PARTCOR Study Guide I. II. III. IV.

Business and Law The Philippine Constitution Law on Human Relations Partnership Law a. Introduction of partnership and corporation as juridical entities and their legal similarities and differences. b. Partnership as a contract who may be partners; choice of persons and object. i. Rules to determine whether a partnership exists ii. Form of the partnership contract c. Partnership as a juridical person and its commencement and life as an entity d. Kinds of partnerships and partners i. Partnership as an entity firm name, ownership and conveyance of properties; obligation to partners, solidary liability. e. Contributions to the common fund i. Original contributions and rules on property contribution ii. Contribution to save venture f. Contribution to pay liabilities i. Rights of a partner ii. Property Rights of a partner iii. Interest in the partnership profit and loss sharing iv. Right to participate in management v. Rules of management vi. Non-Property Rights g. Obligations of a partner i. Not to engage in business, as a fiduciary, for contractual obligations ii. Solidarity Liability iii. Dissolution and Winding-up of partnership iv. Dissolution and Causes h. Liquidation process and winding-up i. Limited Partnership 1. Concept and formalities 2. Limited partner capital contribution, rights and liabilities i. Dissolution of limited partnership V. Corporation Code a. The Corporate Being and piercing the veil of corporate fiction i. Theory of corporate entity; Piercing the veil of corporate/fiction ii. Discussion of attributes; consequences of separate personality, right of succession b. Classes of corporations

c. Components of a corporations: incorporators, corporators, stockholders and members, directors and trustees, corporate officers, promoters, foreign stock holders d. Formation of a corporation: Articles of incorporation, maximum term of a corporation. i. Amendments of articles of incorporation. ii. By-Laws: Amendments, Binding effects. e. Powers of the corporations: Ultravires Acts V.S. Illegal Acts i. Who exercise the powers of the corporation? ii. Instances when concurrence of the stockholders necessary for the exercise of the power of the corporation iii. Instances when corporation may acquire its own shares iv. Dividends; who may declare dividends? f. Sale of properties of corporation i. Increase/decrease of capital ii. Qualification of directors/trustees iii. Business judgment rule iv. When directors liable v. Removal and vacancies of the board g. Doctrine of corporate opportunity i. Interlocking Directors/Self-dealing Directors ii. Liability of corporate agents h. Stockholders and shares i. Subscription contract ii. Shares of stocks iii. Classification of shares iv. Definition of authorized capital stock, subscribed or paid-up capital, outstanding capital stock v. Instances when non-voting shares may vote i. Certificate of Stocks i. Transfer of shares ii. Rights and obligations of stockholders iii. Pre-emptive rights j. Right to Vote; Limitations, Proxy i. Right of appraisal ii. Books (Section 74 CCP) iii. Rights of the stockholders to inspection k. Collection of unpaid subscription (Sections 67-70 CCP) i. Stock delinquency (Section 71 CCP) l. Dissolution and liquidation merger