In 2019, Tom, Orly, Patrick, Gene, Ula and Nicolo formed a partnersip to operate a circus the called TOP GUN Amusement Enterprises. They provide entertainment services to children of soldiers who have suffered from trauma for losing thier soldier-parent to war.

Tom and Orly jointly owns in equal share an office building located in Taal Batangas which they contributed as headquarters of the company worth PhP 5 million. Orly, in addition contributed an additional amount of PhP 2 million in the company.

Patrick, on the other hand, agreed to contribute his professional services as a former clown for more than 15 years. His services was agreed upon by the partners to have a value of PhP 1 million annually. He was also unanimously appointed by all partners as the managing partner

Gene, Ula and Nicolo contributed PhP 6 million each although Nicolo was able to complete his contribution by contributing additional 2 million two years after the formation of the partnership.

For the first year, the partners did not agree on the distribution of income not knowing how the business will perform on its first year. For the succeeding year, the income will be distributed equally.

From the accumulated capital contributions, Patrick decided to procure the following:

• 2 trucks which ware used to transport circus equipment
• 2 pairs of elephants
• 2 pairs of giraffe
• 1 hectare of farm land in Taal Batangas to house the circus animals

Without informing the other partners, Patrick also purchased a service vehicle which was used as transportation vehicle of circus performers and were occassionally rented out for PhP 5,000/day for other tours. In 2019, Patrick used the car to tour Ilocos for 20 days

During the first year of operations of the partnership, the following transactions took place:

1. Rental income of trucks in the amount of PhP 100,000;
2. Rental income of the service vehicle in the amount of PhP 60,000;
3. Sale of the 1 calf of the elephant in the amount of PhP 50,000;
4. A beach resort was purchased from the personal funds of Patrick; and,
5. PhP 2 million pesos net income exclusively from the entertainment they provided.

The operational cost of the entire business for the first year is PhP 500,000.

In 2020, due to the pandemic, TOP GUN Amusement Enterprises encountered a slowdown in its transactions. As a result, Patrick declared that the company did not get any income. Patrick showed the tax declaration of the company as evidence of the performace of the company.

Nicolo was surprised with the declaration of Patrick and was not satisfied with his explanation. He demanded a total accounting of the operations of the company.

Patrick informed Nicolo and the partners that a total accounting of the company will cost PhP 100,000.00. If he accedes to the demand of Nicolo, the company will register a loss which he does not want. He justified that an additional expense like this has no place in a company which is struggling to stay afloat. He therefore denied the demand.

Seeing that that TOP GUN Amusement Services will also suffer the same fate in 2021, Patrick asked Bianca, who is a close friend of Tony and Mariel, to represent the company in purchasing shares of stock in Village Broadcasting Network, a new holder of franchise owned by Tony and Mariel, to diversify their income. Bianca, a known socialite herself, has a net worth value of PhP 2 million.

Bianca committed to buy from Village Broadcasting Company shares of stock in the amount of PhP 50 million.

In January 2021, seeing the business savvy of Patrick in the middle of the pandemic, Sebastian decided to invest to TOP GUN Amusement Enterprises in the amount of PhP 6 million. Patrick proposed the inclusion of Sebastian in the partnership. All the partners agreed.

Patrick seeing additional business prospects in the horizon, decided to enter into a PhP 31 million loan from Solid SouthNorth Rural Bank. The loan was approved in April 2021.

In June 2021, Taal Volcano exploded which wiped out the office building and covered the farm land of TOP GUN Amusement Partnership. Only the service vehicle that was used to evacuate all the employees of the company was save. All the other properties were destroyed.

Despite this, Patrick remained adamant that the company will survive the challenges and decided to recruit additional investors. They were able to convince Peter, Steven and Wanda to invest 6 million each.

1. With all the above facts, I asked you to dissolve the company. How would you proceed in the dissolution of the company?