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DIPOLOG MEDICAL CENTER COLLEGE FOUNDATION

Sta. Filomena, Dipolog City

SCHOOL OF BUSINESS AND ACCOUNTANCY
SCOPE AND SEQUENCE

PHILOSOPHY OF DMC-CFI EDUCATION

Dipolog Medical Center College Foundation, Inc. maintains that full development of a person’s
potentials depends largely on the nature, level and suitability of stimuli and the challenges he encounter
in daily life. The role of DMCCFI as institution is such that it serves as a rich interactive environment
where the student is continually encouraged, motivated, and more importantly, challenged to produce
the optimal use of his innate and acquired skills.

SCHOOL VISION

Our vision is to be a leading educational institution, highly regarded for our commitment to
students; distinguished for excellence in instruction as responsive to the communities we serve.

SCHOOL MISSION

Guided by our vision, Dipolog Medical Center College Foundation will become a premier
educational institution through: quest for excellence, academic and professional competence, advance
in information technology, community involvement, working partnership, global perspective and over-
all learning experience.

GENERAL OBJECTIVES OF SCHOOL OF BUSINESS AND ACCOUNTANCY

The DMC College Foundation School of Business and Accountancy has the following objectives:
1. To mold all students to become computer literate, socially responsible, globally aware,
analytical, and reasonable decision-making individuals who are competent in interpersonal, oral
and written communication skills.
2. To produce graduates who are well-versed in the fundamental economic and business
principles, as well as the practical application of those principles in the simulated business
setting.
3. To design our educational programs in ways that prepares students or leadership roles in the
dynamic, domestic and global.
4. To deliver business professional who will be perceived not just business managers but leaders in
the society.
5. To constantly update the curricula of the different programs to prepare students to adapt to the
rapidly changing technology and to recognize diversity in the work place.
6. TO ensure that faculty members are responsible, committed and qualified in their respective
fields or profession.
7. To promote among the faculty members integrity, professionalism and compliance to the latest
trends, standards and developments in their chosen field of expertise.
8. To emphasize social responsibility as one of the business cores in nurturing well-rounded
business professionals of the future.
DIPOLOG MEDICAL CENTER COLLEGE FOUNDATION
Sta. Filomena, Dipolog City

COURSE CODE : BL 2
COURSE TITLE : Law on Business Organization
CREDIT UNIT : 3 units
LECTURE HOUR PER WEEK : 3 hours

I. COURSE DESCRIPTION
This course is intended to give the students a broad knowledge of legal provisions governing
business associations-limited liability company, partnership and corporations. Topics include: nature
of partnerships; elements and kinds of partnership; formalities required; rules of management,
distribution of profits and sharing of losses and liabilities; modes of dissolution; limited partnership;
nature and classes of corporations; requirements for incorporation; powers of a corporation
(expressed, implied and incidental); board of directors; classes of stock; powers and obligations of
stockholders; majority and minority controls; corporate reorganization (merger, consolidation and
other business combinations); modes of dissolution and liquidation; and statutory books, records
and returns required for a corporation. Also discussed are the laws of associations such as clubs.

II. COURSE OBJECTIVES
At the end of this course, students are expected to:
1. Explain the General Provisions of contract of partnership
2. Enumerate and explain the Obligations of the Partners
3. Enumerate and explain the Obligations of the partners to themselves
4. Enumerate and explain the Obligations of the Partners with Regards to Third Persons
5. Explain the Dissolution and Winding Up of contract of partnership
6. Describe the Limited Partnership
7. Describe the procedures on Incorporation and Organization of Private Corporations
8. Define the Board of Directors/Trustees/Officers f the corporation
9. Enumerate and describe the Powers of Corporations
10. Explain the importance of By-laws and Meetings of the corporations, Corporate Books and
Records
11. Define and differentiate Merger and Consolidation
12. Define Appraisal Right
13. Enumerate and explain the modes of Dissolution of a corporation

III. METHODOLOGY
Interactive discussions, graded oral recitations, read and explain each articles, pre-tests and
post-tests and fishbowl.

IV. MEDIUM OF INSTRUCTION
English, Filipino and Cebuano are the medium of instruction in this course.

V. COURSE OUTLINE TIME FRAME
1. Orientation Week 1
1.1 Review of DMCCFI Philosophy of Education
1.2 Overview of the course description, citing significance
And integration in the context of DMCCFI Philosphy
Of education
DIPOLOG MEDICAL CENTER COLLEGE FOUNDATION
Sta. Filomena, Dipolog City

2. Partnership
Brief history of Partnership

2.1 Chapter 1: General Provisions Week 1-2
(Articles 1767 to 1783)
2.1.1 Definition of Partnership
2.1.2 Elements to constitute partnership
2.1.3 Meaning of Delectus personae
2.1.4 Persons; Capacity to be partners
2.1.5 Partner’s agreement is law between them
2.1.6 Partnership for the exercise of a profession
2.1.7 Essentials to Constitute a partnership
2.1.8 Characteristics of partnership contract
2.1.9 Partnership has juridical personality
2.1.10 Capacity of juridical persons
2.1.11 Test to determine existence of a partnership
2.1.12 Sharing of returns does not itself establish a partnership
2.1.13 When partnership is ascertained
2.1.14 Effect of failure to register
2.1.15 Requirements essential
2.1.16 Inventory required when immovable property is contributed
2.1.17 Capacity to acquire property
2.1.18 Kinds of partnership
2.1.19 Kinds of partners
2.1.20 Future properties
2.1.21 Presumption in favor of universal partnership of profits
2.1.22 Other instances of void donations
2.1.23 Universal distinguished from particular partnership
2.1.24 Law partnership distinguished from accountancy

2.2 Chapter 2. Obligations of the Partners
(Articles 1784 to 1814)

2.2.1 Section 1: Obligations of the partners among Themselves Week 3
2.2.1.1 Partnership begins from execution
2.2.1.2 Continuation beyond fixed term
2.2.1.3 Partner’s failure to contribute
2.2.1.4 Obligations of partners to contribute
2.2.1.5 Concept of industrial partner
2.2.1.6 Partner authorized to manage
2.2.1.7 Partner liable for damages caused the partnership
2.2.1.8 Risk of specific and determinate things
2.2.1.9 Rules in profit and loss sharing
2.2.1.10 Share of industrial partner in profits and losses.
2.2.1.11 Scope of power of manager
2.2.1.12 Presumption as to authority of partners
2.2.1.13 Duty of partners to render information
DIPOLOG MEDICAL CENTER COLLEGE FOUNDATION
Sta. Filomena, Dipolog City

1st long Examination Week 3

2.2.2 Section 2: Property Rights of a partner Week 4
2.2.2.1 Incidents of right in specific property
2.2.2.2 Meaning of surplus
2.2.2.3 Partner’s interest is personal property
2.2.2.4 Partner’s interest subject to charging order
2.2.2.5 Partnership creditor’s preferred
2.2.2.6 Interest charged can be redeemed

PRELIMINARY EXAMINATION Week 4

2.2.3 Section 3: Obligations of the Partners with Regards to Third Persons Week 5-6
2.2.3.1 Definition of Firm name
2.2.3.2 Effect if the partnership name uses the name of a deceased person
2.2.3.3 Industrial partner cannot exempt himself from liability to third persons
2.2.3.4 Presumption that partner is agent
2.2.3.5 Partnership as mutual agency
2.2.3.6 Power of a partner
2.2.3.7 Limitations on partner’s authority
2.2.3.8 Conveyance of real property of the partnership
2.2.3.9 Admission by partner
2.2.3.10 Meaning of estoppels
2.2.3.11 Person bound by his representation

2.3 Chapter 3- Dissolution and Winding Up Week 7
(Articles 1828 to 1842)
2.3.1 Definition of Dissolution, Winding up and Termination
2.3.2 Grounds for Automatic Dissolution
2.3.3 Grounds for Judicial Dissolution
2.3.4 Who may petition for dissolution
2.3.5 Liabilities of partners for acts done after dissolution
2.3.6 Who may wind up partnership affairs
2.3.7 Rules for settling accounts between partners

MIDTERM EXAMINATION Week 8

2.4 Chapter 4. Limited Partnership Week 9
(Articles 1843 to 1867)
2.4.1 Definition of Limited Partnership
2.4.2 General partners distinguished from limited partners
2.4.3 Characteristics of limited partnership
2.4.4 Formal requisites of limited partnership
2.4.5 Rights of limited partners
2.4.6 When limited partner may demand return
2.4.7 When certificate considered cancelled or amended
DIPOLOG MEDICAL CENTER COLLEGE FOUNDATION
Sta. Filomena, Dipolog City

3. Corporation Code of the Philippines

3.1 Title I. General Provisions Week 9
3.1.1 Sec 1. Title of the code
3.1.2 Sec 2. Corporation
3.1.3 Sec 3.Classes of Corporations
3.1.4 Sec 4. Corporations created by special laws or charters
3.1.5 Sec 5. Corporators and incorporators
3.1.6 Sec 6. Classification of shares
3.1.7 Sec 7. Founder’s shares
3.1.8 Sec 8. Redeemable shares
3.1.9 Sec 9. Treasury shares

3.2 Title II. Incorporation and Organization of Private Corporations Week 10
3.2.1 Sec 10. Number of qualifications of incorporators
3.2.2 Sec 11. Corporate terms
3.2.3 Sec 12. Minimum capital stock required of stock corporations
3.2.4 Sec 13. Amount of capital stock to be subscribed and paid for purposes of
incorporation
3.2.5 Sec 15 Form of articles of incorporation
3.2.6 Sec 16. Amendments of articles of incorporation
3.2.7 Sec 17. Grounds when articles of incorporation or amendment may be rejected
or disapproved
3.2.8 Sec 18. Corporate name
3.2.9 Sec 19. Commencement of corporate existence
3.2.10 Sec 20. De Facto corporations
3.2.11 Sec 21. Corporation by Estoppel
3.2.12 Sec 22. Effects of non-use for corporate charter and continuous inoperation of a
corporation

3.3 Title III. Board of Directors/Trustees/Officers Week 10
3.3.1 Sec 23. The board of directors and trustees
3.3.2 Sec 24. Election of directors or trustees
3.3.3 Sec 25. Corporate officers, quorum
3.3.4 Sec 26. Report of election of directors, trustees ad officers
3.3.5 Sec 27. Disqualification of directors, trustees or officers
3.3.6 Sec 28. Removal of directors or trustees
3.3.7 Sec 29. Vacancies in the offices of director
3.3.8 Sec 30. Compensation of directors
3.3.9 Sec 31. Liability of directors, trustees or officers
3.3.10 Sec 32. Dealings of directors, trustees or officers with the corporation
3.3.11 Sec 33. Contracts between corporations with interlocking directors
3.3.12 Sec 34. Disloyalty of director
3.3.13 Sec 35. Executive Committee

3.4 Title IV. Powers of Corporations Week 11
3.4.1 Sec 36. Corporate powers and capacity
3.4.2 Sec 37. Power to extend
DIPOLOG MEDICAL CENTER COLLEGE FOUNDATION
Sta. Filomena, Dipolog City

3.4.3 Sec 38. Power to increase or decrease capital stock; incur, create or increase
bonded indebtedness
3.4.4 Sec 39. Power to deny pre-emptive right
3.4.5 Sec 40. Sale or other disposition of assets
3.4.6 Sec 41. Power to acquire own shares
3.4.7 Sec 42. Power to invest corporate funds in another corporation or business or
for any other purpose
3.4.7 Sec 43. Power to declare dividends
3.4.8 Sec 44. Power to enter into management contract
3.4.9 Sec 45.Ultra vires acts of corporations

3.5 Title V. By-laws Week 11
3.5.1 Sec 46. Adoption of by-laws
3.5.2 Sec 47. Contents of by-laws
3.5.3 Sec 48. Amendments of by-laws

SEMIFINAL EXAMINATION Week 12

3.6 Title VI. Meetings Week 13
3.6.1 Sec 49. Kinds of meeting
3.6.2 Sec 50. Regular and special meetings
3.6.3 Sec 51. Place and time of meetings of stockholders or members
3.6.4 Sec 52. Quorum in meetings
3.6.5 Sec 53. Regular and special meetings
3.6.6 Sec 54. Who shall preside at meetings
3.6.7 Sec 55. Right to vote of pledgors, mortgagors and administrators
3.6.8 Sec 56. Voting in case of joint ownership
3.6.9 Sec 57. Voting right for treasury shares
3.6.10 Sec 58. Proxies
3.6.11 Sec 59. Voting trusts

3.7 Title VII. Stocks and stockholders Week 13

3.8 Title VIII. Corporate Books and Records Week 13

3.9 Title IX. Merger and Consolidation Week 13

3.10 Title X. Appraisal Right Week 14

3.11 Title XI. Non-stock Corporations Week 14
3.11.1 Chapter 1- Members
3.11.2 Chapter 2-Trustees nd Officers
3.11.3 Chapter 3- Distribution of assets in Non-stock Corporations

3.12 Title XII. Close Corporations Week 14
DIPOLOG MEDICAL CENTER COLLEGE FOUNDATION
Sta. Filomena, Dipolog City

3.13 Title XIII. Special Corporations Week 14
3.13.1 Chapter I- Educational Corporations
3.13.2 Chapter II- Religious Corporations

3.14 Title XIV. Dissolution Week 14

3.15 Title XV. Foreign Corporations Week 14

3.15 Title XVI. Miscellaneous Provisions Week 14

FINAL EXAMINATION Week 15

VI. REFERENCES

The Law on Business Organization
2008 edition
By Justo P. Torres, Jr

The Law on Partnership and Corporation
By Hector De Leon

Notes in Business Law
By: Fidelito Soriano

VII. EVALUATION PROCEDURES
CLASS PARTICIPATION/ QUIZZES 40%
ATTENDANCE 10%
PROJECTS/ ASSIGNMENTS 10%
MAJOR EXAMINATION 40%
TOTAL 100%

DATE REVISED: January 2016

PREPARED BY: Gina Lou M. Cacho, CPA

CHECKED BY: MRS. RACHELL-ANN B. BULJATIN, CPA
OIC-Dean, School of Business and Accountancy

APPROVED BY: Dr. DINO JOEY L. CORDOVA
Dean of Instruction/ VP for Academic Affairs