SYLLABUS LAW 3/LAW3A (Law on Partnership and Private Corporations) PRELIMS: LAW ON PARTNERSHIP: (Articles 1767 to 1867) Chapter

r I: General Principles Topics: 1. Concept and Definition of Partnership 2. Characteristics of Partnership 3. Essential Features of Partnership 4. Partnership, juridical personality 5. Effect of failure to comply with statutory requirements 6. Rules to determine the existence of partnership 7. Test and incidents of partnership 8. Partnership distinguished from co-ownership 9. Partnership distinguished from conjugal partnership of gains 10.Partnership distinguished from voluntary associations 11.Object/purpose of partnership 12.Effects of an unlawful partnership 13.Instances of unlawful object 14.Form of partnership contract 15.Partnership with capital of P3,000.00 or more 16.Purpose of registration 17.Acquisition or conveyance of property by partnership 18.Secret partnership and importance of giving publicity to Articles of Partnership 19.Classification of Partnership 20.Universal Partnership of All Present Property and Universal Partnership of Profits 21.Particular Partnership Chapter II. Obligations of the Partners Topics: A. Obligations of the Partner Among Themselves 1. Relations created by a contract of Partnership 2. Commencement of Partnership 3. Executory Agreement of Partnership 4. Continuation of a partnership beyond fixed term 5. Obligations with respect to contribution of property 6. Effect of failure to contribute property promised 7. Liability of partner in case of eviction 8. Liability of partner for fruits of property in case of delay 9. Appraisal of goods contributed 10.Liability of guilty partner for interest and damages 11.Obligations of industrial partner 12.Prohibition against engaging in business 13.Remedies when industrial partner engages in business 14.Extent of contribution to partnership capital 15.Obligations of capitalist partner to contribute additional capital

16.Obligations of managing partner who collects debt 17.Right of debtor to application of payment 18.Obligation of partner who receives share of partnership credit 19.Obligations of partner for damages to partnership 20.Risk of loss of things contributed 21.Responsibility of the partnership to the partners 22.Rules for distribution of profits and losses 23.Stipulation excluding partner from any share in profits or losses 24.Stipulation providing for unequal shares in profits or losses 25.Rights and liabilities with respect to management 26.Scope of power of managing partner 27.Power of two or more managing partner 28.Rules when manner of management has not been agreed upon 29.Contract of sub-partnership 30.Rights of Partners: a. b. c. d. e. f. Rights of a person associated with partners share Duty to keep partnership books Rights with respect to partnership books Access to partnership books Right of capitalist partner to engage in business Right of partner to formal account

B. Property Rights of a Partner 1. Extent of property rights of a partner 2. Nature of partners right specific partnership property 3. Nature of partners interest in the partnership 4. Effect of assignment of partners whole interest in partnership 5. Rights of assignee of partners interest 6. Remedies of separate judgment creditor of a partner C. Obligations of the Partners with Regards to Third Persons 1. Firm defined 2. Importance of having a firm name 3. Liability for inclusion of name in firm name 4. Liability for contractual obligations of the partnership 5. Stipulation against liability 6. Power of partner as agent of partnership 7. Liability of partnership for acts of partners 8. Effects of conveyance or real property of partnership 9. Effect of admission by partner 10.Effect of notice to, or knowledge of a partner of matter affecting partnership affairs 11.Solidary liability arising from partners wrongful act of breach of trust 12.Partner by estoppels and partnership by estoppels 13.Liability of existing and subsequent creditors 14.Preference of partnership creditors in partnership property Chapter III. Dissolution and Winding-up Topics: 1. Dissolution, winding up and termination defined

2. Causes of dissolution 3. Grounds for dissolution by degree of court 4. Effect of dissolution on authority of partner 5. Right of partner to contribution from co-partner 6. Authority of partners to act for the partnership 7. Power of partner to bind dissolved partnership to 3rd person 8. Effect of dissolution of partners existing liability 9. Liability of estate of deceased partner 10.Manner of winding up 11.Persons authorized to wind up 12.Right of partner to application of partnership property on dissolution 13.Rights where dissolution is not contravention of the agreement and if not 14.Right of a partner to rescind contract of partnership 15.Liquidation and distribution of assets of dissolved partnership 16.Rules in settling accounts between partners after dissolution 17.Dissolution of partnership by change in membership 18.Liability of persons continuing business of dissolved partnership 19.Rights or retiring or of estate of deceased partner when business is continued 20.Accrual of partners right to account of his interest Chapter IV. Limited Partnership Topics: 1. Concept of Limited Partnership 2. Characteristics of Limited Partnership 3. Requirements for formation of a limited partnership 4. Limited Partners Contribution 5. Effect where a limited partners name appears in the partnership name 6. Liability for false statement in certificate 7. Liability of limited partner for participating in the management of the partnership 8. Admission of additional limited partners 9. Rights, powers and liabilities of a general partner 10.Rights, powers and liabilities of a limited partner 11.Specific rights of a limited partner 12.Preferred limited partners 13.Compensation of limited partner 14.Requisites for return of limited partner 15.When return of contribution is considered a matter of right 16.Right of limited partner to cash in return for contribution 17.When limited partner may have partnership dissolved 18.Liability of limited partner to partnership 19.Liability for unpaid contribution 20.Liability of trustee 21.Requisites for waiver or compromise of liabilities 22.Liability of return of contribution lawfully received 23.Effect of change in the relation of limited partners 24.Rights of assignee of limited partner 25.Liability of substituted limited partner and assignor 26.Effect of retirement, death of a general partner 27.Right of executor of death of a limited partner 28.Rights of creditor of limited partner

29.Priority in the distribution of partnership assets 30.Share of limited partners in partnership assets 31.When certificate shall be cancelled or amended 32.Requirements for amendment and cancellation of certificate 33.Provisions for existing limited partnership MIDTERMS:

PRIVATE CORPORATIONS (Corporation Code of the Philippines BP 68) TITLE I. General Provisions Topics: 1. Scope of the Corporation Code 2. Statutory definition of Corporation 3. Corporation as an artificial personality 4. Doctrine of Piercing the Veil of Corporation Entity 5. Distinctions between partnership and corporation 6. Similarities between partnership and corporation 7. Classification of corporations 8. Incorporation of a private corporation by a special act 9. Components of a corporation 10.Power to classify shares 11.Capital stock and capital defined 12.Stock or shares of stock - defined 13.Nature of share of stock 14.Certificate of stock - defined 15.Classes of shares in general 16.Statutory restrictions regarding issuance of no par value shares 17.Kinds of Preferred shares 18.Limitations regarding the issuance of preferred shares 19.Kinds of Preferred shares 20.Founders shares 21.Redeemable Shares 22.Treasury Shares Title II. Incorporation and Organization of Private Corporation Topics: 1. Steps in the creation of a corporation 2. Steps in incorporation 3. Incorporators: number and qualifications 4. Requirement of minimum number of incorporators mandatory 5. Term of corporate existence

6. Capital stock requirement 7. Filipino ownership requirement regarding corporate capital 8. Minimum subscription and paid-up capital 9. Computation of 25% subscription requirement 10.Articles of Incorporation defined, form and contents 11.Power of stockholders or members to amend the articles of incorporation 12.Limitations of power of corporation to amend 13.Grounds when articles of incorporation or amendment may be rejected, disapproved or suspended 14.Corporate name, change and limitation upon use of corporate name 15.Commencement of corporate existence 16.De facto corporations 17.Requisites of de facto corporation 18.Bona fide attempt to incorporate 19.Corporation by estoppels 20.Effects of non-use of corporate charter and continuous inoperation of a corporation 21.Statutory requirements before and after incorporation 22.Conditions precedent and conditions subsequent explained. Title III. Board of Directors/Trustees/Officers Topics: 1. Corporate powers exercised by the Board of Directors or Trustees 2. Limitations on powers of board of directors or trustees 3. Powers exercised by board of directors or trustees as a board 4. Delegation of power of directors or trustees 5. Term of office of directors or trustees 6. Number of directors or trustees 7. Qualification of directors or trustees 8. Stock ownership requirement 9. Additional qualifications in by-laws 10.Elections of directors and trustees and the methods of voting 11.Corporate officers and agents, quorum and extent of authority 12.Disqualifications of directors, trustees or officers 13.Removal of directors or trustees 14.Filing of vacancies in the office of directors or trustees 15.Compensation of directors 16.Liability of directors, trustees or officers 17.Dealings of directors, trustees or officers with the corporation 18.Contracts between corporations with interlocking directors 19.Disloyalty of a director 20.The corporation opportunity theory 21.Executive committee

Title IV. Power of Corporations Topics: 1. Corporate powers and capacity 2. Classifications of corporate powers 3. Power to extend or shorten corporate term

4. Power to increase or decrease capital stock 5. Power to deny pre-emptive right 6. Sale or other disposition of assets 7. Power to acquire own shares 8. Trust fund Doctrine 9. Power to invest corporate funds in another corporation 10.Power to declare dividends, classes of dividends 11.Power to enter into management contract 12.Ultra vires acts of corporations Title V. By-laws Topics: 1. Meaning of by-laws, functions and adoption of by-laws 2. Contents of by-laws 3. Amendments to by-laws Title VI. Meetings Topics. 1. Kinds of meetings 2. Place and time of meeting of stockholders or members 3. Quorum in meetings 4. Regular and special meetings of directors and trustees 5. Presiding officer at meetings 6. Right to vote at meetings 7. Right to vote in general 8. Manner of voting 9. Voting in case of joint ownership of stock 10.Voting rights for treasury shares 11.Proxies, defined and limitations of proxies 12.Voting trust, powers and limitations Title VII. Stocks and Stockholders Topics: 1. Subscription contract 2. Pre-incorporation subscription 3. Consideration of stocks, sources of corporate capital and modes of issuance 4. Certificate of stock and transfer of shares 5. Issuance of stock certificates and payments 6. Rights and remedies of stockholders in general 7. Derivative suit defined and explained 8. Individual suit explained 9. Liabilities of stockholder 10.Liabilities of directors for watered stocks 11.Interest on unpaid subscription 12.Remedies to enforce payment of stock subscription and call 13.Delinquency sale 14.When sale may be questioned 15.Effect of delinquency

16.Rights of unpaid shares 17.Lost or destroyed certificates Title VIII. Corporate books and records Topics: 1. Books and records to be kept by corporations 2. Rights to inspect corporate books 3. Remedies and sanctions for enforcement of right 4. Incidents and extent of the right of inspection 5. Right to financial statements 6. Duty of board to present annual financial report FINALS: Title X. Appraisal Right Topics: 1. Instances when appraisal right available 2. How right of appraisal is exercised 3. Effect of demand and termination of right 4. When right to payment ceases 5. Liability for costs and expenses of appraisal 6. Notation on certificate right of transferee Title XI. Non-Stock Corporation Topics: 1. Non-stock corporations defined 2. Purposes of non-stock corporations 3. Members and right to vote 4. Non-transferability of membership 5. Termination of membership 6. Trustees and officers, election and terms of trustees 7. Rules in the distribution of assets 8. Plan of distribution of assets Title XII. Close Corporations Topics: 1. Definition and applicability 2. Articles of Incorporation 3. Validity of restrictions on transfer of shares 4. Issuance of transfer of stock of a close corporation in breach of qualifying conditions 5. Agreements by stockholders 6. Ehen board meeting is unnecessary or improperly held 7. Pre-emptive right in a close corporation 8. Amendment of articles of incorporation 9. Arbitration of inter-corporate deadlocks by the SEC 10.Withdrawal of stockholder or dissolution of corporation

Title XIV. Insolvency and Dissolution Topics: 1. Insolvency defined 2. Procedures for filing for insolvency under relevant laws 3. Rights of creditors and other interested parties 4. Dissolution defined 5. Methods or causes of corporate dissolution 6. Power to dissolved corporation 7. Two legal steps in corporate dissolution 8. Voluntary dissolution where no creditor affected 9. Dissolution by shortening corporate term dissolution by expiration of term 10.Dissolution by legislative act 11.Dissolution by judicial decree of forfeiture 12.Effect of insolvency of corporate existence 13.Involuntary dissolution 14.Effects of dissolution 15.Liquidation defined 16.Methods of corporate liquidation 17.Distribution of assets and prohibition against distribution of corporate assets Title XV. Foreign Corporations Topics: 1. Definitions and rights of foreign corporations 2. License and certificate of authority required of foreign corporations 3. Application to existing foreign corporations 4. Application for license 5. Resident agent of foreign corporations 6. Laws applicable to foreign corporations 7. Amendments of articles of incorporations and by-laws 8. Amendment of license 9. Effect of doing business without a license 10.Suspension/Revocation of license 11.Issuance of certificate of revocation and effects of revocation 12.Withdrawal from business 13.Kinds and availability of corporate books Other topics: Law of associations such as clubs and partnerships to carry out certain activities 1. Rights and duties of members and partners of such associations 2. Rights and third parties 3. Rules governing financial statements and prospectuses

References:

DE LEON, Hector B., (2011 Revised Edition) Law on Partnership and Corporation PARAS, Edgardo L., (2011 Revised Edition) Book V, Civil Code of the Philippines Annotated SUAREZ, Carlos B. and SUAREZ, Alexander Q., 2011, Volume 1, Pointers in Business Law SORIANO, Fidelito R., 2011 Edition, Notes in Business Law (For Accountancy Students and CPA Reviewees)