BLAW 2 - LAW ON BUSINESS ORGANIZATIONS

By: Atty. Essy Genebelle B. Antonano

COURSE OUTLINE FOR

BLAW 2
LAW ON BUSINESS ORGANIZATION

I. Course Title:
BLAW 2- Law on Business Organizations
II. Course Description:
This is a study of law governing partnership and corporations as types of business organizations. The
course focuses on the basic principles provided by these special laws, and the application of these
principles to the various relationships created by these business transactions.

III. Course Outcome:

At the end of this course, the students are expected to:
1. To acquire a general overview of business organizations, particularly on partnership and corporations,
and how these organizations are governed by Philippine laws;
2. Appreciate the complexity of business organization in its dealings with the State, its members, and the
public in general;
3. Be aware of sources of opportunities and avenues where students could actively participate in
empowering micro-business organizations as catalysts for nation-building.

IV. Course Outline:

Week Topics Readings/ Assignments
1 Introduction to Business Organization

2- 4 Unit 1: PARTNERSHIP: GENERAL Art. 1776 – Art. 1783

PROVISIONS of the civil code of the Philippines

a. Concept, Definition, Elements

and Features The Law on Partnerships and Private Corporation
b. Partnership as juridical entity By: Hector S. De Leon and Hector M. De Leon, Jr.,
c. Rules to determine existence of
partnership Quiz 1 - 30
d. Partnership distinguished from
other associations
 BLAW 2 - LAW ON BUSINESS ORGANIZATIONS
By: Atty. Essy Genebelle B. Antonano

e. Effects of unlawful partnership

f. Form of partnership contract
g. Classification of partnership
h. Kind of partners
i. Particular Partnership

5-8 Unit 2: Part 1

OBLIGATION OF THE PARTNERS Art. 1784 – Art. 1809
of the civil code of the Philippines
a. Commencement of Partnership
b. Obligation of Partners among
themselves The Law on Partnerships and Private Corporation
c. Obligations with respect to By: Hector S. De Leon and Hector M. De Leon, Jr.,
contribution of
property Assignment:
d. Obligations of Industrial Partner Quiz:
e. Contribution to Capital and other
obligations
f. Risk of Loss of things contributed
g. Responsibility of the partnership
to the partners
h. Distribution, Designation of Profit Quiz 2
and Losses A-15 (a-f)
i. Rights and obligation with respect B-15 (g-l)
to management
j. Rules when management has not
been agreed
upon
k. Contract of Sub-partnership
l. Other rights of the partners

Art. 1810 – Art. 1827

9-11 Unit 2: Part 2 of the civil code of the Philippines

a. Property Rights of a Partner The Law on Partnerships and Private Corporation

By: Hector S. De Leon and Hector M. De Leon, Jr.,
Unit 2: Part 3
Quiz: 3- 15
b. Obligation of Partner with
regards their persons Recitation- 10
b.1. Liability of partners

12 Midterm Exam
13 Art. 1828 – Art. 1842
 BLAW 2 - LAW ON BUSINESS ORGANIZATIONS
By: Atty. Essy Genebelle B. Antonano

Unit 3: of the civil code of the Philippines

a. Dissolution and Winding up
The Law on Partnerships and Private Corporation
By: Hector S. De Leon and Hector M. De Leon, Jr.,

Assignment:
Quiz 4 - 15

Art. 1843 – Art. 1867

14-17 Unit 4: LIMITED PARTNERSHIP of the civil code of the Philippines

a. Concept and Characteristic

differences between general and The Law on Partnerships and Private Corporation
limited By: Hector S. De Leon and Hector M. De Leon, Jr.,
partnership
b. requirements for formation of Assignment:
limited Quiz:
partnership
c. Allowable and Prohibited
transactions with limited partners
d. Rights of limited partners
e. Rights of the creditors of the
limited partner

18-19 Unit 5: CORPORATION : GENERAL Batas Pambansa Blg. 68

PROVISIONS (Old) Corporation Code

a. Concept, Definition, R.A. 11232 - The Revised Corporation Code of the

Classification, Elements and Philippines
Features
b. Comparative Matrix of the Old https://www.sec.gov.ph/wp-content/uploads/
and the Revised Corporation Code 2019/11/2019Legislation_Revised-Corporation-
c. Incorporation, Term, Governing Code-Comparative-Matrix_as-of-March-22-
Body 2019.pdf
d. Articles of Incorporation and By-
Laws The Law on Partnerships and Private Corporation
e. Stocks and Stockholders By: Hector S. De Leon and Hector M. De Leon, Jr.,
f. Piercing the Veil of Corporate
Entity
g. Appraisal right and Pre-emptive
right
h. Dissolution

19 Pre- Final Exams

20 Final Exams
 BLAW 2 - LAW ON BUSINESS ORGANIZATIONS
By: Atty. Essy Genebelle B. Antonano

V. References:
1 .The Civil Code of the Philippines
2. Batas Pambansa Blg. 68 (Old) Corporation Code
3. R.A. 11232 - The Revised Corporation Code of the Philippines
4. The Law on Partnerships and Private Corporation (By: Hector S. De Leon and Hector M. De Leon, Jr.)
5. Other supplementary web materials and references:
https://www.sec.gov.ph/wp-content/uploads/2019/11/2019Legislation_Revised-Corporation-
Code-Comparative-Matrix_as-of-March-22-2019.pdf

VI. Grading System

REGULAR SEMESTER:

1. Midterm: Quiz Average 1 + Midterm Exam Score= Average 1 (Midterm Grade)

2

2. Pre-Final: Quiz Average 2 + Pre-Final Exam Score= Average 2

2

3. Average1 + Average 2 = General Average (Tentative Final Grade)

2

4. Final: General Average x 2 Final Exam Score = Final Average (Final Grade)
3
SUMMER:

1. Long Test 1 + Midterm Score+ Long Test 2= General Average (Tentative Final Grade)
3

2. General Average x 2 + Final Exam Score= Final Average

 BLAW 2 - LAW ON BUSINESS ORGANIZATIONS
By: Atty. Essy Genebelle B. Antonano

VII. Learning Strategies:

1. Flexible Learning through Learning Management System

2. On-line / Face-to-face Lectures
3. On-line / Face-to-face Class discussions
4. Workshop Discussions
5. Group assignments/Reports
6. Individual Assignments/Reports
7. Conferences/Seminar when available

VIII. Course Requirements:

1. Attendance and Punctuality

2. Class Participation/Recitation
3. Quizzes
4. Assignments
5. Major Examinations