PARTNERSHIP-RA 386

1.

S1-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."

S2-A partnership exists where two or more individuals' combine their capital, property, skill or labor, or all of these, for the transaction of a lawful business for gain, upon an understanding that profits or losses shall be shared or borne by them in certain proportions.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

2.

S1-A partnership is created by mere agreement of the parties, being a real contract.

S2-A corporation is created by operation of law, which is the Revised Corporation Code of the Philippines and other allied corporate laws.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

3.

S1-Partnership may be formed by only two (2) persons.

S2-A corporation requires five (5) incorporators for purposes of incorporation.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

4.

S1-A partnership commences from the time of the execution of the Articles of Partnership or the contract, unless it is otherwise stipulated, and its recording with the Securities and Exchange Commission (SEC) is not necessary to give it juridical personality.

S2-A corporation acquires juridical personality only from the date of issuance of the Certificate of Incorporation by the SEC.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

5.

S1-In a partnership, each partner can act for the partnership. The general rule is that each partner is an agent of the partnership and his acts and contracts are binding thereon unless otherwise provided in the articles of partnership.

S2-In a corporation, the management of corporate affairs is vested in a board of directors or trustees.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

6.

S1-In a partnership, the partners are personally liable for the full extent of the debts of the partnership. This is based on the rule that the acts and contracts of a partnership are those of the individual members thereof, except that the limited partners as such are not bound by the obligations of the partnership.

S2-In a corporation, the stockholders can be made personally liable for the debts of a corporation beyond the amount of their subscriptions. This is based on the rule that the debts of a corporation are the debts of a legal entity and are also the debts of the individual stockholders.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

7.

S1-In a partnership where there are only two (2) partners, the death of one partner automatically dissolves the partnership.

S2-In a corporation, death of a stockholder does not dissolve a corporation because one of the attributes of a corporation is the right to succession.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

8.

S1-A partnership can be dissolved at any time by the will of any and all of the partners.

S2-In a corporation, a corporation may be dissolved only with the approval and consent of the State.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

9.

S1-Two or more corporations may enter into a joint venture through a contract or agreement if the nature of the venture is in line with the business authorized by their charters, which contract/agreement need not be registered with the SEC, provided the joint venture will not result in the formation of a new partnership or corporation.

S2-Thus, if the joint venture/consortium results in the formation of a corporation or partnership, the same has to be registered with the Commission.

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False

10.

S1-General partnership: The general partners are liable for the contracts and obligations of the partnership pro-rata with their individual private or personal property after exhaustion of partnership assets. A general partnership may have a limited partner.

S2-Limited partnership: A partnership composed of one or more general partners and one or more limited partners. The limited partner is only liable to the extent of the capital contributed by him for the contracts and obligations of the partnership. A limited partnership should always have one or more general partners. Its partnership name must contain the word "Limited "or "Ltd.".

1. 1st is True; 2nd is False

2. 1st is False; 2nd is True

3. Both are True

4. Both are False