Comprehensive practitioner-style guide as of 2025. Informational only; not legal advice.

1) Big picture

When money is pooled among relatives, friends, or business associates—whether to buy property, trade goods, run a store, flip real estate, or invest in a venture—disputes often center on unpaid profit shares and lack of accounting. Your strategy depends on what the relationship legally is (co-ownership, partnership/joint venture, corporation, or a bare investment/agency). From there flow your rights (accounting, inspection, distribution), causes of action (specific performance, accounting, damages, partition/dissolution), forum, evidence, and deadlines.

2) First diagnose the legal relationship

A) Co-ownership (Civil Code)

Exists when two or more persons own a thing or right together (e.g., titled land under multiple names; a vehicle; a bank/investment account).
Each co-owner has ideal shares and rights to benefits and fruits proportionate to their share, subject to agreements.
Management usually by consent of all; use must not prejudice others. Profits from the thing (rent, harvest, sale proceeds) are divided pro rata.

B) Partnership / Joint Venture

Partnership: two or more persons bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing profits. Can be oral or written, de facto or de jure.
Joint venture: usually a limited/specific undertaking, treated as a kind of partnership.
Partners owe each other fiduciary duties, must account for any benefits and deliver profits per agreement (or pro rata if none).
If a managing partner handles funds, they must keep books, allow inspection, and render a true account.

C) Corporation / One-Person Corporation

Profit rights come as dividends declared by the board, or distributions upon liquidation.
Disputes among stockholders/officers are intra-corporate and go to Special Commercial Courts (RTC).

D) Agency / Investment Mandate

You entrust funds to a person to invest or run deals on your behalf. Agent must render an accounting and deliver proceeds; secret profits are held in constructive trust for the principal.

Why this matters: The cause of action, forum, remedies, and prescription differ depending on which box you’re in.

3) Your core rights across structures

Accounting & inspection of books, ledgers, contracts, bank statements, sales records.
Delivery of due profits (specific performance) with legal interest on sums wrongfully withheld.
Damages for delay, bad-faith retention, or diversion.
Partition (for co-ownership) or dissolution & liquidation (for partnerships), with appointment of a receiver if needed.
Injunction to stop dissipation of assets; asset preservation/freezing in proper cases.
Constructive trust and reconveyance if someone secretly appropriated profits/opportunities.

4) Choosing the right cause(s) of action

Co-ownership

Acción de rendición de cuentas (accounting), delivery of fruits/profits, partition if the relationship is no longer workable.
If a co-owner sold or appropriated common property without authority: annulment/rescission of unauthorized acts and damages.

Partnership / Joint Venture

Accounting and dissolution, specific performance for unpaid shares, removal of managing partner, damages.
If a partner diverted deals or took secret profits: disgorgement under fiduciary duty rules.

Corporation

Intra-corporate complaint for inspection of corporate books, accounting, declaration of dividends (when appropriate), derivative suit against erring directors/officers who misappropriated corporate opportunities or profits.

Agency / Investment

Accounting, delivery of net proceeds, rescission, damages, constructive trust over misappropriated funds.

Criminal overlays (use carefully; facts-driven)

Estafa (misappropriation/embezzlement) if funds entrusted for a specific purpose were converted;
BP 22 for issued bounced checks;
Cybercrime if digital deception/forgery occurred. (Criminal cases are independent of civil recovery; standards and defenses differ.)

5) Venue, jurisdiction & what court you go to

Amount matters. As a rule of thumb:
- First Level Courts (MeTC/MTC/MCTC): monetary claims up to ₱2,000,000 (exclusive of interest, damages, attorney’s fees).
- Regional Trial Courts (RTC): claims over ₱2,000,000, plus actions incapable of pecuniary estimation (e.g., accounting + dissolution/partition), and property actions beyond first-level thresholds.
Intra-corporate disputes: RTC – Special Commercial Court in designated stations.
Arbitration clause? If your agreement has arbitration/mediation, courts may refer you to ADR and issue interim measures while arbitration proceeds.
Barangay conciliation first? Required if all parties are natural persons residing in the same city/municipality and the dispute is not otherwise exempt (e.g., corporate party involved, or urgent relief). Skipping this when required can dismiss your case without prejudice.

6) Prescription (deadlines to sue)

Written contract (e.g., partnership agreement, investment contract): generally 10 years.
Oral contract and quasi-contract (unjust enrichment/accounting without written terms): generally 6 years.
Injury to rights / tort: 4 years.
Constructive trust / reconveyance: jurisprudence is nuanced; commonly 10 years from discovery/registration of the wrongful holding, but strategy may argue ** imprescriptibility while trust subsists**—this is highly fact-specific.
Corporate derivative actions: act promptly upon discovery; laches can bar relief even if a statute is generous.

To be safe, demand early in writing to stop the “it was never due” argument and to trigger interest.

7) Interest & monetary add-ons

Legal interest on liquidated sums from judicial or extrajudicial demand until full payment (commonly 6% per annum).
Attorney’s fees & damages may be awarded in cases of bad faith or where you were compelled to litigate to recover clearly due amounts.

8) Step-by-step playbook (civil route)

Collect & map the facts
- Who contributed what? When? What were promised profit splits? What was actually earned?
- Identify the legal box (co-ownership vs partnership vs corporate vs agency).
Evidence build (see §10) and profit computation (see §9).
Make a formal written demand
- Ask for (a) accounting with supporting documents, and (b) payment of your computed share within a clear deadline.
- Offer inspection times and secure acknowledgment of receipt.
Barangay conciliation (if applicable)
- File a Complaint with the Punong Barangay; mediation → conciliation; if no settlement, get a Certification to File Action.
File suit
- Cause(s): Accounting; specific performance; damages; dissolution/partition; receivership (if assets in peril).
- Provisional relief:
  - Preliminary injunction to stop transfers;
  - Receivership or asset preservation if dissipation risk is high;
  - Pre-judgment attachment if statutory grounds (e.g., fraud) exist and you can post bond.
Discovery & inspection
- Subpoena books, bank records, contracts; depose key persons; consider forensic accounting.
Judgment & enforcement
- Garnish bank accounts, levy assets, annotate liens.
- For partnerships, implement dissolution/liquidation plan; for co-ownership, partition/sale then distribute.

9) Profit computation frameworks (quick reference)

Co-ownership (rent/sale):
- Net distributable = Gross receipts − authorized expenses (taxes, maintenance, agreed management fee).
- Your share = Net distributable × your % share.
Partnership/joint venture:
- Follow the agreement. If silent: pro rata by capital contribution (industry partner’s share per agreement or equity).
- Deduct allowable expenses actually incurred for the business, not personal items.
Agency/investment:
- Principal gets net proceeds per mandate; agent may get agreed commission. Secret profits → 100% disgorged.
Corporation:
- No automatic “profit share” unless dividends are declared. If profits were siphoned by insiders, corporate recovery first (derivative remedy), then stockholders benefit indirectly.

10) Evidence that wins (and who bears the burden)

Agreement: partnership terms, profit-sharing emails/chats, term sheets, messages acknowledging your share.
Contributions: deposit slips, fund transfer records, receipts, inventory logs, title annotations, capital call acknowledgments.
Operations: invoices, sales reports, POS/Z-readings, purchase orders, delivery receipts, tenancy contracts (if rental), bank statements, tax filings (VAT/ITR), official receipts.
Distributions: prior payouts, ledgers, computations, screenshots of e-wallet payments.
Bad faith: diversion traces (beneficial accounts, related-party deals), omitted invoices, side-ledgers, “cash only” patterns.
Corporate: GIS, minutes, board resolutions, audited FS, general journal/ledger, stock & transfer book.

Burden: The managing/co-owner/partner/agent controlling the books bears a strong duty to account. Courts resolve evidentiary doubts against the party who wrongfully withholds records.

11) Special scenarios & tailored remedies

Family co-ownership of rental property: Seek accounting + delivery of rents, then partition if trust is broken. If one sibling made major repairs, expect reimbursement/offsets.
Real-estate flip joint venture: Secure escrow for sale proceeds; if one partner pockets the net, sue for accounting + delivery, and annotate lis pendens if unsold.
Trading pool (import/resell): If manager mixes funds, ask court for receivership to preserve inventory and forensic audit.
Crypto/forex pooled “investment”: Beware securities-law issues; recovery may include rescission and disgorgement of illegal solicitations, on top of civil claims.
Corporation with controlling insider: Use books-inspection and derivative action for corporate recovery, plus injunction against further dissipation.
Silent partner: Still entitled to accounting and profits per agreement; silence doesn’t waive rights absent clear proof.

12) Tax & compliance notes (don’t ignore)

Income tax on your distributive share is yours to report; partnerships/corporations have withholding/reporting duties.
Documentary stamp tax may apply to certain instruments (e.g., partnership articles, assignments).
Receipts/ORs for distributions or settlement payments help downstream compliance and support deductibility for the paying entity.

13) Settlement strategies (often fastest)

Independent appraisal or forensic review → mediated split.
Buy-out of your share at fair value with payment schedule and security (post-dated checks backed by consent-to-garnish; chattel/mortgage; escrow).
Standstill + monitored distributions to clear backlogs over time.
ADR clause in the settlement with default remedies pre-agreed.

14) Templates (quick starters)

A) Demand for Accounting and Payment (Co-Ownership/Partnership)

Subject: Demand for Accounting and Delivery of Profit Share Dear [Name], I contributed [amount/asset] on [date] to our [co-ownership/partnership/joint venture] regarding [project], with a [__%] profit share. Please provide within 10 days a full accounting (sales, expenses, bank statements) from [period] and deliver my computed share of ₱[amount] (see attached computation). Absent compliance, I will file for accounting, specific performance, damages, and provisional relief. Sincerely, [Name]

B) Complaint—Prayer (sample structure)

Causes: Accounting; Specific Performance (Delivery of Profits); Damages; Dissolution/Partition; Receivership/Injunction.
Reliefs: (1) Order to render complete accounting with supporting books; (2) Judgment for ₱[amount] plus 6% p.a. interest from [demand date]; (3) Appointment of receiver/injunction; (4) Attorney’s fees & costs; (5) Other just reliefs.

C) For corporations (stockholder)

Please take notice of my demand to inspect corporate books and records under law, including FS, GL, SL, bank statements, minutes, and STB, and to obtain copies at my expense. Failure will prompt an intra-corporate action.

15) Common defenses you’ll face (and counters)

“There were no profits.” → Demand source docs; if books are withheld, seek court adverse inference and forensic audit.
“You’re not a partner.” → Show contribution + intent to share profits (even if oral). Prior payouts and messages acknowledging your share are powerful.
“Expenses ate the profits.” → Challenge unsupported or personal expenses; require receipts and business nexus.
“Time-barred.” → Point to written terms (10 years); argue continuing/recurring obligation or trust where facts support it.
“Arbitration required.” → Prepare to compel arbitration but seek interim measures in court to preserve assets.

16) Practical checklists

For the claimant

Identify relationship (co-ownership/partnership/corporate/agency).
Gather contracts, chats/emails, deposit proofs, ORs, bank statements.
Draft computation of your share + interest from demand.
Send written demand; preserve delivery proof.
Barangay conciliation (if required).
Choose forum & provisional remedies; prepare affidavits and exhibits.

For the managing party (to avoid liability)

Keep accurate books; separate business vs personal accounts.
Make periodic distributions or explanations; secure approvals.
Disclose conflicts and related-party deals; get written consent.
Honor inspection requests; offer data room access.

17) FAQs

Q1: We never signed anything—can I still recover? Yes. Partnerships can be oral, and co-ownership arises by conduct. Your contribution and profit-sharing intent can be proven by documents and behavior.

Q2: Can I go straight to court without demanding first? You can, but a prior written demand is best to (a) show bad faith, (b) start interest, and (c) streamline issues.

Q3: Can I freeze the bank account? Courts may issue injunction/receivership/attachment if you show specific risks (dissipation/fraud) and post a bond.

Q4: What if I only want out? Seek partition (co-ownership) or dissolution & liquidation (partnership) or a buy-out at fair value.

Q5: The venture is inside a corporation; can I sue personally for my “profit share”? Typically you pursue corporate remedies (inspection, dividends, derivative suit). Personal suits for “profit share” bypassing corporate form are limited.

18) Key takeaways

Start by classifying the relationship; everything else follows.
Use accounting + specific performance as your main civil tools; add partition/dissolution if trust has broken down.
Mind jurisdiction thresholds, barangay conciliation, and prescription.
Paper your demand and prepare a clean computation—these drive settlement.
Consider interim court protection (injunction/receivership) if assets are at risk.

If you share your setup (who contributed what, any written terms, the asset/venture involved, and where the parties reside), I can draft a tailored demand letter, a profit computation sheet, and a complaint outline you can use right away.