Republic of the Philippines

BULACAN STATE UNIVERSITY

City of Malolos, Bulacan
Tel/Fax (044) 791-0153

COURSE SYLLABUS
LAW ON BUSINESS ORGANIZATIONS
(PARTNERSHIP AND PRIVATE CORPORATION)
2ndSemester, AY 2023 – 2024

COLLEGE : COLLEGE OF CRIMINAL JUSTICE EDUCATION

DEPARTMENT : LEGAL MANAGEMENT
COURSE CODE : PPC 213
COURSE TITLE : LAW ON BUSINESS ORGANIZATIONS
(PARTNERSHIP AND PRIVATE CORPORATIONS)
CREDIT UNITS : 3 UNITS (3 HOURS)
PRE-REQUISITE : NONE
FACULTY : ATTY. MELBA A. DAVID
CONSULTATION HOURS :

COURSE DESCRIPTION
This course is an introduction to the basic provisions of the Law on
Partnership under R.A. 386, the Law on Corporation under R.A. No. 11232 and the
Philippine Cooperative Code of 2008 under R.A. 9520. .

Course Objectives
At the end of the course, the student is expected to have a thorough
comprehension of the following:
1. The legal requirements on the formation of Partnership, Corporation and
Cooperatives as juridical entities,
2. The powers, management and dissolution of these entities.
3. The rights and liabilities of the owners/members of these business
organizations.
4. The important doctrines in partnership, corporate law and cooperative law.
5. Apply legal knowledge to actual situations.

University Vision
Bulacan State University is a progressive knowledge-generating institution, globally-
recognized for excellent institution, pioneering research, and responsive community
engagements.

University Mission
Bulacan State University exists to produce highly competent, ethical and service-
oriented professionals that contribute to the sustainable socio-economic growth and
development of the nation.

Core Values: SOAR BulSU!

Service to God and Community

Order and Peace
Assurance of Quality and Accountability
Respect and Responsibility

The BulSU Ideal Graduates Attributes ( BIG A ) reflect the graduate’s capacity as:
a. highly and globally competent;
b. ethical and service-oriented citizen;
c. analytical and critical thinker; and
d. reflective life-long learner.
Program Education Objectives (PEO)

Program Education Objectives University Mission

(PEO) AIG-aa AIG-b AIG-c AIG-d
PEO 1   
Understand and apply the
concepts, principles, theories and
philosophies of Business,
Management and Law.
PEO 2   
Seek employment and facilitate
the integration process in the
corporate environment so they
can be immediately productive
once employed.
PEO 3   
Appreciate the Paralegal role in
the organization and the legal and
regulatory environment of
Business,; and how they can
make meaningful contributions as
a strategic partner in building the
organization to become globally
competitive.

Program Outcomes (PO)

On completion of the course, the student is expected to be able to do the
following:

Program Educational Objectives

PROGRAM OUTCOMES PEO1 PEO2 PEO3
a. Apply legal and management   
principles, theories and methods to
various types of organization
b. Analyze, evaluate and solve problems   
critically using legal and management
tools and techniques
c. Use interpersonal and communication   
skills effectively
d. Seek employment and facilitate the   
integration process in the corporate
environment so they can be
immediately productive once
employed
e. Make decisions and act within ethical   
standards and corporate social
responsibility
f. Formulate meaningful contributions   
as a strategic partner in building the
organization to become globally
competitive
Course Outcomes and Relationship to Program Outcomes

Course Outcomes Program Outcomes

a b c d e F
After completing this course the student
must be able to:
CO1-Explain, interpret, distinguish, P L L L P O
appraise and define law on
business organizations.
CO2-Describe, use, differentiate, support P L L L P O
and define one type of business
organization from the others.
CO3-Identify, weigh and state the L L L L P O
powers, rights, obligations, duties
and liabilities as members or
officers of the business
organization.
CO4-identify, list and demonstrate L L L L P O
special corporations.
CO5- identify and recognize dissolution L L L L P O
of partnership and corporation.
CO6-Repeat, recognize, implement, P P L L P O
examine and value court decision.
CO7-Influence others to be responsible P L L L P O
members of Business organizations
CO8-Behave according to the norms of P L L L P O
profession.
CO9-Do business in accordance with L L L L P O
law.
CO10-Participate willingly in research L L L L P O
and socialwork in the community.
CO11-Discuss business set up, its P L L L P O
advantage and disadvantage as
well as the implications of doing
business in the community.
CO12-Support projects beneficial to the P L L L P O
community.
CO13-Commit to keep abreast with L L L L P O
current and global trends in
business laws though research
and/or further studies.
Note: (L) Facilitate LEARNING of the competencies (P) Allow students to
PRACTICE competencies (O) Provide OPPORTUNITY for development.

LEARNING EPISODES:

Intended TOPIC Week Learning Suggested

Learning Activities Assessment
Outcomes (ILO)
Bulsu Mission, Vision; Week Orientation
course outline/objectives; 1 Activity 1
Student’s Information
I. LAW ON
PARTNERSHIP
Week Formative
Define partnership A. General Provisions 2 Assessment
and discuss its (Feedback)
characteristics,
forms and Summative
classifications. Assessment
a. Term
 examinations
b. performance
task

Authentic
assessment
a. Case
study/digest.
Week Formative
Explain, interpret, 3-6 Assessment
distinguish, B. Obligations of Partners (Feedback)
appraise and define
law on business D. Dissolution and Winding Summative
organizations. Up Assessment
Identify, weigh and a. Term
state the powers, E. Limited Partnership examinations
rights, obligations, b. performance
duties and liabilities task
as members or
officers of the Authentic
business assessment
organization. a. Case
study/digest.
Identify and recognize
dissolution of
partnership and
corporation.

Influence others to be
responsible
members of Business
organizations

Do business in
accordance with law.

Discuss business
set up, its
advantage and
disadvantage as
well as the
implications of
doing business in
the community.

Commit to keep
abreast with
current and global
trends in
business laws
though research
and/or further
studies.

II. LAW ON
CORPORATION
Week Formative
Explain, interpret, A. General Provisions 7-12 Assessment
distinguish, (Definitions and (Feedback)
appraise and Classifications)
define law on Summative
business B. Incorporation and Assessment
organizations. Organization of Private a. Term
Identify, weigh and Corporations examinations
state the powers, b. performance
rights, obligations, task
duties and C. Board of
liabilities as Directors/Trustee and Authentic
members or Officers assessment
officers of the a. Case
business D. Powers of Corporations study/digest.
organization.
E. Stocks and
Identify and Stockholders
recognize
dissolution of F. Corporate Books and
partnership and Records
 corporation.
G. Merger and
Repeat, recognize, Consolidation
implement,
examine and value
court decision.

Influence others to
be responsible
members of
Business
organizations

Behave according
to the norms of
profession.

Do business in
accordance with
law.

Discuss
business set up,
itsadvantage
and
disadvantage as
well as
theimplications
of doing
business in the
community.

Support projects
beneficial to the
community.

MIDTERM EXAMINATION Week

13
Explain, interpret, H. Nonstock Corporation Week Formative
distinguish, 14-17 Assessment
appraise and define I. Members (Feedback)
law on business
organizations. J. Trustees and Officers Summative
Identify, weigh and Assessment
state the powers, K. Distribution of Assets in a. Term
rights, obligations, Nonstock Corporation examinations
duties and liabilities b. performance
as members or L. Close Corporation task
officers of the
business M. Special Corporations Authentic
organization. a. Educational assessment
Corporation a. Case
identify, list and b. Religious Corporations study/digest.
demonstrate special c. One Person
corporations. Corporations

Identify and recognize N. Dissolution

dissolution of
partnership and O. Foreign Corporations
corporation.
III. COOPERATIVE
Repeat, recognize,
implement, examine A. GENERAL
and value court CONCEPTS &
decision. PRINCIPLES

Influence others to be B. ORGANIZATION &

responsible REGISTRATION
members of Business
organizations C. MEMBERSHIP

Behave according to D. RESPONSIBILITIES,

the norms of RIGHTS & PRIVILEGES
profession. OF COOPERATIVE

Do business in E. DISSOLUTION OF
COOPERATIVES
accordance with law.
F. ALLOCATION &
Discuss business DISTRIBUTION OF NET
set up, SURPLUS
itsadvantage and
disadvantage as
well as the
implications of
doing business in
the community.

Support projects
beneficial to the
community.
FINAL EXAMINATION Week
18

FINAL COURSE OUTPUT:

At the end of the semester the students are required to submit case digests
written on a notebook pertaining to jurisprudence on the Law on Partnership,
Corporation and Cooperative.

As guide, the prescribed format for the case digest should be as follows:
a. Name of case
b. Citation
c. Facts
d. Issue/s

GRADING SYSTEM:
Term Examinations 30%
Quizzes 20%
Project/Activities 20%
Participation/Recitation 20%
Attendance 10%

TOTAL 100%

Range Grade
97-100 1.00
94-96 1.25
91-93 1.50
88-90 1.75
85-87 2.00
82-84 2.25
79-81 2.50
76-78 2.75
75 3.00
74 and below 5.00

References:

Domingo, Andrix., CPA.MBA, Partnership, Revised Corporation and Cooperative

Law (Second Edition, 2021)

Republic Act 386 Civil Code of the Philippines, the Law on Corporation under R.A.
No. 11232 and the Philippine Cooperative Code of 2008 under R.A. 9520

CLASS POLICIES

1. A student will be considered tardy if he/she comes in 5 minutes after the given
schedule. Three (3) tardiness are equivalent to one (1) absent.
2. Three (3) unexcused absences will be considered as unofficial drop.
3. Always report in prescribed attire.
4. Always observe proper class decorum.
 Aside from academic deficiency, other grounds for a failing grade are:
a. Grave misconduct and / or any form of cheating (Please refer to Student
Manual)
b. Unexcused absences of more than 20% of the required number of
meetings per term.
c. Failure to take midterm and/or final exams.
d. Failure to submit academic project/s.

Prepared by:

Atty. Melba A. David

Department Head-Legal Management

Approved by:

ATTY. ROLANDO P. GARCIA

Dean CCJE

STUDENT’S COPY
DECLARATION
I have read and understood the above syllabus in full and in participating in this course, I
agree to the above rules. I have a clear understanding of the policies and my responsibilities, and I
have discussed everything unclear to me with the instructor.

I will adhere to the academic integrity and policy and I will treat my fellow students and my
teacher with due respect.

I understand that this syllabus can be modified or overruled by announcements of the

instructor in class or on any social media site at any time.

Student’s Printed Name Signature Date

___________________ ________________ ________________

Parent’s Printed Name Signature Date

___________________ _______________ ________________

----------------------------------------------cut here-------------------------------------------------------

INSTRUCTOR’S COPY
DECLARATION
I have read and understood the above syllabus in full and in participating in this course, I
agree to the above rules. I have a clear understanding of the policies and my responsibilities, and I
have discussed everything unclear to me with the instructor.

I will adhere to the academic integrity and policy and I will treat my fellow students and my
teacher with due respect.

I understand that this syllabus can be modified or overruled by announcements of the

instructor in class or on any social media site at any time.

Student’s Printed Name Signature Date

___________________ ________________ ________________

Parent’s Printed Name Signature Date

___________________ _______________ ________________
(Please detach the instructor’s copy of the declaration and submit it to your instructor during the first
week)

PROJECT REQUIREMENTS
Each student must have written on the other half of the notebook summary/digest of the cases assigned
to his/her group which should contain the following:
i. Case Title with the GR No/SCRA No and the date the decision was penned;
ii. Facts (summary of the case relevant to partnership / corporation)
ii. Issues (relevant only to partnership / corporation)
iv. Ruling.
PARTNERSHIP CASES

1. In the matter of the petition for authority to continue use of firm name “Sycip, Salazar, et al 92 S 1, July 30, 1979
2. Ortega v. CA, 245 S 529, G.R. No. 109248, July 3, 1995
3. Tocao v. CA, 342 S 20, GR No. 127405, October 4, 2000
4. Commissioner of Internal Revenue v. Suter & CTA, 27 S 152
5. Lim Tong Lim v. Phil. Fishing Gear Industries, Inc. 317 S 728
6. Evangelista & Co. v. Abad Santos, GR 31684, June 28, 1973,51 S 416
7 Estanislao, Jr. v. CA, 160 S 830
8. Tacao v. CA, 365 S 463
9. Heirs of Jose Lim v. Juliet Villa Lim, G. R. No. 172690-, March 3, 2010
10 Torres & Baring v. CA & Manuel Torres, G.R. No. 134559, December 9, 1999
11 Litonjua, jr. v. Litonjua, Sr. et al., GR No. 166299-300, December 13, 2005
12 Michael C. Guy v. Atty. Gacott, G.R. No. 206147, January 13, 2016
13 Lilibeth Sunga-Chan & Cecilia Sunga v. Lamberto Chua, GR No. 143340, Aug. 15, 2001
14 Paul Mac Donal v. The National City Bank of New York, GR No. L-7991, May 21, 1956
15 Jarantilla v. Jarantilla, GR No. 154486, December 1, 2010
16 Vicente Dira v. Pablo D. Tanega, GR No. 13232, June 17, 1970
17 Maximiliano Sancho v. Severiano Lizarraga, GR 33580, Feb. 6, 1931
18 Eufracio Rojas v. Constancio B. Maglana, GR 30616, Dec. 10, 1990
19 Marsman Drysdale Land, Inc. v. Phil. Geoanalytics Inc , GR 183374, June 29, 2010
20 Zenaida Mendoza v. Engr. Paule, et al, GR 175885, Feb 13, 2009
21 Antonio Pardo v. The Hercules Lumber Co, Inc, GR 22442, August 1, 1924
22 Dan Fue Leung vs. IAC & Leung Yiu, GR 70926, January 31, 1989
23 Arsenio Mendiola v. CA, etal., GR 159333, July 31, 2006
24 Josefina P. Realubit v. Prosencio D,. Jaso, GR 178782, Sept. 21, 2011
25 Orbe v. Miaral, GR 217777, August 16, 2017
26 Tiosejo Investment Corp. v. Sps. Ang, et al., GR 174149, Sept. 8, 2010
27 Sy v. CA, GR 94285, August 31, 1999
28 Irma Idos v. CA & People, GR 110782, September 25, 1998
29 Benjamin Yu v. NLRC, et al, GR No. 972212, June 30, 1993
30 Sunga-Chan v. Chua, GR 143340, August 15, 2001
31 Prime Link Properties & Devt Corp vs. Lazatin-Magat, et al., GR 167379, June 27, 2006
32 Villareal v. Ramirez, GR 144214, July 14, 2003
33 Tai Tong Chuache & Co. v. Insurance Commission, 158 S 336
34 Aguila, Jr. v. CA, 316 S 246, GR No. 127347, Nov. 25, 1999
35 Ang Pue v. Sec. of Commerce and Industry, 5 SCRA 645
36 Heirs ofTan Eng Kee v. CA, 341 S 740
37 Pascual v. CIR, 166 S 560
38 Ona v. CIR, 45 S 74
39 Obillos, Jr. v. CIR, 139 S 436
40 Sardane v. CA, 167 S 524
41 AFISCO Insurance Corp. v. CA, 302 S 1
42 Deluao v. Castel, 26 S 475
43 Torres v. CA, 320 S 428
44 Agad v. Mabolo & Agad & Co., 23 S 1223
45 CIR v. Suter, 27 S 152, GR No. L25532, Feb. 28, 1969
46 The Insular Life Assurance Co., Ltd. V. Ebrado, 80 S 181
47 Uy v. Puzon, 79 S 598
48 Moran Jr. v. CA, 133 S 88, GR 59956, October 31, 1984
49 Liwanag v. CA, 281 S 1225
50 Ramnani v. CA, 196 S 731
51 Lim tanhu v. Ramolete, 66 S 425
52 Fue Leung v. CA, 169 S 746
53 Emnace v. CA, 370 S 431, GR No. 126334, November 23, 2001
54 United Pioneers Gen. Construction Co., 65 S 544
55 Muñasque v. CA, 139 S 533
56 Compania Maritima v. Muñoz, 9 Phil. 326
57 Island Sales, Inc. v. United Pioneers General Construction Co., 65 S 554, GR 22493, July 31,
58 Goquiolay v. Sycip, 9 S 663, GR 11840,
59 Santiago v. Syjuco Inc. v. Castro
60 Pioneer Insurance & Security Corp v. CA, 175 S 668
61 Villareal v. Ramirez, 406 S 145
62 Yu v. NLRC, 224 S 75
63 Magdusa v. Albaran, 5 S 511
CORPORATION CASES

1 Olongapo City vs. Subic Water & Sewerage Co, GR 171626, August 6, 2014
2 Ramon Lee & Lacdao vs. CA, GR 93695, February 4, 1992
3 PNB v. Andrada Electric & Engineering Co, GR 142936, April 17, 2002
4 Boyscouts of the Phils. vs. COA, GR 177131, June 7, 2011
5 Phil. Fisheries Devt. Authority v. CA, et al, GR 169836
6 Carandang v. Desierto, GR 148076, January 12, 2011
7 Commissioner Of Customs v. OilLink Intl. Corp, GR 161759, July 2, 2014
8 Heirs of Fe Tan Uy v. Int’l Exchange Bank, GR 166282, February 13, 2013
9 Manila Intl Airport Authority vs. CA, et al., GR 155650, July 20, 2006
10 CIR v. St. Luke’s Medical Center, Inc., GR 195909, September 26, 2012
11 BDCEU v. Calleja, GR 80887, September 30, 1994
12 Paul Lee Tan vs. Sycip, GR 153468, August 17, 2006
13 Castillo, et al v. Balinhasay, et al., GR 150976, October 18, 2004
14 Rep. Planters Bank v. Agana, Sr., et al., GR 51765, March 3, 1997
15 Ong Yong v. David Tiu,et al, GR 144476, April 8, 2003
16 Santiago, Cua , Jr. et.al. vs. Miguel Ocampo Tan, et.al., G.R. No 181455-56, December 4, 2009
17 Filipinas Port Services, Inc.,et al. vs. Victorio S. Go, et.al., G.R. No. 161886, March 16, 2007
18 Raniel and Pag-ong vs. Paul Jochico, et.al., G.R. No. 153413, March 1, 2007
19 San Juan Structural and Steel Fabricators, Inc. vs. CA, et.al., GR 129459, September 29, 1998
20 Citibank N.A. vs. Hon. Segundo Chua, et.al., GR 102300, March 17, 1993
21 Grace Christian High School vs. CA, et.al., GR 108905, October 23, 1997
22 Premium Marble Resources, Inc. vs. CA and Int’l Corporate Bank, GR 96551, November 4, 1996
23 Singson vs. COA GR 159355, August 9, 2010
24 Western Institute of Technology, Inc., et.al. vs. Salas, et.al., GR 113032, August 21, 1997
25 Sanchez vs. Republic of the Philippines, GR 172885, October 9, 2009
26 Magaling, et.al., vs. Ong , GR 173333, August 13, 2008
27 Prime White Cement Corporation vs. IAC and Alejandro Te, G.R. No. L-68555, March 19, 1993
28 Monfort Hermanos Agricultural Devt Corp vs. Antonio B. Monfort III, GR 152542, July 8, 2004
29 Juanito Ang vs. Spouses Roberto and Rachel Ang, GR 201675, June 19, 2013
30 Nestle Philippines, Inc. vs. CA and SEC, GR 86738, November 13, 1991
31 Pedro Lopez DEE vs. SEC, et.al., GR L-60502
32 Gilda C. Lim, et.al., vs. Patricia Lim-Yu, GR 138343, February 19, 2001
33 Caltex Inc. vs. PNOC Shipping and Transport Corporation, GR 150711, August 10, 2006
34 Boman Environmental Devt Corp. vs. CA and Nilcar Y. Fajilan, GR 77860, November 22, 1988
35 Philip Turner and Elnora Turner vs. Lorenzo Shipping Corp, GR 157479, November 24, 2010
36 Republic Planters Bank vs. Hon. Enrique A. Agana, Sr., et.al., GR 51765, March 3, 1997
37 PLDT Co. vs. NTC, et.al., GR 152685, December 4, 2007
38 China Banking Corporation vs. CA, et.al., GR 117604, March 26, 1997
39 Chung Ka Bio, et.al., vs IAC, et.al., GR 71837, July 26, 1988
40 Loyola Grand Villas Homeowners (South) Assoc, Inc., vs. CA, et.al., GR 117188, Aug 7, 1997
41 Expert Travel & Tours, Inc. vs. CA and Korean Airlines, GR 152392, May 26, 2005
42 Lopez Realty, Inc. & Gonzales vs. Fontecha, et.al., & NLRC, GR 76801, Aug 11, 1995
43 Jesus V. Lanuzam et,al., vs. CA, et.al., GR 131394, March 28, 2005
44 Lee & Lacdao v. CA, et al., GR No. 93695, February 4, 1992
45 Legaspi Towers vs.Amelia Muer, GR 170783, June 18, 2012
46 Western Institute of Technology, Inc. v. Salas, GR 113032, August 21, 1997
47 Villamor, Jr. v. Umale, GR 172843, September 24, 2014
48 Ponce v. Alsons Cement Corp & Francisco Giron,Jr. , GR 139802, December 10, 2002
49 Nora A. Bitong v. CA, et al., GR 123553, July 13, 1998
50 The Rural Bank of Lipa City, Inc v. CA, et al., GR 124535, September 28, 2001
51 Oscar C. Reyes v. RTC of Makati, et al,. GR 165744, August 11, 2008
52 Lucia Magaling, et al. v. Peter Ong, GR 173333, August 13, 2008
53 Valley Golf & Country Club, Inc. v. Rosa O. vda. de Caram, GR 158805, April 16, 2009
54 Calatagan Golf Club, Inc. v. Sixto Clemente, Jr., GR 165443, April 16, 2009
55 Republic v. Sandiganbayan & Cojuangco, GR 88809, July 10, 1991
56 PNB &1 Natl Sugar Devt. Corp v. Andrada Electric & Engr. Co., GR 142936, April 17, 2002
57 Mindanao Savings & Loan Assoc. Inc., v. Edward William, et al., GR No. 178618, Oct 11, 2010
58 Reynaldo M. Lozano v. Hon. Delos Santos & Anda, GR 125221, June 19, 1997
59 Associated Bank v. CA & Sarmiento, Jr., GR 123793, June 29, 1998
60 Global Business Holdings, Inc. v. Surecomp Software, GR 173463, October 13, 2010
61 Santiago Cua, Jr., et al. v. Miguel Ocampo Tan, et al., GR 181455-456, December 4, 2009
62 Long & Almeria v. Basa, et al., GR 134963, September 27, 2001
63 Barayuga v. Adventist Univ. of the Phils., GR 168008, August 17, 2011
64 Cargill, Inc. v. Intra Strata Assurance Corp., GR 168266, March 15, 2010
65 Columbia Pictures, Inc. v. CA, et al, GR 110318, August 28, 1996
66 Agilent Tech. Singapore, LTD v. Integrated Silicon Tech. Phils , GR 154618, April 14, 2004
67 Pioneer Int’l Limited v. Hon. Guadiz & Antonio Todaro, GR 156848, October 11, 2007-
68 Phil. Nat’l Construction Corp v. Pabion & Ramiro, GR 131715, December 8, 1999