Partnership is a contract of two or more persons who binds themselves to contribute money, property

or industry to a common fund with the intention of dividing profits among themselves

Characteristics
CONSENSUAL it is perfected by mere consent
PRINCIPAL as to its validity or existence it does not depend on any other contracts
BILATERAL OR MULTILATERAL it is entered into by two or more persons whose rights and obligations are
reciprocal
NOMINATE it has a special name given to it by law
PREPARATORY a contract in not an end itself but a means thru which other contracts may be made
Meaning a means by which other contracts may be entered into as the partnership pursues its business
ONEROUS- the partners contribute money, property or industry to a common fund

Requisites of consent
1. Must be given by two or more parties
2. Parties are capacitated to contract
3. Consent must be intelligently or freely given
4. The contracting parties has express manifestation of the will
SIMILARITIES
1. Both have a separate juridical personality
2. Both are artificial persons they have no bodily existence and can only act thru agents
3. Both are composed of a group of persons except corporation sole
4. Partnership is taxed as corporation except GPP

DIFFERENCES

MANNER OF CREATION
NUMBER OF ORGANIZERS
RIGHT OF SUCCESSION
POWERS
MANAGEMENT
PARTNERSHIP
Mere agreement of the partners
2 or more persons
No right
May exercise any power
provided it is authorized by the
partners and is not contrary to
law, morals, good customs,
public order or public policy
All of the general partners each
of whom are considered an
agent of the partnership unless
CORPORATION
By operation of law
5-15
Has right
Can only exercise powers
expressly authorized by law or
incident to its existence
Can act thru its BODs

LIABILITY OF MEMBERS FOR
DEBTS
COMMENCEMENT OF EXISTENCE
TRANSFERABILITY OF INTERESTS
TERM OF EXISTENCE
DISSOLUTION
otherwise agreed
General partners are liable to the
debts of partnership with their
separate assets
Upon the execution of
partnership contract or unless
the partners set a different date
Partners can transfer his
interests to third person
provided that there is consent
with other partners
May exist for a period not
exceeding 50 years
Cannot be dissolved without the
consent of the state
Stockholders are not liable for
the debts of a corp
On the date of the issuance of
certificate of incorporation by
the SEC
Can transfer his shares to
another person without the
consent of other stockholders
Indefinite period
Can be dissolve by the
agreement of partners