HANDOUT NO. 1P
POINTS OF
DISTINCTION
PARTNERSHIP
CORPORATION
Governing Law
Civil Code (RA 386)
Corporation Code
(RA 11232)
Manner of Creation
Mere agreement of the
parties (Art. 1767)
Created by law or by
operation of law (Sec. 2)
Number of
Incorporators
May be organized by only
two persons (Art. 1767)
Requires at least one
incorporator (Sec. 10)
Commencement of
Juridical Personality
From the moment of the
execution of the contract of
partnership, unless it is
otherwise stipulated (Art.
1784)
From the date of issuance
of the certificate of
incorporation by SEC
Powers
Any power authorized by
the partners provided it is in
consonance with Art. 1306
CC
Only the powers expressly
granted by law or implied
from those granted or
incident to its existence
Binding Acts
A partner may bind his co-
Stockholders, not being
authorized by the
Corporation Code in the
case of close family
corporations.
When the management is
not agreed upon, every
partner is an agent of the
partnership (Art. 1803)
Vested in the board of
directors or trustees
elected by the stockholders
or members, respectively
Effect of
A partner can sue a co-
A suit against a member of
corporation
Right of Succession
No right of succession (Arts.
Has such right
