BISTRO ROMANO

The book of the Civil Code of the Philippines, Article 1767 defines partnership as a contract whereby 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. It may be formed to engage in lawful trade, business, or practice of profession, whether small, medium, or large scale, and it may be one of service, trading, or manufacturing concern. Its primary purpose is to generate profits and divide the same among the partners in accordance with the partnership agreement or the provisions of law, or whatever the case may be. Our Corporation code defines corporation as an artificial being created by the operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incidence to its existence. CASE QUESTIONS AND ANSWERS: 1. What are the differences between a partnership and a corporation? Answer: Partnership and Corporation are distinguished in the following aspects: Partnership 1 Ownership 2 Life Liabilities up to extent of 3 Personal Assets 4 Creation 5 Juridical personality non-transferrable Limited Yes mere agreement Yes *Moment of execution of the contract of partnerhip Corporation transferrable Unlimited No operation of law Yes *Upon issuance by SEC the certificate of incorporation

2. Can a partnership with a foreigner as partner can acquire a land?

Answer: Yes, for as long as it is formed under the Philippine laws, and the partnership is a juridical entity like a corporation. 3. What is the extent of the liability of the partners in a partnership for partnership debts and of stockholders in a corporation for corporate obligations? Answer: In partnership, the extent is up to the personal assets of the partners while in the corporation, the personal assets of the stockholders cannot be held to satisfy the obligations of the corporation. 4. How are profits and losses distributed in partnership? In a corporation? Answer: In partnership, the Civil Code states that, a partner shares in the profits or losses in accordance with the partnership agreement. In case of failure to provide distribution of profits or losses, the provisions of the existing law shall apply. Distribution of profits or losses may be on the basis of the agreements entered into between partners such as equal, on a capital ratio, or other bases. IF the agreement specifies profit distribution only but remains silent regarding losses, losses are share in the same manner as profits.

SUPERBODEGA 1. Should the Superbodega be stock or non stock? What would be the advantages and disadvantages? Answers: The Superbodega should be a stock corporation. Its advantages are: