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DISTINCTIONS BETWEEN PARTNERSHIP AND CORPORATION AND REVISED

CORPORATION

PARTNERSHIP CORPORATION REVISED

Partnership becomes
According A private corporation is
established through the A private corporation is
to the created by operation of
simple expediency of an created by operation of
manner of law
agreement among the law
Creation
members thereof.

Juridical personality
obtained by the
partnership from the
With Private corporation Private corporation acquires
moment the agreement
respect to acquires legal legal personality from the
among the partners has
Juridical personality from the date the certification is
been reached and the
Personality date the certification is issued by the SEC
papers for registration
issued by the SEC
filed with the Security and
Exchange Commission
(SEC)

-shall not be in excess


- a partnership may be of fifty years (50),
Term of
stipulated in the articles although such term -perpetual existence
Existence
of agreement by the may be extended prior
partners. to its expiration for a
like period.
-capacity to have continuity
- the right of
Right of of existence despite the
it cannot be said to be succession is enjoyed
succession changes on the person
true of a partnership. by a private
who compose it.
corporation

The operation of a
private corporation is
limited to what is
specifically stipulated
in its existence. Hence,
A partnership can engage
if a private corporation
in any field of business as
is to operate in a
the partners may decide Doctrine of Limited Capacity
Powers particular line of
provided it is not contrary
economic activity or
to law, morals, or public
business other then
policy.
what the law
authorizes, it must first
obtain an amendment
to its charter from
competent authority.

the principle of delectus It may admit new It may admit new


personae prevails. No new stockholders into the stockholders into the
members may be corporation without the corporation without the
Delectus
admitted into the need of obtaining the need of obtaining the prior
Personae
partnership without the prior consent or consent or approval of the
unanimous consent of all approval of the other other stockholder.
partners. stockholder.

Partnership may operate


even without a designated Private corporation is Private corporation is run by
manager. In such case, all run by a board of a board of directors. It
Managemen
the general partners of directors. It exercises exercises its powers
t
the partnership shall be its powers through the through the board
deemed to act for the board
partnership.
One main advantage of
Liability to With the exception of One main advantage of private corporation over
third limited partners, the private corporation over partnerships is that the
parties members of a partnership partnerships is that the stockholders are not liable
are liable jointly (as a stockholders are not for over and above what
group) and severally, liable for over and they have subscribed from
meaning individually, for above what they have shares of stocks.
all the liabilities of the subscribed from shares
business. of stocks.

If it is agreed by the
stockholders to dissolve
the corporation for
whatever reason or
reasons, such intention A corporation sole may be
shall require the prior dissolved and its affairs
It may be dissolved almost consent of the proper settled voluntarily by
Dissolution
immediately, subject to government authority. submitting to the
the expressed will of the Commission a verified
partners. - general corporation declaration of
may be dissolved at dissolution.
any time by legislative
enactment, as when its
charter or franchise is
cancelled by the
government.