Partnership, Co-
ownership and PARTNERSHIP CO-OWNERSHIP CORPORATION
Corporation BASIS
Creation By contract or by mere Generally created by law By law.
agreement of the parties. and can exist without a
contract (Albano, 2013).
Juridical Personality Has separate and distinct No separate and distinct Has separate and distinct
juridical personality from juridical personality. juridical personality from
that of each partner. that of each corporator.
Purpose Realization of profits. Common enjoyment of a Depends in the Articles of
thing or right. Incorporation (AOI).
Duration/ Term of No limitation. 10 years maximum (May A corporation shall have
Existence be extended by new perpetual existence
agreement) (NCC, Art. unless its articles of
494). incorporation provides
otherwise.
(Section 11 of RA 11232
or the Revised
Corporation Code of the
Philippines)
Number of incorporators Minimum of two persons. Minimum of two persons. GR: Minimum of one
person
(Section 10 of RA 11232
or the Revised
Corporation Code of the
Philippines)
Commencement of From the moment of Not applicable; no From the date of issuance
Juridical Personality execution of the contract juridical personality. of the certificate of
of partnership. incorporation.
Disposal/ Transferability Partner may not dispose Co-owner may freely do Stockholder has a right to
of Interest of his individual interest so (NCC, Art. 495). transfer shares without
unless agreed upon by all prior consent of other
partners. stockholders.
Power to Act with 3rd In the absence of Co-owner cannot Management is vested
Persons stipulation to contrary, a represent the co- with the BOD.
partner may bind ownership (NCC, Art. 491-
partnership. Each partner 492).
is agent of partnership.
NOTE: Except as provided
by Art. 1825, persons who
are not partners as to
each other are not
partners as to third
persons [NCC, Art.
1769(1); Albano, 201].
Effect of Death Death of a partner results Death of co-owner does Death of stockholder does
in dissolution of not necessarily dissolve not dissolve the
partnership. co-ownership. corporation.
Dissolution May be dissolved at any May be dissolved anytime Can only be dissolved
time by the will of any or by the will of any or all of with the consent of the
all of the partners. the co- owners. State.
NOTE: If an unlawful
partnership is dissolved
by a judicial decree, the
profits shall be
confiscated in favor of the
State.
Liability In case of a general GR: The obligation to
partner, his separate and third persons is limited to
personal property shall the assets of the
also be liable if the assets corporation.
of the partnership is not XPN: Partner binds
sufficient to satisfy the himself solidarily liable
obligation to third
persons.
Partnership v. Joint Venture (2015 BAR)
BASIS Partnership Joint Venture
Coverage Contemplates the undertaking of a Ordinarily limited to a single
general and continuous business of a transaction and not intended to
particular kind. pursue a continuous business.
Firm name Required to operate under a firm name. Has no firm name.
Transfer of property The property used becomes the property The property used remains
of the business entity and hence of all the undivided property of its
Partners. contributor.
Power A partner acting in pursuance of the firm None of the co-venturers can bind
business, binds not only himself as a the joint venture or his co-
principal, but as their agent as well, also venturers.
the partnership and the partners.
Firm Name and Liabilities A partnership acquires personality after A joint venture has no legal
following the requisites required by law. personality.
NOTE: SEC registration is not required
before a partnership acquires legal
personality (NCC, Art. 1768).
