Distinctions between a partnership and a

corporation
Point of Comparison CORPORATION PARTNERSHIP
Manner of Creation By law or operation of law By mere agreement of the
parties
Number of Parties Requires at least five (5) By a minimum of two (2) persons
incorporators
Commencement of From the date of the Issuance of the Generally from the moment of
Juridical Personality certificate of incorporation of the execution of the contract
Securities and Exchange
Commission (SEC)
Powers Can exercise only the powers May exercise powers authorized
expressly granted by law or incident by partners provided the same
to its existence. are not contrary to law,
morals, good customs, public
policy or public order
Management It is vested in the board of When it is not agreed upon, each
directors or trustees. partner is an agent of the
PARTNERSHIP
Right of Possesses right of No right of succession
Succession succession
Extent of Stockholders are liable only to the . Partners (except limited
Liability to Third Persons extent of their investments as partners) are liable personally
represented by the shares and subsidiarily for partnership
subscribed by them debts to third persons.
Transferability of interest A stockholder has the right to A partner cannot transfer interest
transfer his shares without the prior so as to make a partner
consent of the other without the consent of all other
stockholders. existing partners.
Term of existence May not be formed for a term in May be established for any
excess of 50 years extendible to not period of time stipulated by
more than 50 years. the parties
.
Firm name A corporation may adopt a firm A limited partnership is required
name provided it is not identical or to add the word ‘Ltd.’ to its
deceptively similar to any name.
registered firm name or contrary
to existing laws.
Dissolution May only be dissolved with the May be dissolved at any time
consent of the state. by the will of any or all partners.
Governing Laws Corporation Code Civil Code