I. Make a comprehensive comparative table between Partnership and Corporation.
Partnership
Manner of creation
Number of incorporators
Commencement of
juridical personality
Powers
Management
Effect of mismanagements
Right of succession
Extent of liability to 3rd
persons
Transferability of interest
Term of existence
Firm name
Corporation
Created by means of contract (mere
agreement between partners)
May be formed by 2 or more natural
persons.
A partnership commences from the time
of the execution of the Articles of
Partnership or the contract, unless it is
otherwise stipulated, and its recording
with the Securities and Exchange
Commission (SEC) is not necessary to
give it juridical personality.
In a partnership, any power authorized
by the partners is valid/permissible
(provided it be not contrary to law,
morals, good customs, public order and
public policy).
In a partnership, each partner can act for
the partnership. The general rule is that
each partner is an agent of the
partnership and his acts and contracts
are binding there on unless otherwise
provided in the articles of partnership.
All partners are affected by any effects of
mismanagement/s and are equally liable
in the interest that the action had been
done for the partnership.
No right of Succession because this is
based on mutual trust and confidence
such that the death, incapacity,
insolvency, civil interdiction or mere
withdrawal of one partner would result in
its dissolution.
All partners are liable pro rata with all
their property and after all the
partnership property has been
exhausted, for all the partnerships’
liabilities.
A partner cannot transfer his rights or
interest in the partnership so as to make
the transferee a partner without the
consent of the other partners.
May exist for an indefinite period.
The firm name shall bear “Company” or
“Co.” and for limited partnerships,
“Limited” or “Ltd.” For professional
partnerships, it may be “Company,”
“Associates,” or “Partners.”
Created by operation of law
Any person, partnership, association or
commerce, singly or jointly with others
but not more than fifteen (15) in number,
may organize a corporation for any lawful
purpose/s.
A corporation acquires juridical
personality only from the date of
issuance of the Certificate of
Incorporation by the SEC.
A corporation, on the other hand, can
only exercise the powers expressly
granted by law or implied from those
granted or incident to its existence.
Corporation can hire people to manage
the corporation by electing of their
directors.
Board of Directors for Stock Corporations
and Board of trustees for Non-stock
Corporations.
Mismanagement only affects the parties
involved and does not necessarily affect
the shareholders or other members.
Has the right of succession which
presupposes that it continues to exist
despite the death, withdrawal, incapacity
or civil interdiction of the stockholders
or members.
The liability of the stockholders or
members is limited to the extent of their
subscription or their promised
contribution (capital).
Any stockholder can ordinarily transfer,
sell or assign his shares of stock without
the consent of the other stockholders.
A corporation shall have Perpetual
Existence unless its articles of
incorporation say otherwise.
The firm name shall contain the word
“Corporation” or “Incorporated” or their
corresponding abbreviation “Corp.” or
“Inc.”

Dissolution Dissolved when a partner is
incapacitated, dead and/or simply at the
will of the partners.
Governing law Art. 1767-1867, Civil code of the
Philippines (R.A No. 386) which took
effect August 30 1950
In case of One Person Corporations, The
corporate name shall contain “OPC,”
while in Foundations it shall bear
“Foundation.”
For non-stock, non-profit and/or non-
governmental organizations engaging in
micro-financing, it shall bear in its name
“Microfinance” or “Microfinancing.”
Not dissolved by death or incapacity of
any shareholder or co-owner and the
consent of the state is needed in the
dissolution of a Corporation.
Revised Corporation Code of the
Philippines ( R.A No. 11232) which took
effect Feb. 23, 2019

II. Answer the following:

1. What is Partnership?
A partnership is when two or more persons agree to place their money, effects, labor, and
skill in lawful commerce or business, with the understanding that there shall be a
proportionate sharing of profits and losses among them (sometimes depending on the
ratio of their capital investment).

2. What are the essential requisites of a partnership?

The following are the essential requisites in forming/contacting into a partnership:
(1) There must be a valid contract;
(2) There must be a contribution of money, property (may be intellectual), or industry to
a common fund;
(3) The partnership must be organized for (the purpose of) gain or profit; and
(4) The partnership should have a lawful object or purpose and must be established for
the benefit or interest of all the partners involved.

3. What are the characteristics of a partnership?

A partnership has the following characteristics:
(1) Consensual – is perfected by mere consent because all of the partners have had a
meeting of minds during the formation of the partnership.
(2) Commutative – The contribution of each partner is considered as the equivalent of the
contribution of the other partners.
(3) Principal – it does not depend on other contracts in order to exist.
(4) Bilateral/Multilateral – is a contract entered into by two or more persons.
(5) Onerous – All of the partners must have a contribution whether it be money, property,
industry or some/all of these.
(6) Nominate – has a name in law
(7) Preparatory – it is a contract in preparation for other contract/s.
(8) Juridical Person/Artificial Being
(9) Fiduciary
(10) Essentially a contract of agency
 (11) Capable of Suit
(12) Profit-Oriented

4. What is delectus personae?

The doctrine of delectus personae (Choice of the person) is the right of a person with
whom he wishes to associate/dissociate himself with and allows a partner/s to have the
power to dissolve any formed partnership when the need arises.

5. What are the similarities between partnership and corporation?

The general similarity of these two is that they may be composed of two or more people
and they both flow through entities in the sense that taxation in terms of income, gains,
mandatory deductions, and losses are divided by all shareholders/partners.