BLAW = law on business organizations
farm
beam
business
on
organizations
Business Laws and Regulations
Laws
•
governing Corporation (
Laws
•
Partnership
*
Corporation
*
code
11232
in
2019
Revised
=
)
law
of
amended
was
RA
Part I
provisions
same
Part I
/ amendments
changes
no
)
Partnership (
governing
Corporation
code
PARTNERSHIP
contract
BOOK
*
of
5
/ Association / Club
Organization
Civil
the
can
:
KINDS
1.
Natural
2.
Artificial
Jfiridical
'
non
-
*
from
both natural
G
person
artificial
are
two
possible ?
it
kinds
of
persons
partnership / corporations
human ;
of laws
allows
non
forming
/ juridical
-
Principle
them
form
can
to do
humans
natural
like
persons
personality
gives
separate
there
is
beings
by operation
*
because
,
?
PERSONS
OF
human
/
Civil Law
the
business
to
engage
Yes
TWO
of
Code
contracts
special
*
contracts
special
G separate personality
distinct
of
personality / persons
separate
illustrations :
A. B
C
,
D
,
=
natural
✗
organized
Can ✗
A. B. C
can
,
inc
D
.
die
A. B. c.
D
Inc
.
M.NO
owners
sell
=
organized
persons involve
Persons
of the
of
the
properties ?
borrowed
,
inc
b-
No
still
is
Of
g
principle
of distinct
& separate
person
have
separate personality
owners
not
are
a
they
,
they
,
it
,
No because
?
( creditor)
Y
B
new
C
,
,
( w/
partnership
in the
new
Yes
?
property
10K from
2
persons
=
.
acquires property
( debtor )
✗
e.
persons
D
✗
partnership
partnership
?
M
,
not
are
inc
)
M
?
N
debtors
,
0
.
✗
N
,
inc
,
,
0
,
G Y
Xiao
5
4
personality
PRINCIPLE OF LEGAL FICTION
results
PARTNERSHIP
personality
gives
the law
to
principle
:
bilateral ;
consensual ; onerous ;
=
distinct and
of
separate personality
principal
; Nominate
contract
REQUISITE
1-
There
2. two
or
contract
accordance
must
be
more
persons / parties
in
called
are
law
with
property
,
partners
=
Property
accept foreign
can
movable
*
4-
service ,
=
Common Funds
=
=
5.
6-
for Profit
=
Partnership
NOTE
:
it
can
skills
business
organize
partnership
pen
,
what
Why
money
as
,
earn
,
capital
is the
purpose of
partnership ?
/ companies
But
.
not
is
but it
yours
property
to
,
or
of
a
Profit
refuse
is
TO A
in
by
partnership
owned
PARTNERSHIP
business
to
refuse to accept
profit
generate
profession
contract
can
cannot
industry
Partnership engage
profit
they
; trees
IT WILL RESULT
Contract
partnership formed ? Contract
will the
partnership commence ? Upon
is the ROI
of partners ? Profit
?
partnership is organized Profit
what
money
work
,
How does
when
public policy
desktop
,
partnership
MET
ARE
to exercise
?
building
Partners
.
is
lawful activities
for
to
tender
it
( dividends)
partners
REQUISITE
for
used
be
organized
for business
How to
laptop
=
profession
,
/ must
among
must be
PARTNERSHIP
( personal )
because
currencies
house ;
=
from the contribution of
divide
IF ALL THE
Real )
contributed to the
What you
Industry
•
(
immovable
=
order,
public
capital
=
foreign currencies because of legal
legal tender ( Philippine Peso)
•
customs,
industry
or
,
technical term
Money
good
,
funds
common
•
moral
,
partners
contribute money
to
3. Agree
valid
be a
they
=
Partnership
OF PARTNERSHIP :
must
=
of
the
accept
the
ILLUSTRATION :
1.
Boyet
Bobet
,
equally
.
Brothers
:
Partnership
Not
they
=
2
.
money
contract
There is
deceased
parents
.
Rental
:
monthly
30k divided
income
there's
contract
no
of
partnership
there
;
is
contribution
no
of money
,
property
industry
or
.
but
Not
to
-
CO
owner
OWNERSHIP
-
to contribute
=
=
book
the
) Yes
buy
to
money
lotto ticket
a
partnership
There
is
They
are
are
legally
married
winning they
Whatever
.
will
divide the
partners
are
in
because
life
partners
they
bound
is
intended
not
marriage
,
all money
,
for
properties
business
are
purposes
put together
under the
Article
contract of marriage
by
and not
contract
of
partnership
.
1767 ; but
created
.
they
are
partners
under the law
on
property relationship
bet
.
spouses
Law on Property Relationship between Spouses
properties before
/
and
during marriage
1. ABSOLUTE COMMUNITY
properties
put together
are
before and
during marriage
2. COMPLETE SEPARATION
all
during marriage owned separately by
before and
properties
spouses
3. CONJUGAL PARTNERSHIP
properties
*
*
*
RULE
1
marriage
before
owned
by
husband
owned by
owned
by
wife
=
both
=
=
owned
separately
but
during marriage
are
owned by spouses
capital property
paraphernal property
conjugal
:
Pre
-
*
nuptial
Once
agreement
agreed upon
depend
on
agreement
their
before
marriage
cannot
change
,
the
property relationship
RULE 2 !
→
NO
Pre
-
nuptial Agreement
=
In absence
The
profit
personality organized /
artificial / Juridical
not
Upon
.
met
.
for the family expenses and not for
is
no
They
.
They
.
requisites are
contribution of money
all the
the
because
legal spouses
family expenses
because
,
partnership
are
contribution
→
they
apartment
co
no
G Betty
to meet the
=
from their
.
=
Bobet
because
the
just
are
=(According
3-
inherited
.
not ?
or
9 Boyet agreed
Bobet
apartment They
an
.
inherited
just
owned
partnership
a
valid
NO
=
They
.
Malik
,
Absolute
Community
( governing property relationship)
.
despite
operate
*
profit
confiscated
unlawful
*
RULE :
All
sign
*
the income
contribution
of
generate
Presumption
Prima Facie
2.
Conclusive
producing / manufacturing
for
needed
not
9
partnership
Yes ,
to
judgment /
Presumption
Presumption
Formalities
by
government
the
personality
have
personality
acquire
=
/
reba table
very
=
conclusion
questionable ; doubtful
sure
OF PARTNERSHIP
FORMALITIES IN CONTRACT
→
activities
unlawful
PRESUMPTION
making
1-
used
profit
of
=
Yes
=
=
is
2 KINDS OF
*
confiscated
used for the unlawful activities will be confiscated
contribution
no
but
be
personality acquired
no
=
will
NO
=
materials
the
equipment
,
contract
After
→
activities
delivery
→
only
land
of
part
,
it
=
materials
equipment ,
,
building
office,
*
personality
lack of
necessary ?
are
No
signing
RULE :
FORMALITIES
NO
ARE
REQUIRED
(
*
contract
Written
/
always
=
necessary
for
1.
it
be
should
Contribution of 73,000
=
=
2.
1952
,
F- 3,000
is
should be
=
it
=
be
could
g.
buying
=
*
Partners
of
is T
Partnership / Articles
74 / day
.
when
contract
=
min
.
civil
the
f-
wage
code
of
120 /
made
was
be
public
instrument
a
of
be
partnership
or
Articles
of partnership
instrument
duly notarized
property
of sale
(owner
)
go to
registry
of deeds
→
to
issue
new
title
now
Partnership
Partnership )
mon
Public Instruments)
public
should
deeds
.
Go
to
)
written
objects
( real )
1 Contract of
properties (
instrument :
or
necessary
amount
should
e.
oral
be
written
written
*
peso
huge
a
immovable
of
contribution
of
the value
are
more
or
building)
can
GENERAL RULE
Formalities
written ;
(
/ immovable
(personal)
EXCEPTION TO THE
*
)
car
movable
( IT
PARTNERSHIP
IN
registry
of deeds
for
transfer
of
the title
.
enough
.
to have
simple
life
Limited
3.
Partnership
Certificate of
Partnership
limited
recorded
G Exchange
Securities
in
Commission
ILLUSTRATIONS :
*
Bobet
Is
Bo yet
,
there
.
Ik of Bobet
*
Bobet
Bo yet
,
:
→
Partnership
FIK
need For
written ?
.
Is there
a
*
Ordinarily
It could be
therefore,
,
it could be oral
,
In
.
notarized)
private ( not
orally
each
but
,
Office
value
of
Boyet 's contribution
of
=
space
F- 1,500
.
Orally agreed
form
to
a
partnership
.
must
be
done
in
written
( immovable )
to
form
partnership
a
.
Later
on
,
the
partnership
has
1M
is
the
.
NO
2K which
not
it
,
)
& public ( duly
the
than
to change
written
is
less
is
necessary
cases
some
office space
.
agreed
orally
,
only contributed
Partners
partnership
*
done
partnership formed
no
,
Bo yet
,
No
can be
therefore there is
F- 1,000
=
partnership ?
a
the
Bobet
Partnership
=
into
3k
a
( stated
in the
written contract
exception)
.
The IM
profit
of
.
.
instrument
notarized
.
( classification)
KINDS OF PARTNERSHIP
entity
1
1
.
Partnership
3.
De facto
limited
Partnership
general partners
general
=
term
→
combination
with
term
fixed
/ period w/
=
*
if the
term
a
for
its
objective
its exist
period
of
agreed
upon
its existence
is
limited
general
of
definite term
term 1
=
/
general
or
=
*
I
at least
no
=
partners
and limited
→
at will
at will
w/
Partnership
Limited
all
period
term /
a
Partnership
Particular
Or
=
with
or
jure
or De
or
General
2.
at will
Universal
General
ENTITY
partnership
limited
or
2.
4.
AN
Partnership
=
General
'
AS
G
partners
limited
/ period
existence
/ period
or
partners
on the
agreement only)
to exist
achieved
purposes
indicated
( depends
(Articles
in
the
of
contract of
Partnership)
partnership ( if
( how long )
illustration :
→
+
if company reaches 50M
selling
real estate
.
profit
=
W/
Stated that after selling
a
term
100
or
properties
period
=
end of
partnership
:
w/
a
term
or
period
written);
Depends
on
oral
agreement ( if
oral
)
the
3.
De facto
jure
De
(
*
)
De
or
operate
De¥
↳ to protect the
long
as
can
Universal
Universal
→
/ not
requirements
all
good faith
in
as
Particular
or
some
.
( not enforceable
met
are
all
partners
whether
in bad
faith
)
good / bad
)
faith
'
9 enforceable ( for good faith only )
valid
people / parties
innocent
4.
with
operates
=
( geniune ; binding
legal requirements 9 requisites
to all
complied
:
De facto
defected
jure
Partnership
:
UNIVERSAL PARTNERSHIP
PARTS OF
2
When
when
partners
=
future
*
:
fruits
contribution
to the
some
contribution of
some
(income)
fruits of
(future 9 present
all the
partnership
/ after
future time
entering
properties
Center)
partnership
of
civil
,
Principal
the
(present
of the
future { present) properties
the
of
accessory follows
The
of
=
to the time
,
*
=
refers
all the
natural industrial
:
all the
contribute
present referring
*
particular
contribute
partners
income
properties
/ fruits
of
properties
some
ILLUSTRATION :
Bobet,
organized
Poyet
Partnership
universal
Who
.
entering
After
.
and lot
the House
owns
hand Conly
Bobet has 2
.
,
=
property)
,
equipment (only
Bo yet
property) Universal
.
or
Particular
partnership
?
PARTNERSHIP
organized Bini
Bobet Boyet
Bobet
.
UNIVERSAL
=
→
Bina
properties
to the
and the
9
farm
-
pond
fish
.
Bo yet
Bobet acquires
partnership
,
9 Equipment Agreed
Business establishment
=
House
.
lot Bo yet acquires
n
,
a truck
to
have
.
truck ?
,
Rule :
←[
*
If they
agree to have Universal
will be included
properties
Bobet
,
✗
Boyet
donation from
=
*
Future
is
,
.
present / existing
only
future 4 present properties
Who
owns
the
House
G Lot
by partners because they
agreement
from
covers
.
properties &
not
future
properties
acquired
House
n
Unless
.
agreed
,
future
.
for contribution
properties
Partnership it
to include
.
present
Owned
Even there
included
his
inc
respectively
and Bo yet
Owned by Bobet
=
to include
the
,
After Entering
.
and the
did not
future
,
Bobet
lot
by
succession
-
.
Boyet
car
car?
acquire
properties
,
it
but
by themselves
,
but rather
from
properties
by
inheritance
,
inheritance and donation
donation
,
and
legacy
are
not
.
partners
from donation
,
inheritance
,
is not
included
,
but the
fruits
are
included
ART
1779
PARTNERS
OF
DS
→
why ?
Refers
Industrial
i.
capitalist
or
2.
General
limited
3.
Managing
4.
1-
or
Ostensible
capitalist
-
of
contribution
=
service
(
limited Partners
or
Limited
has
=
LIABILITY
on
capitalist G industrial
=
.
)
liabilities ?
the extent of his contribution
Partnership and
parties
as
are not
General
*
Bet
liability
has
=
limited and General
.
who
,
they
liable
=
beyond
personal
,
/
Partners
→
Partnership
→
3rd person
→
+
Partners
transaction
liability
to
obligation
to the
partnership ?
he still liable
,
Parties
+
secondary
→
of
liabilities
to the
.
the
Partners
money liable to the
,
Persons
as
are
pay ( secondary liability)
cannot
after his contribution
Yes because
3
the transaction
to
parties
as
person
his contribution
After his contribution
*
General
?
3rd
No
partnership
if the
liable
are
liable
be
can
they liable ?
How about limited Partners ? Are
=
but
3rd person
to
partners
persons )
PARTNERSHIP
( 3rd
TO THE
*
to
liable
industry
secondary
has
party
General
=
and
money
liability
what kind of
if not limited
,
=
both
Based
secondary
no
)
property
or
,
CONTRIBUTION
on
industry
or
to contribute
partner
a
of money
contribution
=
Possible for
2. General
by estoppel
Partner
or
Industrial Partners ( Based
Industrial
☒
partners
secret
capitalist
entity
in the
Partners
or
or
partners
Partners
Silent
or
to the
Principal
Partners
not
=
(
Partners
secondary
will
hey
=
subsidiary
or
partnership
nor
pay
liable
:
( outside
PRIMARY PARTIES
partnership)
the
parties)
kinds of liable
2
Primary
or
Parties
j liable first
first
only
the
when
principal
or
the
primary
party cannot
pay
illustration
.
→
creditor
,
debtor
guarantor
,
debtor cannot pay
If the
.
,
guarantor
will pay
.
(debtor)
→
ABC partners
only # 00,000
→
100k
now
Partners
:
-
silent partners
=
Possible that it
does
is
all
.
Y
transaction with
✗
.
Inc.
is
liable
of
300K
( partnership
's asset)
Depending
( Based
participates
in
on
on
leaving
the
a
balance
kinds of
(creditor)
Y
for
¥100
participate
in
Management)
management
management of
managing partners
.
partners
*
Partnership ( artificial)
always needed
not
to pay
.
liable ?
Partners
silent
=
→
✗ inc
Pay using
or
managing
.
they pay
who is
→
Managing
✗ inc
How will
.
+
3.
of
has
the
partnership
cannot
manage
itself
,
ooo
.
Asset of
✗ in c.
is
someone
C
4-
Ostensible
s
to
or
→
secret
→
Partner
protect
=
3rd person
really
public
=
law makes
=
they cannot deny
estoppel
=
it
but by
to
who
other will
representation
because of
that he is
those
to
)
3rd Person
believe that he
is
a
partner
of contract
partner
a
Relation
partner
a
who makes
=
partner only
=
as
signing
no
on
partners
as
partner
a
contribution ;
no
of
the interest
public
to the
known
not
.
prevented
someone
not
=
by estoppel
to the
known
:
prevented)
by Estoppel ( Based
Partner
or
Obtensible
→
[
secret
representation
partner they
false representation
cannot
a
believes in the
representation
that he is
a
partner
deny
.
illustration :
A B C partners to ✗
,
,
D
deny
can
No
D
→
D not
.
partner
but A B C
saying to E that D
,
,
is
a
partner
.
Now there is transaction
,
D and E
between
→
inc
is
that he
is not
they cannot deny
,
to
liable
now
partner ?
a
D is
.
partner by estoppel
a
.
E?
Yes
there
only
are
Principal
2
3 PERSONS
2.
3rd parties
3.
Partners
JURIDICAL
3.
4.
f
RELATIONSHIP
→
partnership
between
to
Partnership
Partners
to
3rd
preserve
a
( borrowing money )
partnership)
)
( contributions
person
contribution
the
object
To deliver the
☒
and 3rd persons
( starting
Partners
*
→
.
INVOLVING
Partners to Partners
To
be involved
Parties
principal
,
to deliver specific
→
may
secondary party
primary /principal
Relationship
2-
parties
→
not
1-
anther
However,
.
INVOLVED
Partnership
1-
Parties
specific
Actual
object
Delivery
Constructive
=
Delivery
physical
no
=
transfer
physical transfer
TO de
→
→
WARRANTY
=
=
guarantee
;
ownership
will
if
promise
be
transferred
not , there is
/ object
failure to
perform
will be
delivered
( objectives
of
warranty)
illustration :
Bought
but
car
Yes
=
the
because
,
ownership
the
cannot
ownership
Is
.
liable ?
debtor
the
( warranty)
be transferred
must
( IONTRIBVMON)
amount and value of the
transferred
be
GENERAL RULE :
the
→
contract
.
If not
stated in the contract ,
Prima facie
Kall
they
are
money , property and industry
assumed they contributed
equally
of
,
be
must
stated
in the
,
.
Presumption
juridical relationship)
AND RESTRICTIONS
PROHIBITIONS
in relation to their
PROHIBITION
=
I RULE )
=
→
-
=
capitalist
☒
Industrial
•
Industrial
•
Capitalist
-
-
-
-
cannot be
restriction
PROHIBITION they
-
Partners
they
Industrial
' """"
partners
among
contribution
capitalist
→
*
contributor
a
not
is
capitalist partner
absolute ( possible if
Partners
cannot
restriction
capitalist
Industrial
Capitalist
Industrial
,
be
Yes
as
,
=
=
=
industrial
absolute
is
=
a
long
cannot
partners
should
as
no
be
another
no
conflict of
an
and
all
when
?
industry / services
conflict of interest
No
,
because
of
conflict of
conflict
partnership
there is
Yes
industry
a
Restriction
No
Same
is
interest)
partnership
full time
-
there
when
industrial partner to another
in another
give
partnership
in
of interest
.
a
conflict
of
Restriction
interest
.
interest
.
ABC P-YFF.in
*
not
contributing equally
entitled
Y
Y
can
Y
debtor
of
✗ in
.
✗
.
Agile
→
a
partnership
the
How it is
for 10k
creditor
partnership
inv
to A
( tiny
is
debtor
=
look
pay
of
partners
A Bc
2.
due date
→
look each
Y
.
Y debtor of partnership for
partner
marriage
300k
.
.
Bc give glove
.
obili to
pay A (managing
partner) 15K
Y gave
.
6k to A
not
saying
payment credited ?
the
X : creditor
☒
=
dcreditor
of
Y for 5k
since
9
managing partner
If
issued
If
receipt
will
in his
protecting
law
→
,
will
A
3K for A
issue
receipt
a
,
ip%FÑe%ñ:p
6k
to
divide
A shall
A,
the
name
will
be
divided
G gives priority
to the
the most
*
receipt
no
onerous
Once partnership
partner
No
Partner
Organized
3.
Buying
*
✗
*
unless
by
be forced
the
forced
cannot be
shares
of others
proportionately
partnership
other
is
bee
=
DISTRIBUTION
entitled
profit
Rules
distribution
1-
2-
distributed ?
Based
No
on
whole
amont goes
to the
partnership
.
.
be divided
proportionately
.
out
it
,
binds
partners
the
.
)
sell its share
.
out
/ buying
not interested anymore,
out
they
share
sell the
can
to sell their sale unless
partners
,
.
,
the
partnership
is
willing to sell the share
/
excluding
capital
on
partners
of
agree
they
,
agreement
agreement
financially
is
in
need
juridical relationship
partners
>
buy
to
out
its share
it
,
is the
only time they
can
force partners
.
.
PROFITS
OF
:
willing to give additional contribution
is not
his forced
partnership
.
that
partner
a
then
on
the
,
:
When there
How
Buy
-
partnership
.
contract
of
( buy
share
3k for the
/ compulsory
are
No partner can force
Exception
means
/ involuntarily
=
debtor
the
of
the
partnership
a
partners
part
organized
was
can
forced buying
No
the
on
.
applied proportionately
could
it
issued ,
partnership
of the
in
the money will
Incase
payment equally
the
.
the amount
name
the
Y received
=
profit
regardless of
can
agree
Contract
that
contribution
.
partnership
to
partners
.
contribution
other
of partnership
industrial
,
the
:
may
receives
the
higher
portion
in
profit
.
/ Articles of partnership
partner will
be
given 1st
.
Based
on
what is
just dy equitable
.
then
capitalist partner
based
on
their
1-
Based
Agreement
on
They
=
Excluding
Prohibited :
regardten of
agree
can
:
→
Partners waived
.
valid
No
AGB
e.g
=
5
Not will
.
.
profit
of partners from the
he agrees)
contract I even if void
Nature of
Null {
purpose
eq
the contribution
of Partnership
get share from
Partner must
share
get
profit
( even
is
if
there
is
agreement )
an
generate profit
to
.
because
purpose of
partnership
the
is
to
generate
profit
'
Go each
C : 90k
Valid
2
.
If there is
①
*
e.
based
=
agreement
on
agreement ,
no
Industrial
partners
② capitalist
partners
Even in
based
=
based
:
the absence of agreement
,
on
what
is
just
9 equitable
we
cannot
compute
capital contribution
on
profit
must
be still
divided
g
ABC
Xin
partners of
Ai 50k ;
.
A
=
1k
]
13=4,500
g.
A
yooo
waiving
=
456
B-
-
0=558
ABC
partners
✗ inc
;
13 :
12k
✗ inc
A-
Agreement :
-
.
30k; C : 20k
.
No
20k
; cook
agreement
on
:
c-
.
459
.
45%
504
SI
Woo
s ooo
ooo
Profit
:
50k
,
agreement :
4K
;
B : 30k ; c--20k
; D: industrial
profit
:
whatever
am
out
to D
,
partner
Agreement :
each
as
long
as
just 9 equitable
distribution 10k
] valid
20 , ooo
2,500
No
A 10% ; B -45% ;
5K ; B 3k ; c- 2k
:
4K
.
C -20k
invalid
-
A
ABC partners
]
;
Valid
A= 50k ; B-
.
A--60k
13=30 K
258 each
ASSIGNMENT
:
Requirements :
2
Scenarios
1.
2.
5 Partners
3
2
:
with
AGREEMENT
Without AGREEMENT
:
Capitalist partners
Industrial
Partners
Ba, Be, Bi, Bo, and Bu started the ‘Kain na Restaurant, and they agreed that 50% of the profit
will be allotted to Industrial Partners and the remaining profit will be distributed to Capitalist
Partners proportionately. Ba is the Head Chef of the restaurant while Be is the Head Server. Bi
contributed 40k, Bo contributed 35k, and Bu contributed 25k. Their profit for the month is
100k.
Ba and Be will receive 25k each. Bi will receive 20k, Bo will receive 17,500, and Bu will
receive 12,500
Da, De, Di, Do, and Du formed a training center. Do and Du are both instructor of the
training center. Therefor they are both industrial partners. Da, De, and Di contributed 45k,
35k , and 20k respectively. Their profit for the month is 100k.
Do will receive 20k and Du will receive 15k because it is what is just and equitable. Da will
receive 29, 250, De will receive 22, 750, and Di will receive 13k.
DISTRIBUTION
PARTNERS
→
RULES
1-
losses
suffer
:
Based
2. No
3. No
OF LOSSES
Agreement
on
losses
on
agreement
on
losses
Agreement
on
losses
,
apply agreement
profit
on
4pmft.io#ibedided
based
capital
NO
2.
RULE
Agreement
=
2
Industrial
:
all
REASONS
on
partners
Partners
apply agreement
losses ,
are
1-
Contribution
2.
they already suffered
from
losses
,
capitalist only applicable
exempted
,
capitalist partners 4 Industrial
Partners
are
excluded
on
proportionately
are not
liable
their
to
incase of losses
capital contribution
unless
,
they
will
agree
on
contribution of
losses
profit
on
included
INDUSTRIAL PARTNERS
WHY
exempted
are
to
Indus
contribution
>
GENERAL
included ;
are
proportionately
their
on
partners
all
"
cannot be return anymore
because
losses
EXEMPTED
ARE
.
their
services
cannot
be
is
juridical person
compensated
.
MANAGEMENT
*
HOW
because
Managing Partners
2.
managing 9 silent partners
of
:
1.
Based
on
(1
Agreement
agreement
No
,
all
a
APPOINTED ?
MANAGING PARTNERS
Rule
Partnership
some , or
,
partners
managing partners)
automatically managing partners
are
protect
to
rationale :
>
all
the
interest of
1
they
can
but
=
get 3rd
to
agree
not
a
4
contribution
to
person
partners
of
profits
manage the partnership
managing partner
bec
.
no
.
contribution
.
KINDS OF MANAGEMENT
1. Joint
9 Solidary Management
>
Joint
→
✗ inc
.
managing
Joint
.
all should
=
Solidary management
>
ABC
Management
:
based
Partners
.
all
,
Same number of votes
*
Equal
,
majority
in need of
suppliers Y suppliers
.
approved
approved ?
Is it
A
approve / agree
Partnership
Yes because
*
on
B
,
C
contribution and
:
,
basis
100k
;
capital
now
managing partners agreed / approved
is the
.
higher capital contribution
D: 90k
contribution
,
any medium
can be
used
.
It could be
toss coin
,
bato
-
bato
pick
.
losses
act of strict Dominion and act
2. An
act of strict dominion
An
→
ownership
making
=
An
→
make
daily
ownership
to
routine
buy / to rent new
expand / to open
to
-
restocking
of
amounting I
banks
whether to borrow
money from
decision
to
RIGHTS
of
part
=
/ policies relating
decision
Restaurant
lunch time
"
administration
act of
administration
of
=
M
space
branch
a
inventory
schedule of
employees
checking
cleanliness of the
the
kitchen
PARTNERS
OF
→
The law gives
them
Partners
rights
because
Obli
contribution
:
i.
they
of
warrant to
the
giving contribution
are
money
deliver
,
property
,
and
industry
contributions
the
RULES
1. to
demand
formal
accounting
accountability / responsible
Is
,
access
to enter
→
to
book of
partnership 's
the
/
=
partners
whatever
managing partners
ask
can
Managing partners
•
i.
partners
to
to
liable
an
the
partner 's
interest
to
partnership
explanation
partners
accounts
use
demand to
see
book of accounts
the
explanation
to ask for
g
to examine
to
question
to audit
Can
partner
ask
interpret
to
Partner
Managing
other
-
person →
→
the
book
of
accounts ?
Yes
NO
T
>
Not
ABSOLUTE
Within
9
Possible
IT HAS
reasonable
time
,
time
and
place
:
working days
→
Working hours
>
authority
LIMITATION
→
Place
if they have the
→
minutes
:
Within the
premise
of the office
before
&
after
working
hours
3.
Property
Rights
3. 1
Interest
Partnership property
in the
right
→
→
to enter
have
partners
not
does
→
to
right
no
property
the
use
,
to
/ mortgage
sell
property 9
the
the
ownership
ownership
involve
illustration :
House
to
rights
has
→
live
enjoy
to
,
not
→
3. 2
Share
→
Managing
→
Silent
palayasin
contributions
participates
Partners :
partners : does not
②
NO
③
court
④
if
Performance
participates
decided
still
no
Charging
who
Only
DELECTUS
OF
could
will
you
join
•
will
you
accept
partnership
a
a
partner
a
the
property
attach the
or
put
on
auction
,
proceeds
property
to
pay
cannot
get
the interest
will
be used
Reason :
private
,
be
person
attached
as
payment
w/
or
w/o charging
order
"
partner
not
of
without
know
you do not
the
person
the
the other
consent
of
all the
partners
1
it
needs
the
partners ?
know ?
principle
of
Detectors
Personae
Relationship
-
.
there should
→
trust
.
.
Rationale :
Fiduciary
pay
.
NO !
→
to
court
order
cannot
choice
you do
whom
will sell the
be attached
"
as
by
court
can
PERSONAE
admitted
be
•
interest
case
,
the court could
Partnership Property
*
file the
court
will pay
the court
,
given
:
=
☒
go to
,
debtor
payment
Order
demand payment
:
specific performance
.
one
/
insolvent debtor
If
① specific
→ no
enter
interest
their
protect
to
their
PRINCIPLE
not
management
in the
→
*
not allow to
profit
in
Participate
3.3
allowed
to
and
confidence
because
the
contribute
and
they
expect
ROI
approval
of the
partners
illustration
G
Boyet
Bobet
to the
properties
get
to
Engaged
partnership
to
properties
the
He is
.
sell to
in
badly
Real
interested
Binoy Boyet
Buy
-
at
.
They buy G
amount
any
.
and sold all his
convinced
.
Business
Estate
Bobet
→
sell
,
belonging
buying
Boyet
share
rights
lots
to
partnership
a
the shares
out
Boyet
to
9
Binoy (3rd
dissolve the
Bobet sold
.
.
Binoy
at
person)
partnership
a
interested
primary
;
higher price
buy
to
.
.
Bo yet
reason
asking for
share
EXTEND
LIABILITY OF
PARTNER
ADMITTED
NEWLY
Partnership has obligation
→
if the
ABC
=
newly
✗ Inc
A
.
50k
=
liable ?
partner
admitted
B
30K
=
✗
c= Wk
.
obli
total
to
E
:
160k
Admitted
.
D=
36k
,
newly
admitted
.
160K
:
asset
total
borrowed
inc
deficiency
liable ?
136k
:
!
Yes
liable to the
24k
because
,
is
money
deficiency ? Only
A
,
the
of
part
partnership 's
asset
B C
,
A
12K
:
B- 7,200
-
c-
RULE : ① A
admitted
newly
② Newly
admitted
③ Obligation
at
partner
secondary liability
is not
the
contribution
their
time
included to
is
the
,
he is
a
partner
to the
,
because his
4,800
contribution is
existing liability
liable to
he is
existing liability
the
secondary liability
PERSON
NATURAL
personality
→
gives
→
all have
birth
upon
names
ARTIFICIAL
→
has
→
no
business
one
DTI
→
=
↳
actual
can
name
existing
use
the
approves
order
in
to
name
business
avoid
name
Asia
Mig
I
Brewery
filed
lawsuit
decision :
there
the
interest
must
be
a
bec
same
.
Fh
the
existing
bus
.
to avoid
undue
&
unfair
Asia
package
Brewery
will not continue
na
( practice
→
of
case :
San
→
protect
and to
confusion
usually
use
their
patron
Saint ,
locality
/
place
,
last
of
profession)
name
,
to
use
the
bottle
packaging
competition
part
of the
is
partnership 's
asset
.
PARTNERS
PERSON
AND THIRD
PARTNERSHIP
( there
THIRD PERSONS
AND
liuridical
( Principal Party )
Relationship
only involvement)
is
General
→
11 ABILITY
issue 1
AND THIRD PERSONS
PARTNERSHIP
OF
to the obli
Partners liable
Are the
1-
A B C
liable
Yes
→
Yes
→
obli
the
to
if
,
✗ inc
iohiibejrect
,
inc
✗
of
two
Yes
liability
there
,
=
b- K
2K
30k
B- 20k
10k
=
D= indus
'
Industrial
Capitalist 9
↳
to
A = 25K
30K
C : 25K
=
20K
issue
All
2.
The
2.2
.
Is
them
of
the
settle
partnership
(to
obli
→
.
APPROACHES
1
3rd person
.
:
involve
liable
equally
Within
to
pay Y
200k
capital
✗ Inc
.
=
100k
.
each
25K
regardless
contribution
of their
.
3rd Person
interest of the
[ partners]
from
payment
the
among themselves
the
rules on
to the
3rd
person
-
entered
conditions
the scope of
Within the
authority
scope in
2M
representative capacity
,
a
B
into
by
losses
a
partners
the
partner
&
as a
partnership ?
of the
representative
3rd person
:
,
from the
partnership
representative capacity
partnership
representative
,
G
A
of
applying
obligation
to two
Managing Partner borrowed
beyond
)
person)
3rd
subject
,
If
liable
pro rata
partnership represented by
:
Yes however
*
( secondary
.
two
is
liable
are
]
liable to the
Parties
2.
15k)
=
:( 25k)
will
1.
liability
5k
equally
pay
partners
no
liable
100k
=
will pay
rights 4
the
=
325k
D=
have
secondary
25k
=
=
Y
among themselves
50k
=
B- 25K
-
1-
it
D
,
Partners
protect
will settle
they
☒
C
,
,
✗ inc
=
will pay
A B
:
liability
3K
C
-
✗ inc
RULE
anymore
:
4
A
y
to
secondary liable
are
,
→
obligation
conditions
Yes there
→
=
have
3rd person ?
to
cannot fulfill the
to
=
Y ?
to
.
limited Partners
→
partnership
of
Partners
told
will
borrow
to
be
IM
only
personally
liable
in
Manu
illustration
ABC
all
are
managing partners
etc)
furniture Gala set
for 20k
and
1.
✗ in
payment
liable
✗ inc
2.
is
120K
BC
BC
.
✗ inc
of
A
→
✗ inc
D asked to
of damages
engage
deposit
20k
.
D did
.
9 selling
furniture
A did not
is
.
give to
D
is
the
a
customer asked A. Managing
partnership
.
No furniture
,
to
made
manufacture & deliver to him
&
deliver to
D
.
D is
.
?
*
two
conditions
are
partnership
cannot
met therefore
,
,
partnership
is
liable
liable
liable ?
is
.
☒
also liable
if the
pay
,
BC
will
now
pay
.
liable
secondarily
(
as
to
3rd
)
asking
BC
3.
demand
can
Yes
BC
Can
4.
ABC
→ ✗ inc
pedestrian
D demand
.
✗
Is
i.
inc
a
partner they
,
selling 4 distributing
of
damages
always
are
rice
A.
.
MP
,
liable
.
deliver to customer
of rice
sea vans
.
A driving the truck
.
OTW
hit D
accidentally
,
.
liable ?
to
A
because
liable
is
.
of rice
is
liable ?
not
BC is
payment
.
✗ inc
i.
in
guilty
is
are
because
,
engaged
✗ inc
.
they
tell
No
A
because
,
from A ?
payment
is
customer of ✗
the
partner
managing
a
inc
.
A is
hit D while he is on his way to deliver
accidentally
the caverns
.
liable ?
BC
BC
( secondary)
liable
are
DISSOLUTION OF THE PARTNERSHIP
3
STAGES
Dissolution
1.
liquidation
2
2.
W/o
contravention
Business
4-
lost
Death of
6-
Insolvency
8-
Court
of the
technically
(
9 liability
assets
end
not the
liabilities
will be settled
w/
their
assets
Based
Agreement
on
agreement
bec
.
partnership
is
a
contract
=
Articles of
Partnership
Partnership
contract of
unlawful
to be contributed
partner
a
I cannot
legal
-
continue its
operation except
restraint
order
violation
of
partners
agreement
observing
are
/ period )
term
Contravention
loss
of
interdiction
Civil
;
what
they
agreed upon
have
.
will
Agreement
of
=
breach of
=
violation
contracts
of
partners
becomes unlawful
=
4-
;
agreement
of the object
7.
Business
of
becomes
5.
=
3.
liquidation
:
violation
=
2.
partnership
DISSOLUTION
OF
3.
Wto
of
Termination
GROUNDS
"
end
=
Winding Up
.
3.
1-
END THE PARTNERSHIP
TO
lawful
it must be
of the
→
object
Loss
to
before
be
contributed
delivery
=
specific object
dissolved
↳
→
loss
after
delivery
=
not
bee
.
specific
dissolved
=
possession
cannot
=
cannot
=
be
owned
of
the
delivered
by
be
replaced
partner
anymore
partnership
.
Partner
failed
to
deliver the
specific object
.
the 3
stages
5.
of
Death
Even
→
partner
a
one
several
among
Heir
operation
*
Partnership
→
6.
is
liability
*
Of
✗
INSOLVENCY
.
will be created
partnership
the
a
higher / greater
is
partnership
insolvent
Partnership
not
partnership
not
Civil
dies
the
,
with the
substitute
heir
.
partnership
where the
partnership
is
a
partner
dissolve
also
needs of
count
Death
Civil
>
s
•
*
Court order
=
:
to
file
in
,
the
partner
is not
DISSOLVED
=
secondary liability to the
its
partnership
intervention
CRIME
( before
=
of
payment
:
imprisonment 9
death
penalty
damages
Rights
Civil
of
Right
Required
not automatic
do
other
is
civil
Rights
vote
contractual
=
,
Aspect Penalty
suspended
Right
insolvent
is
Partnership
.
Relicts
=
liability
of
=
insolvent
are
COMMITTING A
OF
Civil
2.
partner
a
cannot
Criminal
1.
planners
insolvent
2 EFFECTS
insolvent
"
insolvent
obligation
of
not
partners
Rationale :
=
Assets
than
"
,
Interdiction
source
a
,
,
>
8-
if
-
partnership
new
organized
will
partnership
New
.
Insolvency
CASES
7.
dissolved
is
succession
and
partner
a
,
substitute
=
upon the death
be dissolved
will
partnership
→
3
will continue
/
inhert
>
→
spouse
,
partnership
died
partners
Judicial
:
there is
court
hearing
"
to
contract
a
of
Partnership
process
process
a
→
enter
to
=
→
di scission
→
to dissolved the
partnership
Based
on
around
1.
the
Insanity
:
court will
other
partner
2.
Physical Disability
}
Grave
.
=
dissolve the
will
Partnership
file
not all
physical
disability
Misconduct
4.
Sure loss of the business
5.
Other
similar
cases
no
=
/ Ground
:
profit
when there
is
betrayal of
trust
,
fraud cheating
,
memorize
statutory of
Corporation
:
.
GENERAL
RULE :
partnership
if dissolved ;
continue
cannot
its
operation
before
dissolution
there
but
exemption :
are
EXCEPTION :
1.
Unfinished transaction
2.
Necessary
3.
transactions
liquidation
in
in
existing
=
Good Faith
employee /
new
=
entered
transaction ;
contract
despite dissolution
=
,
STAGE
WINDING UP
2 :
liab
pay
→
STEPS
LIQUIDATIONS
2.
Pay advances of
3. Return
a
3rd
=
contributions
of
=
partners
creditor the
partner
capitalist contribution
=
industrial partner
not
remaining
still
If there is
not
persons ;
partner
=
assets
=
if
-
enough
asset
there is
a
consists of
proceed
do not
,
based
loss,
consists
→
needs
→
PARTI
to
next
>
limited
>
profit ;
bee
.
the
law
protect
the interest
Mercantile
=
Act
(
LT
D)
→
agreement
general partners
of
to
of
only
after
therefore
losses
notify
of
separate
and distinct
personality
,
of
settlement liabilities
liquidation
distribution of
partnership
the
.
surplus
based
( distribution)
agreement
on
on
profit
.
.
that there
limited
and
principle
partners
should be
there
but cannot
added
(
is
limited
limited
partners just
participate
in the
( not secondarily
partners
to
,
additional
give
management
capital
contribution
.
)
liable
partners
written
Commercial law
=
Corporation
code
1459
→
BP
no
.
1946
68
→
Revised Corp
.
code RA
11232
Commonwealth Act
during
=
American Period
↳ Introduce
BP
Act 1459
I
.
no
.
*
Corporation
Congress
→
↳ later
68
during
=
Regime
Marcos
independence
on
,
abolished
=
✓
2019
=
Revised Corp
*
*
☒
BP
of the 3rd person
.
→
*
faith
step
( distribution)
on
of assets after
*
=
☒
good
CORPORATIONS
.
→
•
in
is
contribution
distribution to all
for
general partners
PARTNERSHIP
LIMITED
contract
the
partnership
:
return their
cannot
=
surplus
or
debtor
GENERAL PARTNERSHIP
→
entering
person
.
excess
not
Valid
=
:
creditors
outside
Pay
*
.
asset
1.
4-
if the
necessary
as
liquidation
=
using
OF
valid
must
*
valid
3rd person only
,
long
as
is still
transaction
partner 93rd person
=
be entered
can
no
Artificial
Principle
Cod
.
.
68
RA
11232
basic
principle
/ Juridical
of
*
still the
same
Persons
distinct and
separate personality
=
applicable
Corazon
Aquino
Batas
in
Marcos
Pambansa
regime
=
law-making body
during
Marcos regime
and
to
get
profit
CORPORATION
artificial
>
being
by operation of law
created
Principle
>
of
Fiction
legal
>
imaginary
through
operates
law
the
=
this
.
real
not
shorten
is
: to
it
make
process Tio
incorporators
limit
µ,
easy
Max
=
.
incorporate
to
of
15
no
>
the
Incorporation
of
Process
how
=
Incorporators (
1
legal fiction
how
artificial persons
natural persons
BP
no
↳
One
*
-
the
*
Corporation
person
document needed
I
=
RA 11232
=
→
incorporators
needs
Incorporation
SEC
from
approval
↳
Birth
REQUISITE
Certificate
( act
Corporation
:
upon
now
Incorporation
an
artificial
approval
of
issuance
it is
of
Commission
of Cert
.
of
incorp
Person
2-
created
by operated
3.
has the
right of succession
of
↳ transfer
( continuity
Stockholders
adopt
4- It has
p
p
only
the
law
ownership
of
of existence
stocks
=
can
;?¥pY8i
the
right
a
to
my
,
sell transfer, and
striation
Corp
powers
↳
,
in
bus
succession
and
attributes
engaged
,
Existence
topic :
Dissolution
PIERCING
process :
THE
not
VEIL
having
→
4
Business
personality
there
is a
of
succession
existence
powers attributes
,
corporation
of
automatic
Unlawful
→
of
expressly
It can
authorized
by
law
incidents
or
to its
existence
process
properties
,
from
some
source
such
as
inheritance
.
EXISTENCE
Dissolution
→
to
come
dissolution
CORPORATE
OF
bee
donate
.
p
next
continuity
→
properties
*
K
issue
} Exchange
securities
:
Artificial
1.
=
↳
Effect )
of
major change
incorporators
↳
( legal
cover
to
up
remove
the
personality
corporate
illustration :
to
REMEDY
=
prevent to
to end
/
the
run
remove
after him,
the
personality
he
organized
personality through
of the
guilty
debtor
incorporators
68
.
5- 15
Articles of
=
partnership "are engage in
practice of profession
except those
personality
obtain
)
natural 9
can be
( only
=
corporations
and
the
will
transfer
process
appear
of
after
all
his
piercing
removing
properties
of
the
veil
to
of
Corporation
.
existence
corporate personality
Unlawful
person
illustration :
Foreign engage
Stock
1.
Fit customer
for
corporations
divided
is
,
=
Non-stock
Corporation
e.
De Juere
4.
De Facto
e.
number
w/
complete
not
=
of
CORPORATION
one
'
ECCLESIASTICAL
=
ELEEMOSYNARY
CIVIL
:
-
-
•
As to
10
11
'
'
g
e.
Foundation
e.
BOARD
g
Archdiocese
heads
many
=
( Diocese /
Church
DIRECTORS
OF
,
BOARD
OF
TRUSTEES
,
BOARD OF
REGENTS
SM
e.g
Catholic
9
Church
charitable
.
Couples
of
Christ
purposes
for
Home
e. 9
business
for
e.
purposes
the
Agents Bantay
,
Bata
profit
BDO
Holdings
,
Mig Corp
San
,
,
Nationality
Domestic
Corporation
Foreign Corporation
2 Theories
Effective in
PH
-
Corporation
Catholic
religions
for
for
=
-
←
Jus
organized by
organised
-
of
'
-
-
-
Filipino
any laws
by
a
other than
place
of
.
PH law
2
blood
ff
the
foreigner
citizenship
sanguinis
Jus soli
a
under
organized
-
the
Abs CBN
,
purpose
=
9.
Bata
requirements
man
-
AGGREGATE
=
8
Bantay
,
head
=
7.
UST
requirements
legal
one
=
=
to
,
HEADS
=
As
SBCA
g
w/ legal
complete
=
CORPORATION SOLE
6.
Holdings
,
of stocks
share
a
SM
,
legal right
3.
5-
dummy
members
=
As to
create
shareholders
Mig Corp
San
g
holding
not
=
=
* to
foreign
stocks
shares of
of
stockholder
=
2.
not for
CORPORATION
OF
CLASSIFICATION
just
bus
in
birth
citizenship
of
Natural
relationship
the
Type
of
Filipino
Born
parents
-
-
Naturalize
-
upon
birth
of Ph Parents
either parents
,
even
not
both
formerly foreigners acquired Filipino
citizenship
3 Test
32
test
Incorporation
1-
Control test
.
3.
Japanese
place
-
place
-
organized
*
CANNOT
we
Corporation
Open
12
.
Corporation
Closed
.
-
As to
controlled
14
Parent
.
Old
*
law
only
law
New
*
e.g
Corporation
Corporation
=
IN HAVING
1-
to
distinguish
2.
to
easily
place
3.
Tax
4.
As to
16
.
.
of
IN THE
the
Corporation
to
PHILIPPINES
stockholder
a
be
can
member
Offering
class
/
group of
people
mother
umbrella
mother unit
company
Corporation
=
Parent
/ Holding
incorporator
an
of
separate 9
Distinct
*
SUBS DIARY
personality
parent
product
its
manage
of
business
the
purposes
public
Public
or
Private
Corporation
Private
e.g
Corporation
-
-
*
☒
The test
It
is
could
functions
Government
-
-
17
be
Principle
of
.
the
be
can
bec
=
REASONS
Nationality
APPLICABLE
sister
=
controls
Corporation
-
.
PICPA
/ Holding Corporation
-
Singapore
in
/ not
Subsidiary
.
the
→
can
=
15
business
-
IS
limited
-
to do
IPO (Initial Public
e. g
-
13
TEST
everyone
-
incorporators
test
all
INCORPORATION
a
PH
the
Singaporean
-
apply
in
business
Japanese
-
applicable
→
of
majority
Filipino
-
Test
organized
is
the
the Ph
in
test
Domicile
of
Corporation
the
it
the
of
Incorporation Test
Control
of
where
nationality
-
Domicile test
15
Nationality
the
Determine
to
LGU
engaged
SSS,
engage
be
City
=
owned
in
( peace
Government
private
of
order)
Las
Pinos
Brgy
,
.
Zapote
Government
functions
GSIS
in
what
by
the
functions
government
but engage
in
private
function
unit
dy
sister
company
=
Relationship
18
.
Quasi
Corporation
Public
-
IDENTIFY WHETHER STOCK OR NON
Corp
sole
owned
BOTH
OR
BOTH
-
Ecclesiastical
STOCK
privately
BOTH
-
Corp Aggregate
-
by
functions
public
in
engage
-
-
NON
-
STOCK
NON
-
stock
-
Eleemosynary
civil
BOTH
-
Private
Public
Corp
-
Corp
COMPONENTS
BOTH
-
NON
-
STOCK
CORPORATION ( people
OF
corporations
in
corporator s
Incorporators
Stockholders
Members
Subscribers
promoters
Stock
help
=
Corporation
Rep
of
stock
money)
=
get
.
money
in articles
money stated
of
divided
to
bus
in
engage
capital stock
amount
into
Sell shares
=
to
capital
need
=
organizing
in
need
-
capital
to buy shares
promise
=
→
of
share
of
incorporation
*
stocks
to get money
money
→
part
is
of
capital
↳
stock
*
stock
=
→
capital
in
of
Corp
4
1M
shares
IM ÷ 1M
=
the hands of
71.00
=
=
par
value → term for shares
=
25%
( money )
=
shares of stock
910K shares
=
F- 100
personal properties
real
properties
movable
=
=
personal
intangible
=
considered
=
transferrable
as
properties
/
subscribed
share
selling price
stockholders
www.gepena.ngygn.wmu.nn.egypf
.
immovable
in the
.
hands of Corp
.
collective
4
BP 68
=
-
.
in
movable
bec
the
stock
1M capital stock
Shares of stock
distributive
hands
illustration :
1. M
distributive
-
collective
=
shares of
capital Stock
,
par
G
value
25%
paid
up
>
difference
of
old
9
new
I
bee
.
in
the
hands of stockholders
Certificate
of Stock
tangible property
-
proof
-
-
CLASSIFICATION
a
certificate
of
common
shares
Preferred
shares
=
cumulative
(
Non
Preferred
cumulative
-
/ same
equal
rate)
preferred
stock
common
→
current
.
→
paling
preferred
shares
based
Give
common
shares
w/
,
12
.
3 WAYS
=
non
-
2.
first
If
there is
'
Preferred
Value
=
Market Value
cumin
fixed
on
distribute to
,
Corporation
=
based
the
on
on
no
D= fixed
current
factor
asset of
pri railing
e.
Corp
factors
engaged
g
No
Capital
stock =/ OK shares
in
during dec
during
Or
Value
→
→
Voting
Non
-
T
=
may
t
=
of
✗ mas
-
decor
market value
market
value
=
Par
value
in
fixed
amount
-
Articles of
not stated
=
:
shares
shares
Incorporation
Articles of
in
Incorporation
fixed
not
Non-voting
voting
f-
=
shares
-
-
has the
has
100
After
1
year
look loss
=
f- 100
par
Tort # 00
Book Value
value
=
=
Market Value
stated
-
Par Value
or
the market
Manu
No Par Value
-
Voting
in
:
-
+
equally
Articles
in the
Market Value
par
shares
common
Book Value
→
rate
VALUATION
depends
=
based
shares
=
Par Value
coumulafive
equally
give
=
1M
=
fixed rate
↳
illustration
-4ms
-
Shares
balance
TO DETERMINE
=
on
{ preferred
preferred
Give
Book
; ☐ eaamiim
fixed rate
common
Participating
Par value
1.
3
give
Balance
-
dividend
current
590
=
parvaiue-sioo.nodedaforn.rs
→
and
Preferred
1. Give
Non
arrears
fixed rate
w/
year
prev years
450
3.
3.
given first)
50×4=1--200
w/
2.
be
privilege
entitlement includes
→
share
( to
benefits
better than
share
benefits of stockholders
fixed rate
2-
ownership
indebtedness
to snares
µ,Ii
of
STOCK
more
=
=
→
to transfer
.
stocks
( fixed
→
docu
Preferred shares
or
→
of
SHARES OF
OF
common
1.
not
ownership
of
convenient
=
no
right
right
to
to vote
vote
/
/
elect
elect
After
a
year
:
Earned
F- 100
Par value
790
Book Value
=
tort 790
:
10% of
Capital
Stock
7100
=p 110
Market Value
a
Higher
or
lower 9110
OTHER CLASSES
convertible share
1-
can
-
→
e.
g
be
changed
commutefurred ; voting
from
✓
2.
3.
Y
.
5.
promotion share
Founder 's
shares
-
share
→
→
→
entity
that
usually
owns the
To the
not
returned by
the
holds
under
stockholder
{
rendered services
to
in trusts
an
who
money
/ property
not
to
Escrow ?
trusted
it to the
whom it is
to cope
Escrow and will be
bank
a
shares
escrow
'
the shareholders
shares that is entrusted
-
→
who
shares
-
shares ;
incorporators
temporarily
Escrow shares
escrow
by promoters
shares given to
-
Treasury stock
issued
oting
-7
given
Escrow
.
that
released
will
to the
bide are only
rightful
after
owner
settled
to the
rightful
owner
Hw :
300 PS
✗ ico
1,000 shares
=
.
Par Value
700
=
ps
=
too
300
common
② Particapting
common
1. ooo
÷
shares
②
Fixed Rate -10 %
-
Non
1- I
Participating
-
cumulatively participating
F-
on
2.1
fixed rate
10-00
300
×
)
✗
shares
=
43000
example
dividend
=
10%
combination
of
of
Cumulative 9 Participating
-11.400
-
on
fixed
rate
)
(par
4100
rate
of
Preferred Shares based
Give
value
( fixed
10%
✗
based
shares
Participating
)
( par
F 100
2)
dividend 5,100
=
preferred
Give first
11,400
:
combi
I set
1)
dividend
=
4100
=
stock =P look
Capital
=
value
( fixed rate)
710.00
-73,000
300 shares
✗
Preferred
5,100
3,000
-
11,400-3,000
72,100
=
8,400
=
shares
lot 1.40
-711.40
=
Distribute to
1-2
F 2,100
common
700
÷
shares
common
2-2
equally
shares
=
f- 3.00 each
Preferred
shares
(
300
shares
based
on
fixed-rate
9100
)
910.00
×
700
=
7-7000
# 10.00 each
8,400
shares :
Common
*
(too
-
7,000
=
2-3
Give
common
700 t
300
=
71,400
)
( 400
preferred shares
)
shares
( arrears
400
poev
current
✗
100 ✗
10%
400 ✗
100 ✗
1090
=
=
4,000
✗
2
=
4,000
8,000
4,000
12, 000
50,000-12,000
=
7600
1090
100 ✗
✗
38,000
-
38,000
( 7600
common shares
6,000
=
)
shares
6,000
=
32.000
Equally
F- 32,000
PS
=
÷ 1.000 shares
32 ✗
400
=
=
732.00 each
12,800
12,00g
762
1,400
shares
3.00 each
each
/ 24,800
|
Cbe 32×600
=
19,200
6
,
ooo
25,200
/
common shares :
lo
1090
✗
:
common shares
Give
12-42.00 each
÷
G
Preferred
shares
equally
1.000 shares
1,000
shares
-71.40
each
t 1. 40
:( 300
( too
shares
each
)
shares
511.40 each
)
ARTICLES OF INCORPORATION
document
→
→
instrument
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important
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,
↳
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Highest
law
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law of
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RA 11232
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CORPORATION
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corporate Secretary
CLASSIFICATION
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state in
Articles
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stated
in
law