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Partnership Corporation
Creation
Number of Incorporators
Commencement of Judicial Personality
Powers
Management
Eect of Mismanagement
Rights of Succession
Etent of !iability to "hird Persons
"ransferability of Interest
Created by mere argreementof the parties
Created by law or by operationof law
May be organi#ed by at leasttwo persons
Re$uires at least %&eincorporators 'ecept a
corporation sole(
)c$uires *udicial personalityfrom the moment of eecutionof the
contract of partnership
)c$uires *uridical personalityfrom the date of issuance of
thecerti%cate of incorporation bythe Securitites and Echange
Commission
Partnership may eercise anypower authori#ed by the
partners 'pro&ided it is notcontrary to law+ morals+
goodcustoms+ public ordder+ public
policy,
Corporation can eercise onlythe powers epressly grantedby law or
implied from those
granted or incident to itseistence,
-hen management is notagreed upon+ e&ery pertner isan agent
of the partnership
"he power to do business and
manage its aairs is &ested inthe board of directors or
turstees
) partner as such can sue aco.partner who mismanages
"he suit against a member ofthe board of directors or
truustees who mismanagesmust be in the name of the
corporation,
)prtnership has no right ofsuccession Corporation has right
ofsuccession
Partners are liable personallyand subsidiarily 'sometimes
solidarily( for partnershipdebts to third persons
Stoc/holders are liable only tothe etent of the shares
subscribed by them ' limitedliability feature(
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"erm of Eistence
0irm Name
1issolution
May be dissol&ed at any time bCan only be dissol&ed with
the consent of t
2o&erning !aw
Ci&il Code Corporation Code
Partner cannot transfer hisinterest in the partnership soas to
ma/e the trasferee apartner without the unanimousconsent of all the
eistingpartners because the
partnership is based on theprinciple of delictus
personarum
Stoc/holder has generally rheright to transfer his shareswithout
prior consent from theother stoc/holders because a
corporation is not based on thedelictus
personarum principle
Pertnership may beestablished for any period oftime stipulated
by thepartners
Corporation may not be formedfor a term in ecess of %fty
'34(years in any one instance,
!imited partnership is re$uiredby law to add the word 5!td,5to
its name
Corporation may adopt anyname pro&ided it is not thesame as
or similar ro anyregistered %rm name
