Basic distinctions bet. PARTNERSHIP AND CORP.
DISTINCTIONS PARTNERSHIP CORPORATION
CREATED / organize Mere agreement - mag kasabot already exist By operation of Law
you have to submit documentary
requirements to SEC
After evaluation of SEC will issue:
CERTIFICATE OF
INCORPORATION
birth certificate of the company
indicate the day of existence of
company
POWERS Any power as long as not contrary to laws, Can exercises Only all the listed in each article of
morals, good customs, public order and policy incorporation
If exercise not listed is Unlawful
NUMBERS - how many person 2 or more persons come from an agreement New rule: 2020-2021: atleast / only 1
needed to exist: incorporator - By Ping Lacson
Old rule: not less than 5 but not more than 15
incorporator
EXTENT OF LIABILITY GENERAL PARTNER: SUBSCRIBER:
Liable up to the extent of his personal Only to the unpaid subscription
property but only after the Example: purchase shares in San. Miguel Corp.
ASSET/PARTNERSHIP will exhausted and pay 25%, Only 75% is considered liability
Example: The remaining balance from the
unpaid payable, can be collected from the
personal al property of the general partner
DURATION - life span indefinite 50 years renewable for another 50 years
As long as all partners are still alive, the Life span of corporation 50 years and
partnership still exist renewable for another 50 and so on
PERPETUAL SUCCESSION
TRANSFER OF INTEREST- Consent of all partners required Consents of majority of Board of directors
selling of properties Before selling the properties, consent of Before selling Majority votes of board of
all partners must be obtain Directors
If one decline or disagree: NOT a valid If no majority vote: not valid
EFFECT OF Automatically dissolve the partnership even 1 Has no effect at all
DEATH ,WITHDRAWAL, person died, withdraw, resign Almost in all case it should be rule by
RESIGNATION Easy to create but easy to dissolve Majority of BOD
Management All partners manage the partnership Runs the corporation: BOARD OF DIRECTORS
Instances: Ruled by MAJORITY votes of BOD
o May hire managing partner
A. Appointed from the
beginning of partnership
- Irrevocable status of
employment - dili dali ma
ma fire
B. Appointed after the
existence partnership
Status of employment:
revocable with or without
cost- can be fired
MEANING Contract of 2 or more persons with intend to Artificial created by law
share profit at the end of partnership
RA 1306 Autonomy of contract
INCORPORATORS - start company (wala pay company) after the company exist will call CORPORATORS
,
DISTINCTIONS PARTNERSHIP CORPORATION
CREATED / organize Mere agreement - mag kasabot already exist By operation of Law
you have to submit documentary
requirements to SEC
After evaluation of SEC will issue:
CERTIFICATE OF
INCORPORATION
birth certificate of the company
indicate the day of existence of
company
POWERS Any power as long as not contrary to laws, Can exercises Only all the listed in each article of
morals, good customs, public order and policy incorporation
If exercise not listed is Unlawful
NUMBERS - how many person 2 or more persons come from an agreement New rule: 2020-2021: atleast / only 1
needed to exist: incorporator - By Ping Lacson
Old rule: not less than 5 but not more than 15
incorporator
EXTENT OF LIABILITY GENERAL PARTNER: SUBSCRIBER:
Liable up to the extent of his personal Only to the unpaid subscription
property but only after the Example: purchase shares in San. Miguel Corp.
ASSET/PARTNERSHIP will exhausted and pay 25%, Only 75% is considered liability
Example: The remaining balance from the
unpaid payable, can be collected from the
personal al property of the general partner
DURATION - life span indefinite 50 years renewable for another 50 years
As long as all partners are still alive, the Life span of corporation 50 years and
partnership still exist renewable for another 50 and so on
PERPETUAL SUCCESSION
TRANSFER OF INTEREST- Consent of all partners required Consents of majority of Board of directors
selling of properties Before selling the properties, consent of Before selling Majority votes of board of
all partners must be obtain Directors
If one decline or disagree: NOT a valid If no majority vote: not valid
EFFECT OF Automatically dissolve the partnership even 1 Has no effect at all
DEATH ,WITHDRAWAL, person died, withdraw, resign Almost in all case it should be rule by
RESIGNATION Easy to create but easy to dissolve Majority of BOD
Management All partners manage the partnership Runs the corporation: BOARD OF DIRECTORS
Instances: Ruled by MAJORITY votes of BOD
o May hire managing partner
A. Appointed from the
beginning of partnership
- Irrevocable status of
employment - dili dali ma
ma fire
B. Appointed after the
existence partnership
Status of employment:
revocable with or without
cost- can be fired
MEANING Contract of 2 or more persons with intend to Artificial created by law
share profit at the end of partnership
RA 1306 Autonomy of contract
INCORPORATORS - start company (wala pay company) after the company exist will call CORPORATORS
,
