SAN PABLO COLLEGES

San Pablo City

COLLEGE OF ACCOUNTANCY

MODULE COURSE SYLLABUS

COURSE CODE: BSA CORE 3 FACULTY: Atty. Maria Almira L. Fandialan – Saniano
COURSE TITLE: Business Laws and Regulations CONSULTATION HOURS: 7:30-8:30 MWF

COURSE DESCRIPTION :

This course is an in-depth study of the nature, kinds, and effects of business organizations, particularly Partnership and
Corporation. It likewise involves the study of the basic concepts and related laws governing Partnerships and Corporations
organized in the Philippines, including their formation, dissolution and liquidaton.

COURSE OUTCOME :
 At the end of the course, students will be able to understand the legal concepts and rules governing Partnership and
Corporation Law, and their application to practical problems and everyday life.
TIME TOPIC/S LEARNING METHODOLOGY RESOURCES ASSESSMENT
OUTCOMES

Week 1 I. PARTNERSHIP

A. GENERAL PROVISIONS Understand and learn Lecture Textbook Assignments

the basic concepts of
1. Definition and Concept Partnership and how
to apply them in
2. Requisites everyday life.
Powerpoint Internet Graded Recitation
3. Classifications, according to: Presentation
Enumerate and
3.1 Object discuss classifications
a. Universal of Partnership, and
b. Particular differentiate them
from one another. Recitation
3.2 Liability (Question and
a. Limited Answer Drill)
b. General

3.3 Duration
a. Specific or Fixed
b. Partnership at will

3.4 Legality of Existence

a. De Jure
b. De Facto
 3.5 Purpose
a. Commercial / Trading
b. Professional

Week 2 B. FORMATION OF PARTNERSHIP

Enumerate and
1. Formalities understand in depth Lecture Textbook
2. Qualifications of a Partner the formalities in the
3. Kinds of Partners formation of a
3.1 Capitalist Partnership, and the
3.2 Industrial qualifications Powerpoint Reference Graded Recitation
3.3 General required to become a Presentation Materials
3.4 Limited Partner.
3.5 Managing Partner
3.6 Liquidating Partner Enumerate and
3.7 Ostensible discuss the kinds of Group Activity
3.8 Secret Partners, and Recitation Internet
3.9 Dormant differentiate them (Question and
3.10 Nominal from one another. Answer Drill)

Week 3 C. DISTRIBUTION OF PROFITS Understand the rules on Powerpoint Textbook

AND LOSSES the division of profits and Presentation
losses among the
1. Distribution / Division of Profits and capitalist and industrial
Losses partners. Graded Recitation
2. Share in the Profits and Losses
Discuss the designation Recitation Reference
of share in the profits
(Question and Materials
and losses by a partner
Answer Drill)
to a third person or to
 another partner.

Week 4 D. RULES OF MANAGEMENT Explain the scope of Lecture Textbook Assignments

authority and revocation
1. Scope of Authority of appointment of a
2. Revocation of Appointment managing partner
3. Conflict / Disagreement in the appointed in the Articles Powerpoint Reference
of Partnership, and after
manner of management Presentation Materials Quiz
formation of the
Partnership.

Explain the scope of

authority, revocation, Recitation
and opposition between (Question and Internet Graded Recitation
two partners, both Answer Drill)
appointed as managers.

Discuss the rule when

the manner of
management has not
been agreed upon.

Week C. RIGHTS AND OBLIGATIONS Understand the rights

5-6 OF THE PARTNERS AND THE and obligations of
PARTNERSHIP partners and the Lecture Textbook Assignments
partnership.
1. Rights of partners Reference
2. Obligations of Partners Explain the liability of the Materials
3. Obligations of the Partnership to the Partnership to third Recitation
Partners persons for the acts of
(Question and Internet Graded Recitation
4. Liability of the Partnership to third partners
Answer Drill)
persons for the acts of partners
 5. Preference in payment of liabilities. Discuss the preference
in the payment of the
liabilities of the
partnership and the
private creditor of a
partner.

Week 7 D. DISSOLUTION AND WINDING Discuss the causes

UP and effects of
Dissolution and
1. Definition and Concept of winding up.
Dissolution and Winding up Recitation Textbook Graded Recitation
2. Causes of Dissolution Distinguish the acts (Question and
3. Effects of Dissolution on the of a partner after Answer Drill)
authority of a partner dissolution which will
4. Acts of a partner after dissolution bind or will not bind
which will or will not bind the the partnership.
partnership Group Report / Reference
5. Liability of the partners and Understand the rules Presentation Materials Group Activity
partnership after dissolution on liability of the
6. Extrajudicial and judicial winding partners and
up of partnership affairs partnership for the
acts of partners after
dissolution. Internet

Understand the
concept of
extrajudicial and
judicial winding up.

Week 8 E. LIQUIDATION Discuss the order of Recitation

payment of (Question and Textbook Graded Recitation
 1. Concept and Definition partnership liabilities Answer Drill)
2. Order of payment of liabilities Discuss the grounds Reference
3. Grounds for rescission of for rescission of Materials
partnership contract partnership contract.

Week 9 F. LIMITED PARTNERSHIP Enumerate and

discuss the
1. Definition and Concept requirements for the
2. Requirements for the formation formation of a LP. Lecture Textbook Quiz
of a Limited Partnership
3. Rights and obligations of a Discuss the rights
general partner and a limited and obligations of a
partner in a LP general partner and a
4. Effects of retirement, death, civil limited partner in a Reference
interdiction, insanity or LP. Materials Graded Recitation
insolvency
5. Order of payment of liabilities of Understand the Recitation
a Limited Partnership effects of retirement, (Question and
death, civil Answer Drill) Internet
interdiction, insanity
or insolvency of a
partner in a LP.

Discuss the order of

payment of liabilities
of a LP.

Week II. CORPORATION

10
A. GENERAL PROVISIONS
Week II. AGENCY
10
A. GENERAL PROVISIONS Discuss and Lecture Textbook Assignments
understand the
1. Definition and Concept nature of Corporation
and the essential
2. Requirements for organization requirements for its Powerpoint Reference
of a corporation organization. Presentation Materials
(Reviewers Graded Recitation
3. Classifications of Corporations and Memory
Differentiate the Recitation Aid)
3.1 In relation to the State various classes of (Question and
3.1.1 Public Corporation. Answer Drill)
3.1.2 Quasi-Public Internet Case Analysis
3.1.3 Private

3.2 Place of Incorporation

3.2.1 Domestic
3.2.2 Foreign

3.3 Purpose of Incorporation

3.3.1 Municipal
3.3.2 Religious
3.3.3 Educational
3.3.4 Charitable
3.3.5 Business

3.4 Number of Members

 3.4.1 Aggregate
3.4.2 Corporation Sole

3.5 As to Legal Status

3.5.1 De Facto
3.5.2 De Jure
3.5.3 By Estoppel
3.5.4 By Prescription

3.6 Existence of Shares

3.6.1 Stock
3.6.2 Non-Stock

Week B. BOARD OF DIRECTORS,

11 TRUSTEES AND OFFICERS Discuss the function,
qualifications and Lecture Textbook Assignments
1. Qualifications and term of office term of office of a
2. Functions director or trustees.
3. Election and Meetings
4. Removal and vacancies Understand the Powerpoint Reference
5. Rules on self-dealing directors, election process of Presentation Materials
trustees or officers directors and (Reviewers Graded Recitation
6. Rules on contracts between trustees. and Memory
corporations with interlocking Recitation Aid)
directors Understand the rules (Question and
in the election and Answer Drill)
meetings of directors, Internet Case Analysis
trustees and officers.

Explain the causes

 and filling of removal
and vacancies of
directors and trustees

Discuss the rules on

self-dealing directors,
trustees or officers,
and the rules on
contracts between
corporations with
interlocking directors.

Week C. POWERS OF CORPORATIONS

12
1. Express Differentiate and Lecture Textbook Graded Recitation
2. Implied understand the kinds
3. Incidental of powers of a Recitation
4. Specific Corporation under (Question and Internet Term Examination
the Corporation Answer Drill)
Code.

Week D. STOCKS AND STOCKHOLDERS Discuss the concept Lecture Textbook

13 of Subscription,
1. Subscription Certificate of Stock Recitation
2. Certificate of Stock and Derivative Suit. (Question and Reference Graded Recitation
3. Rights and liabilities of Answer Drill) Materials
stockholders Explain the rights and
4. Derivative Suit liabilities of
5. Requirements on Corporate stockholders.
books and records
Understand the
 requirements on
Corporate books and
Records.

Week E. CORPORATE REORGANIZATION Differentiate Merger

14 from Consolidation.
1. Merger Textbook Graded Recitation
2. Consolidation Discuss the Lecture
procedures for a
Merger and Internet Case Analysis
Consolidation, and
their effects.

Week F. APPRAISAL RIGHT

15 Understand the Lecture
1. Definition and Concept concept of Appraisal Textbook Graded Recitation
2. How Appraisal Right is exercised Right, its application
Recitation
3. Effects and effects.

Week G. DISSOLUTION & LIQUIDATION Understand the

16 concept of Textbook
1. Definition and Concept Dissolution and
2. Kinds Corporate Liquidation Group Reference Group Activity
3. Effects Presentation Materials
Discuss kinds and
effects of Dissolution Internet
and Liquidation.
 Understand the
Week H. FOREIGN CORPORATIONS concept of a Foreign
17 Corporation and the
1. Definition and Concept requirements in order Lecture Textbook Graded Recitation
2. Requirements to do business in for it to do business
the Philippines in the Philippines.
Recitation
3. Suits by or against a FC Reference Quiz
(Question and
4. Withdrawal of a FC Explain the suits by Materials
Answer Drill)
or against a FC, and
its withdrawal.

Week I. NON-STOCK CORPORATIONS, Discuss and

18 CLOSE CORPORATIONS, AND understand the Lecture Textbook
SPECIAL CORPORATIONS concept of a Non-
Stock, Close and
1. Concept and Definition Special Corporations.
2. Purposes, Memberships, and Graded Recitation
Election of Trustees and Officers Explain their Powerpoint Reference
3. Required provisions in the purposes, Presentation Materials
Articles of Incorporation memberships, and (Reviewers
4. Dissolution election of its and Memory
Trustees and Officers. Aid) Term Examination

Explain the required Recitation

provisions in the (Question and
Articles of Answer Drill) Internet
Incorporation of a
Close Corporation,
and the process of
dissolution.
 REFERENCES:

BOOK : Law on Partnership and Corporation, Hector S. De Leon; Commercial Law Reviewer, Zarah Villanueva - Castro
ONLINE : lawphil.net, eSCRA, scribd.com, academia.com
OTHERS : Arellano Law Purple Notes, 2018 Edition

GRADING SYSTEM

Class Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60%

Quizzes 25%
Recitation 15%
Course Requirement / Assignments 10%
Attendance and Decorum 10%

Periodical Examination . . . . . . . . . . . . . . . . . . . . . . . . . . 40%

TOTAL 100%

CLASSROOM POLICY

1. Students are expected to be always present, punctual, attentive, and active in class activities and discussions.
2. Students are expected to take all quizzes and examinations on the scheduled dates.
3. Students are expected to submit course requirements and assignments on time.
4. Students are expected not to use cellular phones and gadgets during class hours.
5. Students are expected to manifest the values and decorum of a model student.