Professional Documents
Culture Documents
1. manner of creation
2. number of incorporators
3. commencement of juridical
personality
4. powers
5. management
6. effect of mismanagement
7. right of succession
8. extent of liability to third
persons
9. transferability of interest
PARTNERSHIP
Created by mere agreement of
the parties (Art. 1787)
May be organized by only two
persons (Art. 1767)
From moment of execution of
contract of partnership (Art.
1784)
Exercise any power
authorized by the partners
provided it is not contrary to
law, morals, good customs,
public order or public policy
(Art. 1306)
When not agreed, every
partner is an agent of the
partnership (Art. 1803).
A partner can sue a co-partner
who mismanages (Art. 1794,
1806, 1809).
A partner has no right of
succession (Arts. 1828-1831,
1860)
Partners (except limited
partners) are liable personally
and subsidiarily (sometimes
solidarily) for partnership
debts to third persons (Art.
1816, 1822-1824).
Partner cannot transfer his
interest in partnership so as to
make the transferee a partner
without the consent of all
existing partners (Art. 1767,
1804)
Any period stipulated by
partners (Art. 1767, 1785)
12. dissolution
CORPORATION
Created by law or by operation
of law (Sec. 2, BP 68)
Requires at least five persons
(except sole proprietorship)
(Sec. 10, BP 68)
From date of issuance of
certificate of incorporation by
the SEC (Sec. 19, BP 68)
Exercise powers only
expressly granted by law or
implied from those granted or
incident to its existence (Sec.
2, 36, BP 68)
Vested in board of directors or
trustees (Sec. 23, BP 68).
A suit a against a member of
the BOD or BOT who
mismanages must be in the
name of the corporation (Sec.
23, BP 68)
Has right of succession (Sec.
2, BP 68)
Stockholders are liable only to
the extent of the shares
subscribed by them (Sec. 64,
37, BP 68)
Stockholders have a general
right to transfer shares without
the prior consent of the other
stockholders because a corp.
is not based on this
principle(Sec.63 , BP 68)
Not exceeding 50 yrs.
extendible to not more than 50
years in any one instance
(Sec. 11, BP 68)
Any name as long as not
similar or same to any
registered firm name (Sec. 18,
BP 68)
Consent of the state needed
(Sec. 117-122, BP 68)
Corporation code
sovereign power and which by fiction of law is given the status of a corporation
or;
(b2) Corporation by estoppel or one which in reality is not a
corporation, either de jure or de facto, because it I so defectively formed, but is
considered a corporation in relation to those only who, by reason of their acts or
admissions, are precluded from asserting that it is not a corporation. This legal
assumption is not good, however, as against the State but may arise only for
purposes of private litigation