UB INDEPENDENT LEARNING MATERIALS

CEAS / BS IN LEGAL MANAGEMENT

Course LAW ON BUSINESS ORGANIZATIONS Course PLMC1

Title (PARTNERSHIP AND CORPORATION) Code:
Lecture Equivalent
3 3
Units Hours
Laboratory Equivalent
units Hours
Course Description:

This course is an introductory study on the laws of partnership and private corporation.
It will focus on the legal requirements for the formation of these business organizations
as juridical entities, their powers, management and dissolution. The rights and
liabilities of the members composing the business organization, whether as partners,
stockholders, officers or directors, are also studied, important doctrines in corporate
law are also tackled in the course.

Course Objectives:

CO1. Act in an ethical manner with due regard to his responsibilities towards fellow
students the school and the community.
CO2. Appreciate the advantages of partnership and corporation as a business organization.
CO3. Establish a partnership or corporation in accordance with the formalities required by law.
CO4. Resolve legal problems regarding the rights and obligations of persons who are part of
these business organizations.
CO5. Effectively manage partnership and corporation with due regard to governing laws and
rules and regulations.
CO6. Effectively communicate orally and in writing.

Overview
Reply to:
(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 Welcome to PLMC1 (Law on Business Organizations ( Partnership and
Corporation, this is a 3 unit course which will span over a period of 18 weeks and will
be delivered through the UBian LMS. For each of the modules you will go through five
phases of learning which we have termed as the UBIAN, meaning Uncover, Brainstorm,
Instill, Apply and Nutshell.

During the UNCOVER phase you will unlock the topic at hand as you read
through the learning materials and explore the links given. In the BRAINSTORM phase
we will discuss as we interact in our synchronous and asynchronous sessions. In
INSTILL you will collaborate with your fellow learners and accomplish the tasks and
activities on hand either individually or in collaboration with your fellow learners. In the
APPLY period we will assess your learning and understanding of the topic and finally in
NUTSHELL we will summarize what we have learned, provide you with references and
additional supplementary materials and assess the module that has just been
completed.

Grading Scheme
The following are the grading systems to be used:

(fill in the applicable grading system)

Reply to:
(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 Getting to Know Each Other

Before we totally immerse ourselves in our learning journey let us get to know
each other first. I am Atty. Ricardo B. Manalo II, I have been teaching here for 22years.
I am a graduate of Bachelor of Laws with field of specialization in laws. I hold special
interests in the field of commercial and corporate laws. I am excited to meet you and I
hope we get to know each better as we travel the course together.
It’s your turn! Tell me more about yourself, what made you decide to pursue this
strand or course. As you embark on your first online learning journey, do reflect on the
reason why you are doing it. Here’s our first getting to know you. (Teacher to put
instructions, you may execute this via flipgrid if you prefer to do this in asynchronous
session) or google jamboard. If you prefer to do this in a synchronous session or live
conference)

Study Guide / Study Schedule for the Semester

This is a summary of the schedule of topics for the semester. As you go through
this ILM you will see that each topic will have its own set of UBIAN phases and the
amount of time allotted for each is not constant.

Module
Inclusive Dates Title
Number
Feb.17- Feb. 25 Characteristics, Elements and Classifications of
1
Partneships
2 Obligations of Partners Among Themselves

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(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 Module
Inclusive Dates Title
Number
Distribution of Profits and Losses
3
Property Rights of a Partner
Obligations of the Partners with Regard to Third Persons
4
Dissolution and Winding Up of Partnership
General Provisions
5
Incorporation and Organization of Private Corporations
Powers of the Corporation

6 By-Laws

Meetings
Stocks and Stockholders

Corporate Books and Records

7
Merger and Consolidation

Appraisal Right
Non-Stock Corporations

Close Corporations

8 Special Corporations

Dissolution

Foreign Corporations

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(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 Module 1 Characteristics, Elements and Classifications of
Partneships

Course topic 1. Characteristics of Partnership

2. Elements of Partnership
3. Classifications of Partnership

Time allotment: ( for the week) ( Schedule e.g MWF,TTH)

Course objectives: Expected outputs:

1. Define a partnership; 1. Articles of Partnership

2. identify the elements of 2. Table of Comparison between

partnership; Partnership and Co-Ownership

3. discuss the characteristics of

partnership;

4. contrast partnership from other

entities;

5. determine the existence of

partnership;

6. classify partnerships;

7. classify partners;

8. distinguish universal partnership

from particular partnership;

9. identify persons prohibited to enter

Reply to:
(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 into a universal partnership; and

10. Execute a partnership contract

Partnership
CHAPTER 1
General Provisions

ARTICLE 1767. By the contract of partnership two or more persons bind themselves to
contribute money, property, or industry to a common fund, with the intention of dividing
the profits among themselves.
Two or more persons may also form a partnership for the exercise of a profession. (1665a)

ARTICLE 1768. The partnership has a juridical personality separate and distinct from
that of each of the partners, even in case of failure to comply with the requirements of
article 1772, first paragraph. (n)

ARTICLE 1769. In determining whether a partnership exists, these rules shall apply:
(1) Except as provided by article 1825, persons who are not partners as to each other are
not partners as to third persons;
(2) Co-ownership or co-possession does not of itself establish a partnership, whether such
co-owners or co-possessors do or do not share any profits made by the use of the property;
(3) The sharing of gross returns does not of itself establish a partnership, whether or not
the persons sharing them have a joint or common right or interest in any property from
which the returns are derived;
(4) The receipt by a person of a share of the profits of a business is prima facie evidence
that he is a partner in the business, but no such inference shall be drawn if such profits
Reply to:
(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 were received in payment:
(a) As a debt by installments or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a widow or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of the
business;
(e) As the consideration for the sale of a goodwill of a business or other property by
installments or otherwise. (n)

ARTICLE 1770. A partnership must have a lawful object or purpose, and must be
established for the common benefit or interest of the partners.
When an unlawful partnership is dissolved by a judicial decree, the profits shall be
confiscated in favor of the State, without prejudice to the provisions of the Penal Code
governing the confiscation of the instruments and effects of a crime. (1666a)

ARTICLE 1771. A partnership may be constituted in any form, except where immovable
property or real rights are contributed thereto, in which case a public instrument shall be
necessary. (1667a)

ARTICLE 1772. Every contract of partnership having a capital of three thousand pesos or
more, in money or property, shall appear in a public instrument, which must be recorded
in the Office of the Securities and Exchange Commission.
Failure to comply with the requirements of the preceding paragraph shall not affect the
liability of the partnership and the members thereof to third persons. (n)

ARTICLE 1773. A contract of partnership is void, whenever immovable property is

contributed thereto, if an inventory of said property is not made, signed by the parties,
and attached to the public instrument. (1668a)

ARTICLE 1774. Any immovable property or an interest therein may be acquired in the
partnership name. Title so acquired can be conveyed only in the partnership name. (n)

ARTICLE 1775. Associations and societies, whose articles are kept secret among the
members, and wherein any one of the members may contract in his own name with third
persons, shall have no juridical personality, and shall be governed by the provisions
relating to co-ownership. (1669)

ARTICLE 1776. As to its object, a partnership is either universal or particular.

As regards the liability of the partners, a partnership may be general or limited. (1671a)

ARTICLE 1777. A universal partnership may refer to all the present property or to all the

Reply to:
(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 profits. (1672)

ARTICLE 1778. A partnership of all present property is that in which the partners
contribute all the property which actually belongs to them to a common fund, with the
intention of dividing the same among themselves, as well as all the profits which they may
acquire therewith. (1673)

ARTICLE 1779. In a universal partnership of all present property, the property which
belonged to each of the partners at the time of the constitution of the partnership,
becomes the common property of all the partners, as well as all the profits which they may
acquire therewith.
A stipulation for the common enjoyment of any other profits may also be made; but the
property which the partners may acquire subsequently by inheritance, legacy, or donation
cannot be included in such stipulation, except the fruits thereof. (1674a)

ARTICLE 1780. A universal partnership of profits comprises all that the partners may
acquire by their industry or work during the existence of the partnership.
Movable or immovable property which each of the partners may possess at the time of the
celebration of the contract shall continue to pertain exclusively to each, only the usufruct
passing to the partnership. (1675)

ARTICLE 1781. Articles of universal partnership, entered into without specification of its
nature, only constitute a universal partnership of profits. (1676)

ARTICLE 1782. Persons who are prohibited from giving each other any donation or
advantage cannot enter into universal partnership. (1677)

ARTICLE 1783. A particular partnership has for its object determinate things, their use
or fruits, or a specific undertaking, or the exercise of a profession or vocation. (1678)

(Self-Paced Activity Asynchronous Session. Clearly state the specific activity that will happen
during this phase. Refer to the guide for each phase)

Reply to:
(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 Go over and analyse the Civil Code provisions in the Overview part of this module. Use as
reference the book of Andrix Domingo for the a more specific interpretation of each of the
provision. Graded recitation will be conducted in the synchronous session on this Brainstorm
part of this module

(Live Conferences Synchronous Session Provide specific instructions or guide. Provide an

overview of the lesson and what needs to be accomplished in this part. Refer to the guide for
each phase)

Activity 1:

Direction: A group activity will be posted as an assignment in the UBIAN LMS, Your answer will
also be submiited therein.

(Collaborations or peer work activities. Come up with an interactive group work. Refer to the
guide for each phase)

Reply to:
(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 Activity 2

Direction: An individual written activity will be posted in the assignment and the written work
(essay) will be submitted. This will be done after the activity in the Instill Stage.

(Assessment for learning Develop an activity that will assess the learners. In doing so, present
the rubric or criteria to guide your students on how they will be graded. Refer to the guide for
each phase)

QUIZ

( Enrichment or enhancement and summary of the week’s lessons. Additional Reminders and
supplementary materials Refer to the guide for each phase)

Resources
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Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph
 (Provide all your references in APA format)

Reply to:
(Address of Originating Campus)

Campuses: Hilltop | MH del Pilar | Pallocan East | Pallocan West | Lipa

Telephone Numbers: +63 43 723 1446 | 980 0041
Website: www.ub.edu.ph