BASIS PARTNERSHIP CORPORATION COOPERATIVE
Creation By contract or by mere By law By law
agreement of the parties.
Juridical Personality Has separate and distinct juridical Has separate and distinct juridical Has separate and distinct juridical
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personality from that of each personality from that of each personality from that of each
partner. corporator. member.
Purpose
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Realization of profits. Depends in the Articles of Social, economic, and cultural
Incorporation (AOI). needs and aspirations of
members
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Duration/ Term of Existence No limitation. Perpetual existence 50 years maximum, extendible
for not more than 50 years in any
one instance.
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Incorporators Minimum of 2 natural/ juridical* No minimum, up to 15 15 or more natural persons who
persons. persons(natural, partnership, are Filipino citizens, of legal age,
association or corporation) having a common bond of
*Under the RCC, corporations interest and are actually residing
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may now enter into a partnership Except:natural persons for the or working in the intended area
practice of profession or of operation(Primary
partnerships or associations cooperative)
organized to practice a
profession
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Commencement of Juridical From the moment of execution From the date of issuance of the From the date of issuance of the
Personality of the contract of partnership. certificate of incorporation. certificate of registration
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Disposal/ Transferability of Partner may not dispose of his Stockholder has a right to No member shall transfer his
Interest individual interest unless agreed transfer shares without prior shares or interest in the
upon by all partners. consent of other stockholders. cooperative or any part unless:
1. He has held such share capital
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contribution or interest for not
less than 1 year
2. The assignment is made to the
cooperative or to a member of
the cooperative ort to a person
who falls within the field of the
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membership of the cooperative;
and
3. The board of directors has
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approved such assignment
Power to Act with 3rd Persons In the absence of stipulation to Management is vested with the Management is vested with the
contrary, a partner may bind BOD. BOD.
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partnership – each partner is
agent of partnership.
Effect of death Death of a partner results in Death of stockholder does not Death of a member may be
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dissolution of partnership. dissolve the corporation. considered valid grounds for
termination of membership
Dissolution May be dissolved at any time by Can only be dissolved with the Can only be dissolved with the
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the will of any or all of the consent of the State. consent of the State.
partners.
Liability In case of a general partner, his The obligation to third persons is The obligation to third persons is
separate and personal property limited to the assets of the limited to the assets of the
shall also be liable if the assets of corporation. cooperative.
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the partnership is not sufficient
to satisfy the obligation to third
persons.
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