the execution of the contract of partnership (Art. 1784.

), while

a corporation begins to have juridical personality only from

the date of issuance of the certifi cate of incorporation by the

Securities and Exchange Commission (Sec. 19, Ibid.);

(4) Powers. — A partnership may exercise any power

authorized by the partners provided it is not contrary to law,

morals, good customs, public order, or public policy (Art. 1306.),

while a corporation can exercise only the powers expressly

granted by law or implied from those granted or incident to its

existence (Secs. 2, 36, Ibid.);

(5) Management. — In a partnership, when the management

is not agreed upon, every partner is an agent of the partnership

(Art. 1803.), while in a corporation, the power to do business and

manage its affairs is vested in the board of directors or trustees

(Sec. 23, Ibid.);

(6) Effect of mismanagement. — In a partnership, a partner as

such can sue a co-partner who mismanages (see Arts. 1794, 1806,

1809.), while in a corporation, the suit against a member of the

board of directors or trustees who mismanages must be in the

name of the corporation (see Sec. 23, Ibid.);

(7) Right of succession. — A partnership has no right of

succession (see Arts. 1828-1831, 1860.), while a corporation has

such right (Sec. 2, Ibid.);

(8) Extent of liability to third persons. — In a partnership,

the partners (except limited partners) are liable personally and

subsidiarily (sometimes solidarily) for partnership debts to third

persons (see Arts. 1816, 1822-1824.), while in a corporation, the

stockholders are liable only to the extent of the shares subscribed

by them (see Secs. 64, 37, Ibid.);

(9) Transferability of interest. — In a partnership, a partner

cannot transfer his interest in the partnership so as to make the

transferee a partner without the consent of all the other existing

partners because the partnership is based on the principle of

delectus personarum (see Arts. 1767, 1804.), while in a corporation,

a stockholder has generally the right to transfer his shares without