1. Distinction between co-ownership, corporation and partnership.

Co-ownership Partnership Corporation

As to creation
Can be created without the Can be created only by Created by operation of law
formalities of a contract contract, express or implied.
As to Juridical Personality
Has no juridical or legal Has juridical personality Acquires juridical personality
personality distinct from the partners from the date of issuance of
the certificate of
incorporation by SEC.
As to Purpose
Purpose is collective Purpose is to obtain profits May be for profit, for
enjoyment of the thing corporation with shares, or
non-profit, for corporation
without shares.
As to Disposition of Shares
Co-owner can dispose of A partner, unless authorized, Stockholders has generally
his without the consent of cannot dispose of his share the right to transfer his shares
the others with the and substitute another as a without prior consent of the
transferee automatically partner in his place. other stockholders.
becoming a co-owner.
As to Existence of Mutual Agency
There is no mutual A partner can generally bind No mutual agency because
representation. the partnership. everyone can be a stockholder
or owner of a corporation.
As to Distribution of Profits
Distribution of profits Distributions of profits is Upon the declaration of the
must be to the respective subject to the stipulation of Board of Directors of a
interests of the co-owners. the parties. distribution of dividends to its
stockholders, stockholders
may have a dividend income
based on their respective
shares in the corporation.
As to Effect of Death or Incapacity
A co-ownership is not Death or incapacity dissolves Death or incapacity of a
dissolved by the death or the partnership stockholder does not dissolve
incapacity of a co-owner the corporation.
As to Formal Requisites
No public instrument May be made in any form It requires an Articles of
needed even if real except when real property is Incorporation and By-laws.
property is the object of contributed.
the co-ownership.
As to Agreement on the Period
An agreement to keep the There may be an agreement Corporate existence is up to
thing undivided for a as to a definite term without 50 years and may be extended
period of 10 years is void limit set by law. for another 50 years.