In short, this is the very nature of joint ventures in the Philippines. The partners must embody the terms of their relationship in the partnership agreement and, upon SEC approval, the partnership acquires separate and separate legal personality from the company`s partners [Hector S. de Leon, The Corporation Code of the Philippines Annotated 46, Rex Printing Company, Inc., 2002]. 2. Each of the partner undertakings, with its private ownership, would be liable to the creditors of the Joint Undertaking beyond its contributions to the Joint Undertaking. However, it should be noted that such a joint venture may be registered in partnership, provided that “the legal concept of a joint venture is of common law origin. It does not have a precise legal definition, but it has generally been considered an organization created for temporary purposes. It is difficult to distinguish the partnership, because its elements are similar – community of interests in business, sharing of profits and losses and right of mutual control. The main difference in most common law jurisprudence is that the partnership envisages a general activity with some degree of continuity, whereas the joint venture is created for the execution of a single transaction and is therefore temporary. This finding is not entirely accurate in that case-law, since under the Civil Code a partnership may be particular or universal and a particular partnership may have as its object a particular enterprise. It therefore appears that under Philippine law, a joint venture is a form of partnership and should therefore be subject to partnership law. « 3.
The articles of association of the partnership must provide that all the partners are jointly and severally liable and liable for all the obligations of the company. [SEC Opinion of 29 February 1980] Since a joint venture is a particular partnership, it would have the following characteristics: the Philippine Supreme Court has described a joint venture as an association of persons or companies that jointly make a commercial enterprise; Generally speaking, all assets contribute to and share the risks that a community of interests entails in the execution of the object, a right to direct and regulate policy in this context, and an obligation that can be modified by an agreement to participate in both profits and losses. . . .