Partnership:

• Formed by at least 2 people who enter into a partnership agreement.

• Each partner can act for the company, and their actions bind the partnership.

• Partners are personally liable for the debts of the company.

Corporation:

• Requires at least 5 people and state authorization to become a legal entity.

• Managed by a board of directors or trustees.

• Stockholders are not personally liable for the company’s debts beyond their share subscriptions.

The Articles of Incorporation must contain:

• Name of the corporation

• Purpose(s) of the corporation

• Principal office (within the Philippines)

• Term of existence

• Names, nationalities, and residences of the incorporators

• Number of directors (5-15) and their details

• Authorized capital stock and details for stock corporations, or capital and contributions for non-stock corporations

• Name of the treasurer-in-trust

• Transfer clause

• Other necessary provisions

• Notarial page

General Partnership:

• All partners are personally liable for the debts of the partnership, even with their personal property.

Limited Partnership:

• Has both general and limited partners.

• Limited partners are only liable to the extent of their contributions.

• The partnership name must contain the words "Limited" or "Ltd."

A partnership at will has an indefinite term. Any partner can dissolve it at any time, without notice.

A general professional partnership is formed for the practice of a profession, such as law, accounting, engineering, or architecture.

Typically, corporations cannot enter into partnerships. However, if the Articles of Incorporation explicitly allow it, they may enter into a partnership.
 

Foreign corporations may also enter partnerships if permitted by their charter or statute.

Omit this section - Same as first question

The Articles of Incorporation must include:

• Name of the corporation
• Specific purpose(s) for incorporation
• Principal office location (within the Philippines)
• Term of existence
• Names, nationalities, and residences of incorporators
• Number of directors (5-15) and their details
  For stock corporations: Authorized capital stock, number of shares, and subscriber details (if shares are par value, include the par value). For non-stock corporations: Capital and contributor details
• Name of the treasurer-in-trust
• Transfer clause
• Other necessary provisions
• Notarial page

A corporation's by-laws should include:

• Procedures for calling and conducting meetings of directors and stockholders

• Quorum and voting rules

• Proxy forms and their voting procedures

• Qualifications, duties, and compensation for directors, officers, and employees

• Time and notice for annual elections of directors

• Election and appointment procedures for officers

• Penalties for by-law violations

• Procedures for issuing stock certificates (for stock corporations)

• Other provisions necessary for corporate affairs

Stock Corporation:

• Has authorized capital stock divided into shares.

• Engaged in income-generating activities and may declare dividends.

Non-Stock Corporation:

• Has no authorized capital stock.

• Organized for charitable, educational, or similar purposes.

Authorized Capital Stock:

• The total number of shares a corporation is allowed to issue (with or without par value).

Subscribed Capital Stock:

• The total number of shares issued or subscribed by stockholders.

Pre-incorporation subscription refers to the number of shares that must be subscribed to before incorporation. This information is included in the Articles of Incorporation.

Incorporators:

• Owners of the company and signatories in the Articles of Incorporation.
   

Board of Directors:

• Responsible for governing the corporation and typically elected for a 1-year term.

These are the requirements:

• Must be natural persons of legal age.

• Incorporators must subscribe to at least one share, and the majority should be residents of the Philippines.

• The total number of incorporators and board members should be 5-15.

Yes, provided all requirements are met and the business is not restricted to Filipino ownership as specified in the Articles of Incorporation.

Business activities that are fully reserved for Filipino citizens are:

• Mass media

• Practice of professions

• Retail trade enterprises with paid-up capital of less than US$2.5 million

• Private security agencies

• Small-scale mining
  Utilization of marine resources in archipelagic waters, territorial sea, and exclusive economic zones as well as small-scale utilization of natural resources in rivers, lakes, bays, and lagoons

• Ownership, operation, and management of cockpits

• Manufacture of firecrackers and other pyrotechnic devices

Yes, the SEC can reject a business name if it is identical or confusingly similar to an existing corporation or if it’s deceptive or contrary to laws.

The fee consists of:

• Filing Fee: 1/5 of 1% of the authorized capital stock (or subscription price), but not less than P2,000.
• Legal Research Fee: 1% of the filing fee, but not less than P10.
• By-laws Fee: P1,010.

No, applications are only processed at the main SEC office. Satellite offices only receive documents for amendments or compliance

• Partnerships: Validity depends on what’s stated in the Articles of Partnership (can be indefinite in a "Partnership at Will").

• Corporations: SEC registration is valid for up to 50 years.