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Partnership and Corporation (GROUP 3)


PARTNERSHIP General Provisions
Art. 1767. By the contract of partnership two or more persons bind themselves to
contribute money, property, or industry to a common fund, with the intention of
dividing the profits among themselves.
Two or more persons may also form a partnership for the exercise of a profession.
Art. 1770. A partnership must have a lawful object or purpose, and must be
established for the common benefit or interest of the partners.
When an unlawful partnership is dissolved by a judicial decree, the profits shall be
confiscated in favor of the State, without prejudice to the provisions of the Penal
Code governing the confiscation of the instruments and effects of a crime. (1666a)
Art. 1771. A partnership may be constituted in any form, except where immovable
property or real rights are contributed thereto, in which case a public instrument
shall be necessary. (1667a)
Quick Summary
1. Personal Circumstances of the
partners
2. Name of partnership
3. Purposes of partnership
4. Principal Office address
5. Managing partner and duties

6. Term or existence
7. Capital contribution of each partner
8. Division of profits
9. Salary of managing Partner
10. Dissolution of partnership
11. Joint Acknowledgment

ARTICLES OF GENERAL PARTNERSHIP


Essential Features:

There must be a valid contract


Legal capacity of partners
Mutual contribution of asset
and/or industry to a common
fund

There must be at least one


general partner
Object must be lawful
Primary purpose: to gain profits

Form of contract:

General rule: No specific form is required for its validity or existence. (Article
1771 in relation to Article 1456, NCC)

Exceptions:

Where the contract of partnership has a capital P3,000 or more, in money or


property (Article 1772): it shall appear in public instrument and must be
recorded in the Office of the Securities and Exchange Commission. Note:
Failure to comply does not prevent the formation of the partnership or affects
its liability and that of the partners to third persons but gives the partner the
right to compel each other to execute the contract.
NOTE: Where immovable property or real rights are contributed regardless of
the value thereof (Article 1773 NCC)

1.
2.
3.
4.
5.
6.
7.
8.
9.

Must be in writing in a public instrument


An inventory of the property contributed, signed by the parties is attached
to the public instrument. Note: Absence of either formality renders the
contract VOID.
Where the contract falls within the Statue of Frauds.

ARTICLES OF LIMITED PARTNERSHIP

Quick summary:
Personal Circumstances of partners
Name of Limited Partnership should always be accompanied by LTD after
the name
Purpose/s of the Limited partnership
Principal place of business
Term of existence
Capital contribution
Designation and salary of general partner
Division of profits
Joint acknowledgment

Other provisions (if agreed upon):


Additional contributions to be made by each limited partner and the times at
which or events on the happening of which they shall be made.
The time when the contribution of each limited partner is to be returned.
The right of a limited partner to substitute an assignee as contributor in his
place, and the terms and conditions of the substitution.
The right of partners to admit additional limited partners.
The right of one or more limited partners to priority over other limited
partners, as to contributions or as to compensation by way of income, and
the nature of such priority.
The right of the remaining general partner to continue business on the death,
retirement, civil interdiction or insolvency of a general partner.
The right of a limited partner to demand and receive property other than case
in return for his contribution.

(SEE ATTACHED SAMPLE OF ARTICLES OF PARTNERSHIP OF A LIMITED


PARTNERSHIP)

Art. 1772. Every contract of partnership having a capital of three thousand


pesos or more, in money or property, shall appear in a public instrument,

which must be recorded in the Office of the Securities and Exchange


Commission.

Failure to comply with the requirements of the preceding paragraph shall not
affect the liability of the partnership and the members thereof to third
persons. (n)

Art. 1773. A contract of partnership is void, whenever immovable property is


contributed thereto, if an inventory of said property is not made, signed by
the parties, and attached to the public instrument. (1668a)

Art. 1774. Any immovable property or an interest therein may be acquired in


the partnership name. Title so acquired can be conveyed only in the
partnership name. (n)

=oOo=

Corporation Code of the Philippines

General Provisions:

SECTION 10 - NUMBER AND QUALIFICATIONS OF INCORPORATORS.

Any number of natural persons not less than five (5) but not more
than fifteen (15), all of legal age and a majority of whom are
residents of the philippines, may form a prvate corporation for any lawful
purpose or purposes. Each of the incorporators of a stock corporation
must own or be a subscriber to at least one (1) share of the capital
stock of the corporation.

Section 11. CORPORATE TERM.

A corporation shall exist for a period not exceeding fifty (50) years from
the date of incorporation unless sooner dissolved or unless said period is
extended. That corporate term as originally stated in the articles of
incorporation may be extended for periods not exceeding fifty (50)
years in any single instance by an amendment of the articles of
incorporation, in accordance with this code: provided, that no extension can
be made earlier than five (5) years prior to the original or subsequent expiry
date(s) unless there are justifiable reasons for an earlier extension as may be
determined by the securities and exchange commission.

NOTES:

Term of Corporate Existence

1. exist for the term specified in the Articles of Incorporation not exceeding
FIFTY (50) YEARS, unless sooner legally dissolved or unless its registration is
revoked upon any grounds provided by law
2. may be reduced or extended by AMENDMENT of articles of incorporation by
complying with the procedural requirements approved by majority of vote of
Board of Directors or Trustees and ratified at a meeting by the stockholders
representing at least two-thirds (2/3) of the outstanding capital stock or by at
least two-thirds (2/3) of members

Limitations in Extension of Corporate Term


1. term shall not exceed 50 years in any one instance

2. amendment is effected before the expiration of the corporate term of


existence
3. extension cannot be made earlier than five (5) years prior to expiration date
unless there are justifiable reasons as may be determined by the Securities
and Exchange Commission

Effect of Extension/Expiration of Term


1. extension of corporate term before expiration of original term constitutes
continuation of the old corporation
2. corporation ceases to exist and is dissolved ipso facto upon expiration of
period fixed in articles of incorporation, in absence of compliance with legal
requisites for extension of period
3. term expiration of corporation does not produce its immediate dissolution for
all purposescontinued as a body corporate for THREE (3) YEARS after the
time when it would dissolve
4. REINCORPORATION- life of corporation expired may be reincorporated only by
complying with REGISTRATION REQUIREMENTS under Corporation Code, filing
of new AI and BY-LAWS accompanied by supporting documents

Automatic Extension of Term

Allowed by AMENDMENT of AI within FIVE YEAR period before the expiration


date of the existing term, during which the SEC may look into the financial
structure of the corporation and its past operations or actuations

CORPORATION CODE OF THE PHILIPPINES Section 12

Minimum capital stock required of stock corporations

Stock corporations incorporated under this code shall not be required to


have any minimum authorized capital stock except as otherwise
specifically provided for by special law, and subject to the provisions of the
following section.

NOTES:

Capital Stock Requirement

Corp. Code does not set a minimum Authorized Capital Stock except
otherwise provided by special law as long as the PAID-UP CAPITAL is not less
than P5, 000.
Special laws may require HIGHER PAID-UP CAPITAL for commercial banks,
insurance companies and investment houses

Filipino percentage ownership requirement regarding corporate


capital
Corporations for exploration, development, and utilization of natural
resources at least 60% of the capital owned by Filipino citizens
Public service corporations at least 60% of the capital owned by Filipino
citizens, foreign investors participation limited to their proportionate
share in its capital, all executive and managing officers are Filipino citizens
Educational Corporations - at least 60% of the capital owned by Filipino
citizens, other than those established by religious orders and mission boards

Corporations engaged in mass media and advertising industry


MASS MEDIA 100% owned and managed by Filipino citizens
ADVERTISING INDUSTRY at least 70% of the capital stock owned by citizens
of the Philippines, foreign investors participation limited to their

proportionate share in its capital, all executive and managing officers are
Filipino citizens
Banking Corporations at least 60% of the capital stock of any bank or
banking institution established after General Banking Act (July 24,1948)
owned by Filipino citizens
Corporations engaged in retail trade capital is wholly owned by Filipino
citizens
Rural Banks capital stock must be fully owned and held directly or indirectly
by Filipino citizens, or corporations, associations, or cooperatives under
Philippine Laws
Corporations engaged in coastwise shipping - at least 60% of the capital
stock of which or any interest in said capital totally owned by Filipino citizens
Financing companies - at least 60% of the capital owned by Filipino
citizens
Corporations engaged in the pawnshop business at least 70% of the voting
capital stock owned by Filipino citizens
Corporations engaged in the recruitment and placement of workers, locally or
overseas at least 75% of the authorized and voting capital stock owned and
controlled by Filipino citizens
Corporations engaged in the operation of a private detective, watchman, or
security guard agencies 100% Filipino owned
Under the Flag law preference given to producers or manufacturers of
materials and supplies in the Philippines, and to domestic entities (75% of
capital owned by Filipino citizens) in the purchase of articles for the
Government

Minimum Subscription and paid-up capital (Sec. 13)

Pre-incorporation- at least 25% of the amount of the authorized capital stocks


has been actually subscribed and that at least 25% of such subscription paid.
In no case shall the paid-up capital be less than 5,000
Post-incorporation- the minimum 25% subscription and 25% paid up capital
is required not only during the incorporation period but also in case of
increase of the authorized capital stock.( Sec.38, par 4.)

ARTICLES OF INCORPORATION OF STOCK CORPORATION

Basic contents under Section 14 & 15, Corporation Code:

Paragraph 1: name of the corporation


Paragraph 2: primary and specific purpose/s for which the corporation is
being incorporated; where there is more than one stated purpose, indicate
which is the primary purpose and which is/are the secondary purpose or
purposes
Paragraph 3: place where the principal office of the corporation is to be
located (must be within the Philippines)
Paragraph 4: term for which the corporation is to exist (not exceeding 50
years)
Paragraph 5: names, nationalities, and residences of the incorporators
Paragraph 6: number of directors or trustees [must be at least five (5) but not
more than fifteen (15)] and state the name, nationalities and residence of the
persons who shall act as directors until the first regular ones are duly elected
and qualified
Paragraph 7: (amount of authorized capital stock, number of shares into
which it is divided, and in case of par value shares, the par value of each,
Paragraph 8: names, nationalities and residences of the original subscribers,
and the amount subscribed by each on his subscription; (if some or all of the
shares are without par value, state such fact)
Paragraph 9: names, nationalities and residences of the original subscribers,
and the amount paid by each on his subscription

Paragraph 10: other matters which the incorporators may deem necessary
and convenient.
Paragraph 11: Designation of Treasurer

Other requirements:

It must be signed by the incorporators and by at least two witnesses


Acknowledged before a notary public,
Attached with a treasurers affidavit.

ARTICLES OF INCORPORATION OF NON STOCK CORPORATION

Note: Same basic contents with that of a stock corporation.

Please take note of the following differences:

May not include a purpose which would change or contradicts its nature as a
non-stock corporation
Names, nationalities and residence of persons who shall act as trustees until
the first regular ones are duly elected and qualified
Names, nationalities and residences of the contributors and the amount
contributed by each, instead of subscriptions.

(SEE SAMPLE ATTACHED ARTICLES OF INCORPORATION and


TREASURERS AFFIDAVIT)

Corporation By-laws

Definition: These are rules of action adopted by a corporation for its


own government and for the government of its stockholders or members and
those having the direction, a management and control of its affairs.

Corporation Code BY LAWS (Sec. 46)

When adopted:

(a) No later than one (1) month after receipt from SEC of
official notice of issuance of Certificate of Incorporation.

Requirement:
Affirmative vote of stockholders representing at least
majority of outstanding capital stock (Stock Corp.) or members (Non-Stock)
Must be signed by stockholders or members voting for them

(b) Prior to incorporation

Requirement:
all of them

Approval of all incorporators AND must be signed by

Where kept:

(1) In the principal office of the corporation ;


AND

(2) Securities and Exchange Commission

When effective:
Only upon the SECs issuance of a certification that
the by-laws are not inconsistent with the Corporation Code.

Special corporations: By-laws and/or amendments thereto must be


accompanied by a certificate of the appropriate government agency to the
effect that such by-laws / amendments are in accordance with law.

banks or banking institutions

building and loan associations


trust companies
insurance companies
public utilities
educational institutions
other special corporations governed by special laws

Sec. 47. Contents of by-laws. - Subject to the provisions of the


Constitution, this Code, other special laws, and the articles of incorporation, a
private corporation may provide in its by-laws for:

1. The time, place and manner of calling and conducting regular or special
meetings of the directors or trustees;
2. The time and manner of calling and conducting regular or special meetings of
the stockholders or members;
3. The required quorum in meetings of stockholders or members and the
manner of voting therein;
4. The form for proxies of stockholders and members and the manner of voting
them;
5. The qualifications, duties and compensation of directors or trustees, officers
and employees;
6. The time for holding the annual election of directors of trustees and the mode
or manner of giving notice thereof;
7. The manner of election or appointment and the term of office of all officers
other than directors or trustees;
8. The penalties for violation of the by-laws;
9. In the case of stock corporations, the manner of issuing stock certificates;
and
10.Such other matters as may be necessary for the proper or convenient
transaction of its corporate business and affairs. (21a)

- End

SAMPLE LEGAL FORMS

1. Articles of Partnership (General Partnership)


ARTICLES OF PARTNERSHIP OF XYZ

KNOW ALL MEN BY THESE PRESENTS:

1. These Articles of Partnership, made and executed by and among:

Juan Tamad, (Filipino), residing at #8 Rector Ave., Manila;

(and)

Maria Makiling, (Filipino), residing at #7 Recto Ave., Manila;

legal age,

Juan dela Cruz, (Filipino), residing at #6 Recto Ave., Manila; all of

WITNESSETH:

2. They have formed a partnership among themselves under the name and
style of XYZ;

3. The purposes for which said partnership is formed are:

(here state purposes of the firm)

4. The principal office of the partnership shall be located at 50th flr., ABC
Bldg., Rufino St., Makati City;

5. It is hereby stipulated that Juan Tamad shall be the partner upon whom the
management of the firm and the use of its signature shall be entrusted; that
he shall exercise such powers necessary to attain the purposes of this
partnership, including the power to draw drafts, bills of exchange and other
negotiable instruments and accept the same for and in the name of the firm;
to appoint and dismiss employees and to fix their tenure and compensation;
to deposit money in banks and with the counter-signature of the Treasurer,
withdraw the same for purposes of the partnership; and (others).

6. The term of existence of this partnership shall be ten (10) years to


commence from and after the execution of these articles;

7. The capital of the partnership as contributed by the partners are as follows,


to wit:

Juan Tamad

Maria Makiling

P100,000;

Juan dela Cruz

P100,000;

P100,000;

thereby making a TOTAL CAPITAL of

P300,000;

8. The profits and loses shall be divided share and share alike among the
partners of the partnership (or in proportion to their respective capital);

9. The managing partner is hereby given a salary of thirty thousand PESOS


(P30,000) per month;

10. If during the term of the partnership, any of the partners shall die, the
partnership shall continue among the surviving partners, unless one of the
latter expressly requests for dissolution

IN WITNESS WHEREOF, the parties have hereunto set their hands, this

3rd of March, 2010 in Manila, Philippines.

_____________

_______________

(Signature of partners)

Signed in the Presence of:

__________________________

____________

________________________

(JOINT ACKNOWLEDGMENT)

Republic of the Philippines)

City of Baguio

) S.S.

BEFORE ME, this 18th day of February, 2014 in the city of Baguio, personally
appeared:

Juan Tamad with CTC number 1234565 issued at Baguio City On


January 08, 2014, and Drivers License No. N25-0123456 issued by the Land
Transportation Office on July 12, 2012;

Maria Makiling with CTC number 2345476 issued at Baguio City


On February 08, 2014, and Drivers License No. N25-0563456 issued by the

Land Transportation Office on August 2, 2011; and

Juan De La Cruz with CTC number 3534565 issued at Baguio City


On December 20, 2013, and Drivers License No. N25-0563456 issued by the
Land Transportation Office on June 11, 2012;

All known to me to be the same persons who executed the


foregoing instrument, and that they respectively acknowledged that the same
is their free voluntary act and deed.

WITNESS MY HAND AND SEAL , at the place and on the date above
written.

ATTY. ABE O. GADO


Notary Public for Baguio
Rm 202, 2nd Floor Lopez Bldg.
Session Road,Baguio City
Appointment no.234
Until December 31, 2014

BP No. 123456 01/10/14 Baguio


PTR No. 1324567 01/09/2014 Baguio
Roll No. 123456 , 5/05/2009
MCLE No. I -03665 09/09/2013
MCLE No. II 876565 09/18/2013
Serial Number of Commission M-234

Doc No. 11
Page No. 22
Book No. V
Series of 2014

2. Articles of Partnership (Limited Partnership)

ARTICLES OF PARTNERSHIP OF XYZ, LTD.

KNOW ALL MEN BY THESE PRESENTS:

1. These Articles of Partnership, made and executed by and among:

Juan Tamad, general manager, (Filipino), residing at #8 Rector Ave.,


Manila;

Maria Makiling, limited partner, (Filipino), residing at #7 Recto Ave.,


Manila; (and)

Juan dela Cruz, limited partner, (Filipino), residing at #6 Recto Ave.,


Manila;

all of legal age, WITNESSETH:

2. The above-named partners have formed a limited partnership among


themselves under the name and style of XYZ, Ltd;

3. The purposes for which the said partnership is formed are:


(state the object or character of the business);
4. The principal office of the partnership shall be at 50th flr., ABC Bldg., Rufino
St., Makati City;

5. The term for which the partnership is to exist shall be ten (10) years to
commence from and after the execution of this agreement;
6. The capital of this partnership shall be three hundred thousand PESOS
(P300,000), Philippine currency, contributed by the partners as follows, to wit:

Juan Tamad (general partner)


Maria Makiling (limited partner)

P100,000;
P100,000;

and

Juan dela Cruz (limited partner)

P100,000;

7. Juan Tamad, general partner, is hereby designated the manager of the


partnership, with a monthly salary of P30,000.
8. The profits and loses shall be divided share and share alike among the
partners of the partnership (State in what proportion they shall share in the
profits and in the losses).
IN WITNESS WHEREOF, the parties have hereunto set their hands, this 3rd of
March, 2010 in Manila, Philippines.
__________________ __________________ _________________
(Signature of partners)
Signed in the Presence of:
______________________________
______________________________

(JOINT ACKNOWLEDGMENT)

3. Articles of Incorporation

ARTICLES OF INCORPORATION OF
__________________________

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and a majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a (stock)
(non-stock) corporation under the laws of the Republic of the Philippines;

AND WE HEREBY CERTIFY:

FIRST: That the name of said corporation shall be ___________, INC. or


CORPORATION;

SECOND: That the purpose or purposes for which such corporation is


incorporated are: (If there is more than one purpose, indicate primary and
secondary purposes);

THIRD: That the principal office of the corporation is located in the


City/Municipality of _______, Province of _______, Philippines;

FOURTH: That the term for which the said corporation is to exist is ___ years
from and after the date of issuance of the certificate of incorporation;

FIFTH: That the names, nationalities and residences of the incorporators of


the corporation are as follows:

NATIONALITY
RESIDENCE
_____________
__________
_____________
__________
_____________
__________
_____________
__________
_____________
__________

SIXTH: That the number of directors or trustees of the corporation shall be


_______; and the names, nationalities and residences of the first directors or
trustees of the corporation are as follows:

NATIONALITY
RESIDENCE
_____________
__________
_____________
__________
_____________
__________
_____________
__________
_____________
__________

SEVENTH: That the authorized capital stock of the corporation is


______________________ (P___________) PESOS in lawful money of the
Philippines, divided into __________ shares with the par value of
____________________ (P_____________) Pesos per share.

NAME
______
______
______
______
______

NAME
______
______
______
______
______

(In case all the shares are without par value):

That the capital stock of the corporation is ______________ shares without par
value. (In case some shares have par value and some are without par value):
That the capital stock of said corporation consists of _____________ shares of
which ______________ shares are of the par value of _________________
(P____________) pesos each, and of which _________________ shares are without
par value.

EIGHTH: That at least twenty five (25%) percent of the authorized capital
stock above stated has been subscribed as follows:

Name of Subscriber Nationality No of Shares Subscribed


Amount Subscribed
_______________ ________
________________ ________
________________ ________
________________ ________
________________ ________

NINTH: That the above-named subscribers have paid at least twenty-five


(25%) percent of the total subscription as follows:
Amount Subscribed Total Paid-In
________________ ___________
________________ ___________
________________ ___________
________________ ___________
________________ ___________

(Modify Nos. 8 and 9 if shares are with no par value. In case the corporation is
non-stock, Nos. 7, 8 and 9 of the above articles may be modified accordingly,
and it is sufficient if the articles state the amount of capital or money
contributed or donated by specified persons, stating the names, nationalities

______________ _______________
______________ ______________
_____________ _______________
_____________
_______________
_____________
_______________

Name of Subscriber
________________
________________
________________
________________
________________

and residences of the contributors or donors and the respective amount given
by each.)

TENTH: That _____________________ has been elected by the subscribers as


Treasurer of the Corporation to act as such until his successor is duly elected
and qualified in accordance with the by-laws, and that as such Treasurer, he
has been authorized to receive for and in the name and for the benefit of the
corporation, all subscription (or fees) or contributions or donations paid or
given by the subscribers or members.

ELEVENTH: (Corporations which will engage in any business or activity


reserved for Filipino citizens shall provide the following):

No transfer of stock or interest which will reduce the ownership of Filipino


citizens to less than the required percentage of the capital stock as provided
by existing laws shall be allowed or permitted to be recorded in the proper
books of the corporation and this restriction shall be indicated in all the stock
certificates issued by the corporation.

IN WITNESS WHEREOF, we have hereunto signed these Articles of


Incorporation, this ____ day of _____, 19 ______ in the City/Municipality of
________, Province of ______, Republic of the Philippines.

(Names and signatures of the incorporators)


SIGNED IN THE PRESENCE OF:
__________________ __________________

ACKNOWLEDGMENT

Republic of the Philippines)


Makati City, Metro Manila )

BEFORE ME, a notary public for and in the City of _______ Philippines, this ___
day of _______ personally appeared:

Name

CTC/Passport No./ID No.

Date

Place

all known to me to be the same persons who executed the foregoing Articles
of Incorporation and they acknowledged to me that the same is of their free
and voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial


seal on the date and at the place first above written.

Doc. No. _____;


Page No. _____;
Book No. _____;
Series of 2000..

4. Treasurers Affidavit

REPUBLIC OF THE PHILIPPINES )


CITY/MUNICIPALITY OF ) S.S.

PROVINCE OF )

That I have been elected by the subscribers of the corporation as Treasurer


thereof, to act as such until my successor has been duly elected and qualified
in accordance with the by-laws of the corporation, and that as such Treasurer,
I hereby certify under oath that at least 25% of the authorized capital stock of
the corporation has been subscribed and at least 25% of the total
subscription has been paid, and received by me, in cash or property, in the
amount of not less than P5,000.00, in accordance with the Corporation Code.

I, ____________________, being duly sworn, depose and say:

____________________
(Signature of Treasurer)

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of _____ Province of _________, this ___day of _____, _____;
by___ with Res. Cert. No. ______ issued at ______ on _____, 19_____
NOTARY PUBLIC
My commission
expires on _________,
20 _____

Doc. No. _____


Page No. _____
Book No. _____
Series of 20____