partnership, a partner cannot sell their interest without the consent of other partners unless otherwise agreed.

Summary

In summary, the existence of a partnership under Philippine law is determined by assessing the intention of the parties, their contributions, profit-sharing arrangement, mutual agency, and establishment of a common fund. Philippine law adopts a broad interpretation that considers both formal agreements and circumstantial evidence to establish a partnership, with the courts emphasizing the actual conduct of the parties over strict formalities. Partnerships are thus recognized if the essential characteristics are present, impacting both their legal and tax obligations.