Corporation Law

- Is a person, artificial being

- Person (natural or juridical person)
- Partnership and corporation > Juridical person

Partnership and Corporations

Manner of creation

Partnership is created by mere agreement of the partners.

Real property is contributed – lease of the real properties contriubuted and in public instrument

Limited partnership – Filed in SEC the articles of limited partnership

General partnership – do it orally

Corporation is created by operation of law

Some corpirations are not created by operation of law or by LAW

BY LAW – there is a specific law creating the corporation

Operation of law – comply with the requirements of the law

Privately owned corporation p created by operation of law

Government owned and controlled corpiraiton p creted by law

There is special law that created GOCC, their chrter

GSIS, SSS, DBP and several others – they are GOCC

Created by special law which from time to time they refer their charter.

Security banking corporation , philam life – private corporation and they are created by operation of
law.

Private corporation that has charter – PNB

Partnership and the corporation

Partnership – may use any name except similar or confusingly similar to the existing partnership or
corporation.

Coporation – needs to add to its corporate name - corporation or incorporated.

Partnership – always for profits

Corporation – may or maynot for profits

Education corporation

Corporation Soul – its not for profits.

Religious corporation – Propogation of faith

Elimus sinari corporation – for charity

Term agreed upon

Partnership – may agree on any term

Idustrial partner – money, propertyor industrial

Corporation – money or property

Right of scuccession – does not exist in partnership, when partner dies the partnership ceased

Only exist in the corporation

Shares, profilts and loses will be distributed according to the agreement of the parties

Dividends in the Corporation are distributed PRORATA

Extent of liabilities

Partnership –

General partnership are obliged to contribute some more if there are unpaid creditors

Corporation – once the subscriber fully paid of his subscription he is not oblige to pay more.
Civil code does not require minimum paid up capital

Corporation – Minimum paid up capital of 5k

Causes of dissolution

Partnership may be dissolve at the will of any partner

Corporation - resolution of the board of directors

Majority of the forum

Forming of a corporation

Persons forming a corporation – are called INCORPORATORS and they are the one who signed the
Articles of Incorporation

Incorporator may decide to leave the corporation – since they signed the article of incorporation

Signed only once. Amended articles of incorporation are not to be signed by anyone.

Ther eis only one set of signed article of incorporation.

Corporators – stock corporation

Corporators are called stock holders or share holders

The corporatros of non-stock cororiton are called members

Stok and non -stock corporatin

STOCK Corporation – 2 qualification of stock corporation

1. It has authorized capital stock divided into shares

2. Authorized to declare dividends from surplus.

Surplus – surplus profits

Non-stock corporation

Does not have both qualifications