Name: Patricia Rae L. Resonable
Definition
Elements or Attributes
Characteristics
Section: JK1
PARTNERSHIP
It is 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, or
in order to exercise a
profession.
1. Consensual
2. Must be two or more
people who have the
legal capacity to enter
into a contract.
3. There must be a
contribution of
money, property, or
industry to a common
fund.
4. The subject must be a
lawful one.
5. There must be an
intention of dividing
the profit among the
partners.
6. A new personality,
that of the firm – must
arise, distinct from the
separate personality of
each of the members.
1. Judicial Person/
Artificial Being
2. Fiduciary
3. Consensual
4. Nominate
5. Bilateral or
Multilateral
6. Onerous
7. Commutative
8. Principal
9. Preparatory
CORPORATION
A corporation is 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
incidental to its existence.
1. Artificial being
2. Created by operating
of law
3. Right succession; and
4. Powers, attributes,
and properties
expressly authorized
by law or incident of
existence.
1. Judicial
Person/Artificial
Being
2. Highly regulated by
the government
3. Centralized
management
4. Limited liability of
units of investments
5. Free transferability of
units of investments
6. Perpetual succession
Laws Governing and
Effectivity
Regulatory Body
Manner of Creation
Important Document
Form Requirements
Nomination
Number of Incorporators
10. Essentially a contract
of agency
11. Capable of suit
12. Profit-oriented
Art. 1767-1867, Civil Code
of the Philippines (R.A No.
389); took effect August 30,
1950
Above 3,000 pesos capital
(Securities and Exchange
Commission)
A partnership is created by
the mere agreement of the
partners.
Articles of Partnership
1. A partnership may be
constituted in any
form, except where
immovable property
or real rights are
contributed thereto, in
which case a public
instrument shall be
necessary. (1771)
All natural people who are
capable to contribute to the
partnership.
May be formed by 2 or more
natural persons.
Revised Corporation Code of
the Philippines (R.A No.
11232) took effect on Feb.
23, 2019
Securities and Exchange
Commission
A corporation is created by
the operation of law.
Articles of Incorporation
1. All corporations are
constituted in public
instruments.
All are of legal age and a
majority of whom are
residents of the Philippines,
may form a private
corporation for any lawful
purpose or purposes. Each of
the incorporators of a stock
corporation must own or be a
subscriber to at least one (1)
share of the capital stock of
the corporation.
General rule: Only natural
persons can be incorporators.
Exception: Cooperatives and
corporations primarily
organized to hold equities in
rural banks.
Minors are not qualified to
become incorporators.
Any person, partnership,
association, or corporation,
singly or jointly with others
Commencement of Judicial
Personality
Management
Right of Succession
Extent of Liability
Transferability of Interests
A partnership commences
from the time of the
execution of the Articles of
Partnership or the contract
unless it is otherwise
stipulated, and its recording
with the Securities and
Exchange Commission (SEC)
is not necessary to give it
judicial personality.
In a partnership, each partner
can act for the partnership.
The general rule is that each
partner is an agent of the
partnership and his acts and
contracts are binding thereon
unless otherwise provided in
the articles of partnership.
No Right of Succession
- Based on mutual trust
and confidence such
that the death,
incapacity,
insolvency, civil
interdiction, or mere
withdrawal of one
partner would result in
dissolution.
All partners are liable pro rata
with all their property and
after all the partnership
property has been exhausted,
for all partners’ liability.
A partner cannot transfer
his/her rights or interest in the
partnership to make the
transferee a partner
without the consent of the
other partners.
but not more than fifteen (15)
in number, may organize a
corporation for any lawful
purpose or purposes.
A corporation with a single
stockholder is considered a
One Person Corporation.
A corporation acquires
juridical personality only
from the date of issuance of
the Certificate of
Incorporation by the SEC.
Corporations can hire people
to manage the corporation by
electing their directors:
Board of Directors – Stock
Corporation
Board of Trustees –
Nonstock Corporation
Has the Right of Succession
- This presupposes that
it continues to exist
despite the death,
withdrawal,
incapacity, or civil
interdiction of the
stockholders or
members.
The liability of stockholders
or members is limited to the
extent of their subscription or
their promised contribution.
Any stockholder can
ordinarily transfer, sell or
assign his/her shares of stock
without the consent of the
other stockholders.
Term of Existence
May exist for an indefinite
period
Manner of Dissolution
Partners may dissolve at will
Other Compliance
Requirements
None
A corporation shall have
Perpetual Existence unless its
article s of incorporation
otherwise
Consent of the State is
necessary for its dissolution
General Information Sheet
(GIS)
Annual Financial Statements
(AFS)