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    C. Corporation vs. Partnership

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    ailynvds
    A corporation and partnership differ in several key ways: 1) A corporation is created by law, while a partnership is created by agreement between parties. 2) A corporation is governed by the Corporation Code, while a partnership is governed by the Civil Code. 3) A corporation can only exercise powers expressly granted by law or inherent/implied, while a partnership can act freely unless prohibited by law. 4) A corporation acts through a board, while a partnership acts through any partner unless a general partner is appointed.

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    C. Corporation vs. Partnership

    Uploaded by

    ailynvds
    75 views3 pages
    A corporation and partnership differ in several key ways: 1) A corporation is created by law, while a partnership is created by agreement between parties. 2) A corporation is governed by the Corporation Code, while a partnership is governed by the Civil Code. 3) A corporation can only exercise powers expressly granted by law or inherent/implied, while a partnership can act freely unless prohibited by law. 4) A corporation acts through a board, while a partnership acts through any partner unless a general partner is appointed.

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    Distinguish-corporation-vs-partnership-as-juridical-person

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    A corporation and partnership differ in several key ways: 1) A corporation is created by law, while a partnership is created by agreement between parties. 2) A corporation is governed by the Corporation Code, while a partnership is governed by the Civil Code. 3) A corporation can only exercise powers expressly granted by law or inherent/implied, while a partnership can act freely unless prohibited by law. 4) A corporation acts through a board, while a partnership acts through any partner unless a general partner is appointed.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    75 views3 pages

    C. Corporation vs. Partnership

    Uploaded by

    ailynvds
    A corporation and partnership differ in several key ways: 1) A corporation is created by law, while a partnership is created by agreement between parties. 2) A corporation is governed by the Corporation Code, while a partnership is governed by the Civil Code. 3) A corporation can only exercise powers expressly granted by law or inherent/implied, while a partnership can act freely unless prohibited by law. 4) A corporation acts through a board, while a partnership acts through any partner unless a general partner is appointed.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 3

    Distinguish corporation vs partnership as juridical person

    C. CORPORATION VS. PARTNERSHIP

    A corporation is different from a partnership in the following ways:

    [a] A corporation is created by law or by operation of law while a partnership is created by mere
    agreement of the parties;
    [b] A corporation is governed primarily by the Corporation Code while a partnership, the Civil
    Code;
    [c] A corporation can only exercise powers which are expressly granted by law or those inherent
    or implied while a partnership can act freely as long as not contrary to law, morals, good
    customs, public order and public policy; and
    [d] A corporation acts through a board while a partnership acts through any partner, except when
    a general partner has been appointed.

    Employer employee in chartered goccs – civil service; non chartered, the labor code of the
    Philippines, NLRC
    One Person Corporation VS Ordinary Corporation
    Corporation Sole vs Sole Corporation
    Appraisal Right vs Preemptive
    Appraisal Right – demand fair value, dissent to a particular act, merger or consolidation
    Pre emptive Right – to subscribe to the shares of stock of the corporation
    - unsubscribed share
    Preemptive vs Right of First Refusal
    Right of First Refusal – shares of outstanding, already outstanding, before it can , priorities given
    to the stockholder in record
    Kapag wala sa negative list, walang law na nasa nationalized
    Dapat foreign equity ownership sa domestic enterprise should have a paid in capital of
    not less than 200k dollars.
    Section 51, quorum, basta hindi specifically nakalagay sa batas, ay pwedeng mas mababa o mas
    mataas sa usual quorum basta nakalagay sa by laws.
    PAID UP CAPITAL VS PAID IN CAPITAL
    Paid-in capital represents the funds raised by the business through selling its equity and not
    from ongoing business operations. Paid-up capital is the amount of money a company has
    received from shareholders in exchange for shares of stock.
    Paid in – par value is 100, tas binenta ng 1000, yung 900 is paid in.
    Consider the paid up capital plus paid in to determine whether section 42 is violated.
    Paid up capital – amount
    Paid in capital – amount
    Question, is there a violation of section 42?
    Recall the 8 instances where the nonvoting shares are entitled to vote,
    They are not entitled to vote:
    Fill up the board arising from removal
    Election of BOD.
    Removal of BOD
    Declaration of stock dividends
    Discuss amendment of by laws (Section 47)
    Enumerate the instances, entities that are not allowed to be incorporated as one person corp
    Delinquent and non-delinquent stock
    Non -entitled to vote, no declaration
    Delinquent - Declaration relative to their delinquencies, not entitled to vote
    Par Value share vs No par value Share
    Par value –
    No par value – deemed fully paid, once issued, there are entities
    A par value for a stock is its per-share value assigned by the company that issues it and is often
    set at a very low amount such as one cent. A no-par stock is issued without any designated
    minimum value. Neither form has any relevance for the stock's actual value in the markets
    2 instances where Foreign Corporation may amend its license
    1. Licensee will amend its name
    2. when it will engage to another business other than its primary
    Securities that can be given by a foreign corp (Sect 143)
    1. Government securities
    Voluntary Dissolution vs Involuntary dissolution (issued by SEC)
    How appraisal right can be exercised by a stockholder
    Purposes allowed for non stock corpo
    Dissolution
    Voluntary Dissolution no creditor affected
    Who may be a resident agent of a foreign corporation
    IS partnership allowed to be designated as a resident agent
    Why is there a need for a resident agent
    No designated agent, sino ang magiging resident agent? Sect 145

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