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PARTNERSHIP & CORPORATION Business Law and Taxation Atty. Genevieve R. Geronimo PARTNERSHIP Nature and as Distinguished from Corporation    Partnership is covered by Article 1767-1867 of the Civil Code of the Philippines; ³By the contract of partnership 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.´ Art. 1767 Civil Code of the Philippines ³Two or more persons may also form a p
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  PARTNERSHIP & CORPORATION  Business Law and Taxation  Atty. Genevieve R. Geronimo  PARTNERSHIP Nature and as Distinguished fromCorporation  Partnership is covered by Article 1767-1867 of theCivil Code of the Philippines;  ³Bythecontractofpartnershiptwoormore personsbindthemselvestocontributemoney, property,orindustrytoacommonfund,withtheintentionofdividingtheprofitsamongthemselves.´  Art.1767CivilCodeofthePhilippines  ³Twoormorepersonsmayalsoformapartnershipfortheexerciseofaprofession.´Ibid.  Nature and as Distinguished fromCorporation EssentialElementsPartnershipCorporationGoverning LawCivil Code of the PhilippinesCorporationCodeCreationByagreement of the partiesByoperation of law No.of incorporatorsAt least 2 partnersAt least 5 incorporatorsCommencement of  juridical personality Fromthe moment of executionof the contract of partnershipFrom the date of issuance of thecertificate of incorporation by theSEC PowersOnly those powers granted by lawor implied from thosegranted or incident to itsexistence Any power authorized by the partners (providedit is not contrary to law, morals, good customs, public order and public  policy).ManagementWhennot agreed upon, every  partner is an agent of the partnership.The power to do the businessandmanage its affairs is vested in the BD and trustees.  Nature and as Distinguished fromCorporation Essential ElementsPartnershipCorporationEffect of Mismanagement  A partner can sue a co-partner who mismanagesThe suit must be in the name of the corporationRight of successionHas no right of successionHas right of successionExtent of liability to 3 rd   personsPartners are liable personally and subsidiary (sometimes solidarily)for partnership debts to 3 rd   personsStockholders are liable only tothe extent of the sharessubscribed by them.Transferability of interestsNeeds unanimous consent of all existing partners A stockholder can transfer hisshares without prior consent of other stockholders.Terms of existenceAny period stipulated by the partners.50 years extendible for another 50 yearsFirm nameLimited partnership requires to put ³Ltd´ to its nameMay adopt any name not similar to any registered nameDissolutionAny time by or all of the partnersOnly with the consent of theState.
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