Civil partnership: unregistered, it is no separate legal person

They are Articles 1448, 1449 and 1450 of the Civil Code of 2020: what a partnership contract is, what it is established for and in what form it is agreed.

People who put money, property, labour or cohabitation in common under a partnership contract governed by the Puerto Rico Civil Code.

• That the partners bind themselves to put in common their money, their movable or immovable property, their labour or their cohabitation.Verified against the official source
• That the aim be sharing the profits obtained or the purposes they have agreed.Verified against the official source
• Form: private instrument, except where immovable property is contributed, which requires a public deed.Verified against the official source
• For it to have legal personality separate from that of its partners, the partnership must be registered in the registry of legal persons.Verified against the official source

• The partnership contract in a private instrument, where no immovables are contributed.
• The public deed, where immovable property is contributed: it must record the property contributed and who contributes it.

1. 1

   Step 1: What is put in common

   Article 1448, first paragraph: money, movable or immovable property, labour or cohabitation. All four sit in the same list, separated by "or": contributing money is not required to be a partner.

2. 2

   Step 2: The word "cohabitation" is in the text

   The Code names it alongside money, property and labour, and does not define it in this article. This guide reproduces it where it stands and does not give it content the article does not.

3. 3

   Step 3: The aim may be profits or purposes

   The definition closes with "the aim of sharing the profits obtained or the purposes they have agreed". The second half of that disjunction is the one usually missed: a partnership may be formed for an agreed purpose and not only to split money.

4. 4

   Step 4: Unregistered, it is not a separate person

   Second paragraph of Article 1448: the partnership has no legal personality separate from that of its partners unless it is registered in the registry of legal persons. This is the line that decides whether there is a separate estate or not.

5. 5

   Step 5: What it is established for

   Article 1449: for the common interest of the partners. And where the contract does not express it, that interest is established according to proportionality and to the purposes for which it was created. The Code does not say proportionality to what, and this guide does not fill it in.

6. 6

   Step 6: If the partnership was criminal, the profits go to Hacienda

   Second paragraph of Article 1449: where, by its criminal nature, the dissolution of the partnership is declared, the profits produced go to the Departamento de Hacienda. The article does not say who declares it or by what procedure, and this guide does not assume.

7. 7

   Step 7: The form: private, unless immovables are in play

   Article 1450: the partnership is agreed by private instrument, except where immovable property is contributed, in which case it is constituted by public deed. Contributing a lot, a house or a premises changes the required form.

8. 8

   Step 8: What that deed must say

   The same article specifies it: it records the property contributed and who contributes it. Two data points, expressly named.

9. 9

   Step 9: What these three articles do not carry

   There is no fee, no form and no deadline; they do not say how the registry of legal persons is accessed or what registering costs; they do not define cohabitation; and they describe no procedure by which dissolution for criminal nature is declared. None of that is here, and this guide does not fill it in.

The contract runs between the partners. The public deed, where immovables are contributed, is executed before a notary. Registration, for there to be separate legal personality, goes to the registry of legal persons: the Code names it without describing its procedure or cost, and neither does this guide. Disputes between partners are decided by the Court of First Instance.

• Assuming the partnership is a separate legal person: it is one only if registered in the registry of legal persons.
• Agreeing by private instrument a partnership to which an immovable is contributed: that requires a public deed.
• Not recording in the deed the property contributed and who contributes it.
• Believing money must be contributed: the article admits property, labour or cohabitation.
• Believing a profit motive is required: the aim may be sharing the agreed purposes.
• Leaving the common interest out of the contract and being left to proportionality and the purposes of creation.
• Confusing this partnership with an LLC or a corporation, governed by other statutes.
• Assuming the profits of a partnership dissolved for criminal nature are split among the partners: the Code sends them to the Departamento de Hacienda.

These are the government pages this guide is based on.

• Poder Judicial de Puerto Rico

  Poder Judicial

  bvirtualogp.pr.gov