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SYLLABUS – LAW 3/LAW3A (Law on Partnership and Private Corporations) PRELIMS: LAW ON PARTNERSHIP: (Articles 1767 to 1867) Chapter

I: General Principles Topics: 1. Concept and Definition of Partnership 2. Characteristics of Partnership 3. Essential Features of Partnership 4. Partnership, juridical personality 5. Effect of failure to comply with statutory requirements 6. Rules to determine the existence of partnership 7. Test and incidents of partnership 8. Partnership distinguished from co-ownership 9. Partnership distinguished from conjugal partnership of gains 10.Partnership distinguished from voluntary associations 11.Object/purpose of partnership 12.Effects of an unlawful partnership 13.Instances of unlawful object 14.Form of partnership contract 15.Partnership with capital of P3,000.00 or more 16.Purpose of registration 17.Acquisition or conveyance of property by partnership 18.Secret partnership and importance of giving publicity to Articles of Partnership 19.Classification of Partnership 20.Universal Partnership of All Present Property and Universal Partnership of Profits 21.Particular Partnership Chapter II. Obligations of the Partners Topics: A. Obligations of the Partner Among Themselves 1. Relations created by a contract of Partnership 2. Commencement of Partnership 3. Executory Agreement of Partnership 4. Continuation of a partnership beyond fixed term 5. Obligations with respect to contribution of property 6. Effect of failure to contribute property promised 7. Liability of partner in case of eviction 8. Liability of partner for fruits of property in case of delay 9. Appraisal of goods contributed 10.Liability of guilty partner for interest and damages 11.Obligations of industrial partner 12.Prohibition against engaging in business 13.Remedies when industrial partner engages in business 14.Extent of contribution to partnership capital 15.Obligations of capitalist partner to contribute additional capital

2 16.Risk of loss of things contributed 21.Scope of power of managing partner 27. Rights of assignee of partner’s interest 6.Partner by estoppels and partnership by estoppels 13.Power of two or more managing partner 28. Remedies of separate judgment creditor of a partner C. b. d.Contract of sub-partnership 30. Rights of a person associated with partner’s share Duty to keep partnership books Rights with respect to partnership books Access to partnership books Right of capitalist partner to engage in business Right of partner to formal account B.Stipulation providing for unequal shares in profits or losses 25. Extent of property rights of a partner 2. Liability of partnership for acts of partners 8. winding up and termination –defined . Liability for inclusion of name in firm name 4. Stipulation against liability 6.Preference of partnership creditors in partnership property Chapter III. Obligations of the Partners with Regards to Third Persons 1. Dissolution.Rights of Partners: a. Power of partner as agent of partnership 7.Right of debtor to application of payment 18. f.Solidary liability arising from partner’s wrongful act of breach of trust 12. Nature of partner’s right specific partnership property 3.Effect of notice to. Nature of partner’s interest in the partnership 4.Obligations of partner for damages to partnership 20. Effect of assignment of partner’s whole interest in partnership 5.Rights and liabilities with respect to management 26.Stipulation excluding partner from any share in profits or losses 24. Liability for contractual obligations of the partnership 5.Rules for distribution of profits and losses 23.Liability of existing and subsequent creditors 14. Property Rights of a Partner 1. Firm – defined 2.Responsibility of the partnership to the partners 22. Effect of admission by partner 10. or knowledge of a partner of matter affecting partnership affairs 11.Obligation of partner who receives share of partnership credit 19.Obligations of managing partner who collects debt 17. Dissolution and Winding-up Topics: 1. e. c.Rules when manner of management has not been agreed upon 29. Importance of having a firm name 3. Effects of conveyance or real property of partnership 9.

Right of limited partner to cash in return for contribution 17.Liability of trustee 21. Requirements for formation of a limited partnership 4.Manner of winding up 11.Liquidation and distribution of assets of dissolved partnership 16.Rules in settling accounts between partners after dissolution 17.Persons authorized to wind up 12. Grounds for dissolution by degree of court 4.Rights.Effect of change in the relation of limited partners 24. Liability for false statement in certificate 7.Requisites for return of limited partner 15.When limited partner may have partnership dissolved 18. Effect of dissolution of partner’s existing liability 9. powers and liabilities of a general partner 10.Liability of return of contribution lawfully received 23.Rights of creditor of limited partner .Rights of assignee of limited partner 25. Limited Partner’s Contribution 5.Compensation of limited partner 14. Concept of Limited Partnership 2.Dissolution of partnership by change in membership 18.Rights where dissolution is not contravention of the agreement and if not 14.Right of a partner to rescind contract of partnership 15. Causes of dissolution 3.Preferred limited partners 13. Liability of limited partner for participating in the management of the partnership 8.Liability of limited partner to partnership 19. Characteristics of Limited Partnership 3. Admission of additional limited partners 9.Liability for unpaid contribution 20.Effect of retirement. Limited Partnership Topics: 1.Rights or retiring or of estate of deceased partner when business is continued 20.Liability of substituted limited partner and assignor 26. Effect of dissolution on authority of partner 5.When return of contribution is considered a matter of right 16.Right of partner to application of partnership property on dissolution 13. Rights.Accrual of partner’s right to account of his interest Chapter IV.Specific rights of a limited partner 12.Requisites for waiver or compromise of liabilities 22.Right of executor of death of a limited partner 28. Liability of estate of deceased partner 10.3 2. Power of partner to bind dissolved partnership to 3rd person 8. Right of partner to contribution from co-partner 6. Effect where a limited partner’s name appears in the partnership name 6. powers and liabilities of a limited partner 11.Liability of persons continuing business of dissolved partnership 19. death of a general partner 27. Authority of partners to act for the partnership 7.

Incorporation of a private corporation by a special act 9.Power to classify shares 11.defined 13.Kinds of Preferred shares 20. Incorporators: number and qualifications 4. Distinctions between partnership and corporation 6. General Provisions Topics: 1. Similarities between partnership and corporation 7.Statutory restrictions regarding issuance of no par value shares 17.4 29.Founder’s shares 21. Steps in the creation of a corporation 2. Statutory definition of Corporation 3.Requirements for amendment and cancellation of certificate 33.Provisions for existing limited partnership MIDTERMS: PRIVATE CORPORATIONS (Corporation Code of the Philippines – BP 68) TITLE I.Treasury Shares Title II. Classification of corporations 8.Kinds of Preferred shares 18.Nature of share of stock 14.Certificate of stock .Share of limited partners in partnership assets 31. Corporation as an artificial personality 4. Doctrine of Piercing the Veil of Corporation Entity 5.Capital stock and capital – defined 12.Priority in the distribution of partnership assets 30. Scope of the Corporation Code 2. Steps in incorporation 3.Limitations regarding the issuance of preferred shares 19. Components of a corporation 10. Term of corporate existence . Requirement of minimum number of incorporators mandatory 5.When certificate shall be cancelled or amended 32. Incorporation and Organization of Private Corporation Topics: 1.Stock or shares of stock .Classes of shares in general 16.Redeemable Shares 22.defined 15.

Power of stockholders or members to amend the articles of incorporation 12.Dealings of directors. change and limitation upon use of corporate name 15.Removal of directors or trustees 14.Bona fide attempt to incorporate 19. Corporate powers exercised by the Board of Directors or Trustees 2.Filing of vacancies in the office of directors or trustees 15.Articles of Incorporation – defined. Capital stock requirement 7. Board of Directors/Trustees/Officers Topics: 1. trustees or officers with the corporation 18. Additional qualifications in by-laws 10.Limitations of power of corporation to amend 13. Power to extend or shorten corporate term . trustees or officers 17.Conditions precedent and conditions subsequent explained.Contracts between corporations with interlocking directors 19. trustees or officers 13. Stock ownership requirement 9.Statutory requirements before and after incorporation 22. Power of Corporations Topics: 1.Commencement of corporate existence 16. Qualification of directors or trustees 8. disapproved or suspended 14.Corporate officers and agents. Delegation of power of directors or trustees 5. quorum and extent of authority 12.Corporation by estoppels 20.Disloyalty of a director 20. Term of office of directors or trustees 6.The corporation opportunity theory 21.Executive committee Title IV.5 6. Computation of 25% subscription requirement 10. Corporate powers and capacity 2.Grounds when articles of incorporation or amendment may be rejected. Filipino ownership requirement regarding corporate capital 8.Liability of directors.Effects of non-use of corporate charter and continuous inoperation of a corporation 21. Minimum subscription and paid-up capital 9.Disqualifications of directors.De facto corporations 17. Limitations on powers of board of directors or trustees 3. Classifications of corporate powers 3. Number of directors or trustees 7.Compensation of directors 16. form and contents 11.Elections of directors and trustees and the methods of voting 11. Title III.Requisites of de facto corporation 18.Corporate name. Powers exercised by board of directors or trustees as a board 4.

Effect of delinquency .Remedies to enforce payment of stock subscription and call 13. Regular and special meetings of directors and trustees 5. Sale or other disposition of assets 7. Kinds of meetings 2.When sale may be questioned 15. Consideration of stocks.Voting rights for treasury shares 11. sources of corporate capital and modes of issuance 4. Trust fund Doctrine 9. Liabilities of stockholder 10.Delinquency sale 14.Voting trust.Power to enter into management contract 12. Voting in case of joint ownership of stock 10. Subscription contract 2. Stocks and Stockholders Topics: 1.Interest on unpaid subscription 12. powers and limitations Title VII. Meaning of by-laws. functions and adoption of by-laws 2. Certificate of stock and transfer of shares 5. Right to vote at meetings 7. Pre-incorporation subscription 3.Proxies.6 4. Issuance of stock certificates and payments 6. Contents of by-laws 3. defined and limitations of proxies 12. Rights and remedies of stockholders in general 7. Derivative suit defined and explained 8. Quorum in meetings 4. Presiding officer at meetings 6. Individual suit explained 9. Amendments to by-laws Title VI. Power to acquire own shares 8. Meetings Topics.Liabilities of directors for watered stocks 11. By-laws Topics: 1. Manner of voting 9. Right to vote in general 8. Power to increase or decrease capital stock 5. Power to invest corporate funds in another corporation 10. Place and time of meeting of stockholders or members 3.Power to declare dividends.Ultra vires acts of corporations Title V. Power to deny pre-emptive right 6. classes of dividends 11. 1.

Liability for costs and expenses of appraisal 6.Rights of unpaid shares 17. Appraisal Right Topics: 1. Instances when appraisal right available 2. Duty of board to present annual financial report FINALS: Title X. Books and records to be kept by corporations 2.Withdrawal of stockholder or dissolution of corporation . Amendment of articles of incorporation 9. Non-stock corporations – defined 2. Members and right to vote 4. Rules in the distribution of assets 8. Close Corporations Topics: 1. Definition and applicability 2. Issuance of transfer of stock of a close corporation in breach of qualifying conditions 5. Non-Stock Corporation Topics: 1. Trustees and officers. election and terms of trustees 7. Incidents and extent of the right of inspection 5. Rights to inspect corporate books 3.Lost or destroyed certificates Title VIII. Articles of Incorporation 3. Notation on certificate right of transferee Title XI. Ehen board meeting is unnecessary or improperly held 7. Agreements by stockholders 6. Purposes of non-stock corporations 3. Corporate books and records Topics: 1. Remedies and sanctions for enforcement of right 4. When right to payment ceases 5. Validity of restrictions on transfer of shares 4. How right of appraisal is exercised 3.7 16. Right to financial statements 6. Pre-emptive right in a close corporation 8. Arbitration of inter-corporate deadlocks by the SEC 10. Effect of demand and termination of right 4. Non-transferability of membership 5. Plan of distribution of assets Title XII. Termination of membership 6.

Amendment of license 9.Withdrawal from business 13.Distribution of assets and prohibition against distribution of corporate assets Title XV. Dissolution – defined 5. Application for license 5. Amendments of articles of incorporations and by-laws 8. Foreign Corporations Topics: 1. Effect of doing business without a license 10.Kinds and availability of corporate books Other topics: Law of associations such as clubs and partnerships to carry out certain activities 1.Dissolution by legislative act 11.Liquidation – defined 16. Rights and third parties 3.Involuntary dissolution 14.Methods of corporate liquidation 17. Methods or causes of corporate dissolution 6.Suspension/Revocation of license 11. Power to dissolved corporation 7. Two legal steps in corporate dissolution 8.8 Title XIV.Issuance of certificate of revocation and effects of revocation 12. Resident agent of foreign corporations 6. Laws applicable to foreign corporations 7. Procedures for filing for insolvency under relevant laws 3. Definitions and rights of foreign corporations 2. Rules governing financial statements and prospectuses .Effects of dissolution 15. Insolvency and Dissolution Topics: 1. Voluntary dissolution where no creditor affected 9. Rights and duties of members and partners of such associations 2.Dissolution by judicial decree of forfeiture 12. Insolvency – defined 2. Dissolution by shortening corporate term dissolution by expiration of term 10. License and certificate of authority required of foreign corporations 3.Effect of insolvency of corporate existence 13. Rights of creditors and other interested parties 4. Application to existing foreign corporations 4.

Volume 1.. 2011 Edition. Hector B. (2011 Revised Edition) Book V. and SUAREZ.. Pointers in Business Law SORIANO. 2011. Notes in Business Law (For Accountancy Students and CPA Reviewees) .9 References: DE LEON. Edgardo L.. Carlos B. Fidelito R. Alexander Q. (2011 Revised Edition) Law on Partnership and Corporation PARAS.. Civil Code of the Philippines Annotated SUAREZ.