Compare and Contrast PARTNERSHIP CORPORATION COOPERATIVE

By the contract of partnership two or more A corporation is an artificial being created by operation of law, having the right A cooperative is an autonomous and duly registered association of
persons bind themselves to contribute money, of succession and the powers, attributes, and properties expressly authorized persons, with a common bond of interest, who have voluntarily
property or industry to a common fund, with the by law or incidental to its existence (2). joined together to achieve their social, economic, and cultural needs
Definition intention of dividing the profits among themselves and aspirations by making equitable contributions to the capital
(1767) required, patronizing their products and services and accepting a
fair share of the risks and benefits of the undertaking in accordance
with universally accepted cooperative principles. (R.A. 9520, Art. 3.)

1. There must be a valid contract; 1. It is an artificial being; 1.Artificial being

2. There must be two or more persons who have 2. It is created by operation of law; 2.Created by operation of law
the legal capacity to enter into a contract; 3. It has the right of succession; 3.Right of succession
3. There must be a mutual contribution of money, 4. It has the powers, attributes, and properties expressly authorized by law or 4.Community- oriented
property or industry to a common fund; incidental to its existence 5.Democratic approach
Elements or Attributes 4. The object must be lawful; There must be an
intent to engage in lawful business, trade or
profession;
5. The purpose is to obtain profits and to divide
the same among the partners; joint interest in
the profits.

Artificial beings; possess juridical personalities separate and distinct from those creating and composing it. It has the capacity to
take and grant property and contractual obligations. It can sue and be sued in its juridical name.

1. Fiduciary; 1. Strong juridical personality; 1. Voluntary and Open Membership

2. Consensual; 2. Highly regulated by the government; 2. Democratic Member Control
3. Nominate; 3. Centralized Management; 3. Member's Economic Participation
4. Bilateral or Multilateral; 4. Limited Liability Feature; 4. Autonomy and Independence
Characteristics 5. Onerous; 5. Free Transferability of Units of Investment; 5. Education, Training, and Information
6. Commutative; 6. Perpetual Succession 6. Cooperation Among Cooperatives
7. Principal; 7. Concern for Community
8. Preparatory;
9. Essentially a contract of agency;
10. Capable of suit; and
11. Profit-oriented

Art. 1767-1867, Civil Code of the Philippines The Corporation Code of the The Revised Corporation Code of the The Philippine Cooperative Code of 2008
Laws Governing and
(Republic Act No. 386); took effect August 30, Philippines (Batas Pambansa Blg. Philippines (Republic Act No. 11232);
Effectivity
1950 68), took effect May 1, 1980 took effect February 23, 2019

Securities and Exchange Commission (Section 5 of the Securities Regulation Code, Rep. Act. 8799) The Cooperative Development Authority (CDA)
Regulatory Body

By mere agreement of the parties By law or by operation of law By having a common bond of interest and are having a common
bond of interest and are actually residing or working in the intended
Manner of Creation
area of operation.(Art. 10)

Important Document Articles of Partnership Articles of Incorporation Articles of Cooperation

A partnership may be constituted in any form, All corporations are constituted in public instruments. All cooperatives are constituted in public instruments.
except where immovable property or real rights
Form Requirements
are contributed thereto, in which case a public
instrument shall be necessary. (1771)

RFBT 2 Worksheet No. 7 23MW2_Group No. 4_COMPARE: Partnership vs. Corporation vs. Cooperative
 PARTNER STOCKHOLDERS/SHAREHOLDERS - stock corporation “(1) Member includes a person either natural or juridical who
As to the nature of contribution: capitalist or MEMBERS - non-stock corporation adhering to the principles set forth in this Code and in the Articles of
industrial Cooperative, has been admitted by the cooperative as member;
As to the extent of liability: general or limited
As to management: managing, secret, silent,
ostensible, dormant
“(2) Board of Directors shall mean that body entrusted with the
management of the affairs of the cooperative under its articles of
Nomination cooperation and bylaws;

“(3) Committee shall refer to any body entrusted with specific

functions and responsibilities under the bylaws or resolution of the
general assembly or the board of directors;

At least two (2) Any number of natural
persons not less than five (5) but not
more than fifteen (15), all of legal
age and a majority of whom are
Number of residents of the Philippines (10).
Incorporators
Any person, partnership, A cooperative may be organized and registered by at least fifteen
association or corporation, singly or (15) persons for any or all of the following purposes (Article 6,
jointly with others but not more than Chapter 2, R.A. 6938)
fifteen (15) in number, may organize a
corporation for any lawful purpose
or purposes.

A corporation with a single stockholder

is considered a One Person
Corporation (10).

From the execution of the contract of partnership From the date of issuance of Certificate of Incorporation, with the consent of A cooperative formed and organized under this Code acquires
Commencement of
(1784) the State juridical personality from the date the Authority issues a certificate of
Juridical Personality
registration under its official seal.

GR: All partners (1803) Board of Directors - stock corporation Board of Directors shall mean that body entrusted with the
Management EXC: Managing partner (1800-1802) Board of Trustees - non-stock corporation management of the affairs of the cooperative under its articles of
cooperation and bylaws. (Article 3, Chapter 1, R.A. 9520)

Right of Succession No right of succession (1830) With right of succession (2) With right of succession

Transferee does not become a partner unless all Can transfer, even without the consent of other stockholders. No member shall transfer his shares or interest in the cooperative or
other partners give their consent. (1813) any part unless:
1. He has held such share capital contribution or interest for not
Transferability of less than 1 year
Interests 2. The assignment is made to the cooperative or to a member
of the cooperative or to a person who falls within the field of
the membership of the cooperative; and
3. The board of directors has approved such assignment

GR: Partners shall be liable even beyond their Stockholders are liable only to the extent of the value of their shares. Art. 29. A member shall be liable for the debts of the cooperative tot
Extent of Liability capital contributions. the extent of his contribution to the share capital of the cooperative.
EXC: Limited partners (1843)

GR: No fixed period for the duration of the A corporation shall exist for a period A corporation shall have perpetual A cooperative shall exist for a period not exceeding hay
Term of Existence partnership not exceeding fifty (50) years from existence unless its articles of (50) years from the date of registration unless sooner dissolve or
EXC: Unless the partners agree on a fixed-term the date of incorporation unless incorporation provide otherwise (11). unless said period is extended. The cooperative term, as originally

RFBT 2 Worksheet No. 7 23MW2_Group No. 4_COMPARE: Partnership vs. Corporation vs. Cooperative
 or undertaking (partnership with a fixed-term or
undertaking).
EXC to the EXC: The partnership continued its
affairs even after the termination of the
term/period or accomplishment of its purpose
(partnership at will) - its existence depends on the
will of the partners or any one of them. (1785)
sooner dissolved or unless said stated in the articles of cooperation, may be extended for periods
period is extended. The corporate not exceeding fit
term as originally stated in the (50) years in any single instance by an amendment of the articles of
articles of incorporation may be cooperation, in accordance with this Code: Provided, That no
extended for periods not exceeding extension can be made earlier than five (5) years prior to the original
fifty (50) years in any single instance or subsequent expiry date dates unless there are justifiable reasons
by an amendment of the articles of foran earlier extension as may be determined by the Authority.
incorporation (11).

The partnership may be dissolved by the express The corporation can only be dissolved with the consent of the State. The cooperative can only be Kinds of Dissolution (Chapter 7,
will of all the partners (1830) dissolved with the consent of the R.A 9520)
Authority.
● Voluntary Dissolution
Where no Creditors are
Affected (Article 64)
● Voluntary Dissolution
Where Creditors Are
Manner of Dissolution Affected (Article 65)
● Involuntary Dissolution
(Article 66)
● Dissolution by Order of
the Authority (Article 67)
● Dissolution by Failure to
Organize and Operate
(Article 68)

None. General Information Sheet (GIS) 1. Economic Survey

Annual Financial Statement (AFS) 2. Treasurer’s Affidavit;
Other Compliance 3. Surety Bonds of accountable officers
Requirements 4. Certificate of Pre-Membership Education Seminar (PMES)
signed by CDA PMES TEAM;
5. Registration Fee

Roa, Kate A.
Caluna, Conrad Joemat
Yutuc, Maezel Jinn
Respicio, Daniela
Rodas, Marianne

RFBT 2 Worksheet No. 7 23MW2_Group No. 4_COMPARE: Partnership vs. Corporation vs. Cooperative