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SEC Opinion Feb. 29, 1980
SEC Opinion Feb. 29, 1980
Dear Sir:
This has reference to your letter dated October 29, 1979 requesting information
on whether or not two or more medium-size corporations (contractors) may
enter into a partnership or joint venture/consortium for the purpose of qualifying
in terms of capitalization and equipment in large-scale projects of the Ministry of
Public Highways through competitive bidding.
This Commission hereby reiterates its previous opinions that the weight of
authority is to the effect that a corporation cannot ordinarily enter into a
contract of partnership with another corporation or individual, to wit:
"According to the prevailing view, a corporation has no implied power to
become a partner with an individual or another corporation. This limitation
is based on public policy, since in a partnership the corporation would be
bound by the acts of persons who are not duly appointed and authorized
agents and officers, which would be entirely inconsistent with the policy
of the law that the corporation shall manage its own affairs, separately
and exclusively". (Am Jur par. 823)