Partnership

Corporation
Creation

Created by mere argreement Created by law or by operation

of the parties
of law
Number of Incorporators
Requires at least five
incorporators (except a
corporation sole)
Commencement of Judicial Personality

May be organized by at least

two persons

Acquires juridical personality

Acquires judicial personality
from the moment of execution from the date of issuance of the
of the contract of partnership certificate of incorporation by
the Securitites and Exchange
Commission
Powers
Partnership may exercise any
power authorized by the
partners (provided it is not
contrary to law, morals, good
customs, public ordder, public
policy.

Corporation can exercise only

the powers expressly granted
by law or implied from those
granted or incident to its
existence.

Management
The power to do business and
When management is not
manage its affairs is vested in
agreed upon, every pertner is
the board of directors or
an agent of the partnership
turstees
Effect of Mismanagement
A partner as such can sue a
co-partner who mismanages

The suit against a member of

the board of directors or
truustees who mismanages
must be in the name of the
corporation.

Rights of Succession
Aprtnership has no right of
Corporation has right of
succession
succession
Extent of Liability to Third Persons
Stockholders are liable only to
Partners are liable personally
the extent of the shares
and subsidiarily (sometimes
subscribed by them ( limited
solidarily) for partnership
liability feature)
debts to third persons
Transferability of Interest

Partner cannot transfer his

interest in the partnership so
Stockholder has generally rhe
as to make the trasferee a
right to transfer his shares
partner without the unanimous
without prior consent from the
consent of all the existing
other stockholders because a
partners because the
corporation is not based on the
partnership is based on the
delictus personarum principle
principle of delictus
personarum
Term of Existence
Pertnership may be
established for any period of
time stipulated by the
partners
Firm

Corporation may not be formed

for a term in excess of fifty (50)
years in any one instance.
Name

Corporation may adopt any

Limited partnership is required name provided it is not the
by law to add the word "Ltd." same as or similar ro any
to its name
registered firm name
Dissolution
May be dissolved at any time byCan only be dissolved with the consent of the State
Governing Law
Civil Code
Corporation Code

nsent of the State