Commercial and Taxation Laws › Business Organizations › Corporations (RA 11232)
1. General Principles
1. General Principles
- Nature and Attributes
- Nationality of Corporations
- Control Test
- Grandfather Rule
- Doctrine of Separate Juridical Personality
- Doctrine of Piercing the Corporate Veil
- Trust Fund Doctrine
Corporation v. Partnership
| CORPORATION | PARTNERSHIP |
| Manner of Creation | |
| Commences only from the issuance of a Certificate of Incorporation by the SEC, or, in proper cases, passage of a special law | Generally by agreement; if immovable property or real rights are contributed, a public instrument with a signed inventory attached is required, otherwise the partnership contract is void (Civil Code, Arts. 1767, 1771–1773) |
| Number of Organizers | |
| Generally, two to fifteen incorporators; a natural person, trust, or estate may form a one-person corporation (Revised Corporation Code, secs. 10 and 116).2 | At least 2 |
| Powers | |
| Restricted due to limited powers | Subject to the agreement of partners |
| Authority of Those Who Compose It | |
| Stockholders are not agents of the corporation in the absence of express authority | Mutual agency between partners |
| Transfers of Interest | |
| Freely transferable without the consent of other stockholders (unless there is a stipulation to the contrary) | A partner may assign their interest without the other partners’ consent, but the assignee does not thereby become a partner or acquire management rights (Civil Code, Art. 1813) |
| Succession | |
| Existence continues even as persons who compose it change | Death of a partner generally causes dissolution; the partnership continues for purposes of winding up until termination (Civil Code, Arts. 1828–1830) |