20 Question Take Home

OLLERO, Juan Paolo Legal Research and Computed
2016-1-002135 Take-Home Assignment

1. What is the difference between a Corporation and a Partnership?
What are the advantages and disadvantages of each?
a. Section 2 of Batas Pambansa Bilang 68, otherwise known as the
Corporation Code
b. Article 1767 of the Civil Code of the Philippines
ANSWER:
Article 1771 of the Civil Code provides that a partnership may be created
by mere agreement of the parties. On the other hand, a corporation owes its
creation from the State and it starts to commence upon issuance of the
Certificate of Incorporation. In partnership, partners may be held liable for more
than their investments. On the contrary, a shareholder may not be held liable
for more that what he invested. For corporations, the State grants it the power
of succession while none in partnership.
2. What are the requirements for a Partnership?

a. Article 1770 of the Civil Code of the Philippines
3. What is the difference between a Universal Partnership of All

Present Property and a Universal Partnership of Profits?
4. Will the partnership acquire a land in Makati City or Taguig City?

If so, is there a citizenship or resident requirement for a
Partnership in order to acquire public lands?
a. Section 23 of Act No. 2874, otherwise known as the Public Land Act
b. Section 122 of Act No. 2874, otherwise known as the Public Land
Act
5. What are the rights and obligations of the apprentice the

partnership will hire?
a. Article 59 of the Labor Code
b. Article 281 of the Labor Code
6. Assuming that Marissa is already a capitalist partner for Top of the

Citi by Chef Jessie. Can she still become a partner for the
restaurant business Jean Paul had in mind?
1
ANSWER:
No, Marissa cannot become a partner of the new partnership. There is an

absolute prohibition for a partner to engage in business relative to the business
in which he is a capitalist partner. Any capitalist partner violating this
prohibition shall be under the obligation to bring to the common fund any profits
derived by him from his transactions and in case of losses, he shall bear them
alone.
7. Assuming that Jean Paul is already an industrial partner in the

restaurant business of James in Brooklyn. Can he also become an
industrial partner in the business in the Philippines?
8. What kind of a partner is James? Can he be made liable for the

losses of the partnership?
9. Based from the given facts, what kind of partner is Jean Paul?
10. In case the partnership does not earn well, can Marissa, on her own,
decide to stop the partnership?
11. What are the modes of extinguishing the partnership?

12. What are the requirements for Jean Paul to work in the Philippines?
a. Article 40 of the Labor Code
b. Article 41 of the Labor Code
13. Since none of them are capitalist partners, both Marissa and Jean
Paul applied for a loan with ABC Banking Institution. Can they
pledge future properties that can be acquired by the partnership?
14. Will the partnership be subject to value-added tax?

a. Section 105 of Republic Act No. 8424, otherwise known as the Tax
Reform Act of 1997
2
b. Section 106 of Republic Act No. 8424, otherwise known as the Tax
Reform Act of 1997
15. What can the partnership do to lessen their payment of taxes?

a. Section 110 of of Republic Act No. 8424, otherwise known as the Tax
Reform Act of 1997
b. Section 111 of Republic Act No. 8424, otherwise known as the Tax
Reform Act of 1997
16. To save more money, Marissa doesn’t want to pay for their
employee’s SSS. Can she validly do so?
a. Section 9 of Republic Act No. 8282, otherwise known as the Social
Security Law
b. Section 28 of Republic Act No. 8282, otherwise known as the Social
Security Law
17. To lessen capital expenses, James decided to contribute his

property in Makati City. Can he validly do so? Assuming that it is
valid, what are the requirements for it to be valid?
18. To earn more profits, can the restaurant hire exotic dancers as
entertainment for the guests?
19. The business establishment that the partnership wants to establish

was named “Top of the City”. Did they violate any rules?
a. Section 165 of Republic Act No. 8293, otherwise known as the
Intellectual Property Code of the Philippines
b. Section 166 of Republic Act No. 8293, otherwise known as the
ANSWER:
Yes. The partnership violated tradename/business name infringement. The

descriptive words of Top of the City are confusingly similar to that of “Top of the
Citi by Chef Jessie”. Both are engaged in the business of restaurant services
hence there is a likelihood of confusion to the general public.
20. What logos can the business take to entice more customers?
a. Section 122 of Republic Act No. 8293, otherwise known as the
b. Section 123 Republic Act No. 8293, otherwise known as the

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OLLERO, Juan Paolo Legal Research and Computed

2016-1-002135 Take-Home Assignment

2. What are the requirements for a Partnership?

3. What is the difference between a Universal Partnership of All

4. Will the partnership acquire a land in Makati City or Taguig City?

5. What are the rights and obligations of the apprentice the

6. Assuming that Marissa is already a capitalist partner for Top of the

No, Marissa cannot become a partner of the new partnership. There is an

7. Assuming that Jean Paul is already an industrial partner in the

8. What kind of a partner is James? Can he be made liable for the

11. What are the modes of extinguishing the partnership?

14. Will the partnership be subject to value-added tax?

15. What can the partnership do to lessen their payment of taxes?

17. To lessen capital expenses, James decided to contribute his

19. The business establishment that the partnership wants to establish

Yes. The partnership violated tradename/business name infringement. The

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