BUSLAW: PARCOR

 SOLE PROPRIETORSHIP
- Businesses owned by a single individual
 PARTNERSHIPS & CORPORATIONS
- Formed businesses collectively owned or managed by more than one individual
- Mostly have more resources than sole proprietorship
- Can serve larger part of the population
SOLE PROPRIETORSHIP VS. PARCOR
SOLE PROPRIETORSHIP PARTNERSHIPS & CORPORATIONS
Does NOT have a juridical personality Has a juridical personality separate from
separate from the proprietor stockholders, partners, and members
Registered with DTI Registered with SEC (if registered)
Taxable as an individual Taxable with corporate code (except GPP)

PARTNERSHIP VS. CORPORATION

PARTNERSHIP
With at least two partners (Art. 1767)
Commence upon contract (Art. 1784)
Usually registered (Art. 1771-72)
Dividends distributed according to
contribution/stipulation (Art. 1791)
Always for profit (Art. 1767)
Taxable with corporate rate (except GPP
[Sec. 26, NIRC])
Consisting of partners
May act through partners (except limited
partners)
Partner signs contract
RA 386 (Civil Code)
 PARTNER
- Agent of a partnership
 BOARD MEMBERS
- Makes decisions for a corporation
 OFFICER
- Carries out the decision made for the corporation
CORPORATION
Organized by not more than 15 (Sec. 10)
Commence upon registration (Sec. 18)
Should always be registered
Dividends distributed according to shares
(stock corporations) (Sec. 3)
Sometimes non-profit (Sec. 86)
Taxable with corporate rate (except non-
stock)
Consisting of stockholders/members
May act through officers or board members
President signs contract
RA 11232 (Revised Corporate Code)

 TYPES OF PERSON
 Natural Person
- Human individuals
 Juridical Person
- Created and governed by law
- Not living things but given life by the law
- Not humans but formed by/composed by humans
- Allowed by law to engage in some human activities
- Has JURIDICAL CAPACITY
- Defined and classified by the law
  JURIDICAL CAPACITY
- The fitness to be the subject of legal relations, is inherent in every natural person
and is lost only through death (Art. 37, Civil Code)
- Juridical capacity is when the law provides protection and rights to natural and
juridical persons.
*Art. 16, Universal Declaration of Human Rights
The right to recognition everywhere as a person before the law
- laws can apply to them
- they must comply to the law
- they can be penalized by the law
*RA 10909, No Shortchanging Act of 2016
*RA 10639, Free Mobile Disaster Alert Act
- Directors, trustees, or officers are jailed when a juridical person violates a law with
imprisonment as punishment
SIMILARITIES & DIFFERENCES OF JURIDICAL PERSON AND NATURAL
PERSON
SIMILARITIES DIFFERENCES
Can own properties NATURAL JURIDICAL
Can sue and be sued (usually) PERSON PERSON
Can enter into contracts Has birthday Register/contract date
Could die Could be dissolved
Can marry Can merge
Can inherit Can have succession
rights

 Defined and classified by the law

 Public corporations (Political Subdivisions)
 Provinces
 Cities RA 7160
 Municipalities
 Barangays
 Public-interest corporations
 E.g. PhilHealth
 Private corporations and partnerships
*Art. 44, Civil Code
The State and its public corporation is a juridical person
*Art. 46, Civil Code
Possession and ownership of properties
*Late payment of taxes - surcharges