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LEGAL ASPECTS (2)
  • Josiane Daliposa

  • 問題数 40 • 4/8/2024

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  • 1

    - oldest, simplest, and most prevalent form of business enterprise. It is an unorganized business owned by one person. - personally liable for all the debts and obligations of the business - There is no law that governs this form of business organization.

    Sole Proprietorship

  • 2

    New Civil Code provides that "By the contract of —- 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. Two or more persons may also form a partnership for the exercise of a profession." - begins from the moment of the execution of contract, unless it is otherwise stipulated.

    Partnership

  • 3

    partnership where all the partners are general partners who are liable to the extent of their separate property after the partnership asset have been exhausted.

    General Partnership

  • 4

    A partnership with one or more general partners and one or more limited partners. the general partner will be held liable beyond his contribution.

    Limited Partnership

  • 5

    partnership without a fixed duration set by the partners. It may be terminated depending upon the will of the partners.

    Partnership at Will

  • 6

    a partnership which is agreed upon to exist only for a specific term or period, or for the accomplishment of a particular undertaking.

    Partnership for a specific period

  • 7

    right, the contract of partnership must be in writing and in public document (meaning, it must be notarized). Also, there must be an inventory signed by the parties to be attached in the notarized contract of partnership; otherwise, the contract of partnership shall be void.

    If the property contributed is immovable

  • 8

    money or property, the contract must be in a public instrument and must be recorded in the Office of the Securities and Exchange Commission (SEC). However, the failure to comply with these requirements shall not affect the liability of the partnership and the members thereof to third persons.

    If the partnership has a capital of three thousand pesos

  • 9

    the law provides that the parties must sign and swear to a certificate and that the word "Limited" or "LTD" must be added in the partnership's name. The said certificate should be filed for record to the Office of the Securities and Exchange Commission (SEC). According to Justice Edgardo Paras, if the proposed limited partnership has not conformed substantially to the requirements, it is not considered a limited partnership but general partnership.

    In case of Limited Partnership

  • 10

    one who contributes capital (property or money). not exempt to any losses. Any stipulation to the contrary is void. cannot engage in another business which is of the same kind of business

    Capitalist Partner

  • 11

    one who contributes skills cannot engage in business for himself, unless the partnership expressly permits him to do so, not liable for losses

    Industrial Partner

  • 12

    partner who is liable beyond the extent of what he has contributed.

    General Partner

  • 13

    liable only to the extent of what he has contributed. can contribute only cash or other property but never industry.

    Limited Partner

  • 14

    manages the business of the partnership. If there is no, all of the partners shall manage.

    Managing Partner

  • 15

    no one can become a partner without the consent of all the partners.

    doctrine of Delectus Personae

  • 16

    Under Sec. 2 of the Batas Pambansa 68, otherwise known as the —# Code of the Philippines, corporation was defined as an artificial being created by operation of law, having the right of succession and powers, attributes and properties expressly authorized by law or incident to its existence

    Corporation

  • 17

    the principal doctrine on the test of nationality of corporation in the Philippines. It adheres to the belief that a corporation is a nationality test of the country under whose laws it has been organized and registered.

    Place of Incorporation Test

  • 18

    those formed or organized for the government of a portion of the State. Example: municipality for government functions

    Public corporations

  • 19

    those formed for some private purpose, benefit or end. Examples: ABS CBN Corporation, Jollibee Food Corporation, San Miguel Corporation

    Private corporations

  • 20

    cross between private corporations and public corporation. Examples: School districts, water districts, PLDT

    Quasi-public corporation

  • 21

    This kind of corporation obtained personality through incorporation under the Philippine laws.

    Domestic Corporation

  • 22

    licensed by SEC to do business in the Philippines under the principle of RECIPROCITY, after securing a certificate of authority from the Board of Investments under EO 226 or the Omnibus Election Code and after complying with the conditions for issuance of the license or application forms, structural organizations and capitalization.

    Foreign Corporation

  • 23

    Private corporations which have capital stock divided into shares and the stockholders are entitled to their shares of dividends or allotment the corporate surplus profits based on their stockholdings or subscriptions.

    Stock Corporation

  • 24

    These are corporations which do not issue stocks are composed of members, not stockholders. They may be civic, charitable, religious or professional organizations.

    Non-stock Corporation

  • 25

    It is a corporation which complied with the requirements of the law

    De Jure Corporation

  • 26

    Those who failed to comply with one or two legal requirements of the law.

    De Facto Corporation

  • 27

    It is composed of one member or corporator and generally applies to religious denominations. For example ,Catholic Church is Cardinal Sin and his successor.

    Corporation Sole

  • 28

    This is usually owned and managed by a family. All the outstanding stocks are owned and managed by a family; stocks are not open for public subscription.

    Close Corporation

  • 29

    All the members or corporations exercise their right to vote to elect the directors and other officers of the corporation; the stocks are open for public subscription.

    Open Corporation

  • 30

    This corporation is established for charitable purposes.

    Eleemosynary Corporation

  • 31

    This corporation is established for religious purposes.

    Ecclesiastical Corporation

  • 32

    This corporation is established for any purpose other than religion.

    Lay Corporation

  • 33

    This is composed of one member or corporator.

    Corporation Aggregate

  • 34

    This is a kind of corporation wherein members assume to act as corporation despite the knowledge of the non- existence of corporate personality. In this case all the persons involved will be liable as general partners.

    Corporation by Estoppel

  • 35

    A corporation organized in one state or country but extends its corporate business in other territories or countries.

    Multi National Corporation

  • 36

    It is a general principle under the law that a corporation has a personality which is separate and distinct from its members. However, the said principle would not apply to some instances as held in the case of San Juan Structural and Steel Fabricators, Inc. v. Court of Appeals.

    Doctrine of Piercing the Veil of Corporate Existence

  • 37

    This doctrine refers to the case when a director or officer of the corporation is presented with a business venture which can profitably handle by the corporation. He must give that business opportunity the corporation, he shall be held liable to refund to the corporation whatever fits and benefits he may have derived from such business opportunity.

    Doctrine of Business Opportunity

  • 38

    When the directors of the solvent or insolvent corporation distribute all corporate assets to the stockholders without reserving any assets for payment of corporate debts and liabilities.

    Trust Fund Doctrine

  • 39

    These are the total number or persons who compose the corporation after itsformation which include the incorporators, the stockholders / or members.

    Corporators

  • 40

    They must be natural persons. A juridical person cannot be an incorporator. The law provides that the incorporators must be at least five (5) but not more than (15).

    Incorporators, stock or non-stock