By the Legislature
Basis: police power of the state (Northern Ry Co. v. State of Washington, 300 U.S. 154) and the fact that corporations owe their existence to the state Manner: by amending or repealing the Corp. Code or any part thereof

By the SEC
Basis: Sec. 3, PD 902-A and Sec 5.1(a), RA8799.
The Commission shall have absolute jurisdiction, supervision and control over all corporations, partnerships or associations, who are the grantees of primary franchises and/or licenses or permits granted by the government, to operate in the Philippines;
Note: Under Sec. 5.2 of RA8799, SEC’s jurisdiction over all cases enumerated under Sec. 5, PD 902-A was transferred to the Regional Trial Court which has jurisdiction over the principal office of the corporation, partnership or association concerned.

According to the Interim Rules of Procedure for Intra-Corporate Controversies (A.M. No. 01-2-04-SC), which took effect on April 1, 2001, the Regional Trial Court has jurisdiction over cases involving the following:
1. Devices or schemes employed by, or any act of, the BOD, business associates,
officers or partners, amounting to fraud or misrepresentation which may be detrimental to the interest of the public and/or of the stockholders, partners or members of any corporation, partnership, or association;
2. Controversies arising out of intracorporate, partnership, or association relations, between and among stockholders, members or associates; and between, any or all of them and the corporation, partnership, or association of which they are stockholders, members or associates, respectively;

3. Controversies in the election or appointment of directors, trustees, officers, or managers of corporations, partnerships, or associations;

4. Derivative suits; and

5. Inspection of corporate books.

1. Extent of Liability—partners are personally liable for the debts of the partnership;
stockholders cannot be made to personally answer to corporate creditors

2. Creation—mere agreement of the parties, w/c can be composed of just 2 persons,
gives rise to the juridical personality of the partnership, whether or not registered w/
the SEC (Art. 1768, NCC); a corp., w/ a minimum of 5 incorporators, derives its juridical personality from the certificate issued by the SEC.

3. Management—In most cases, all the owners in a partnership actively participate
in management, w/ capacity to bind it by any usual contract (Art. 1818, NCC); in a
corp., management is centralized in the board of directors w/c has exclusive power
to bind the corp. (§23)

4. Nature of Relationship—partnership is based on mutual trust and confidence
(delectus personae) so that its existence is precarious because of the facility w/ which
it can be dissolved (i.e. through the death or unilateral act of a partner); a corp. has
more stability as it enjoys the right of succession and is not affected by the death
or insolvency of a stockholder; also, dissolution before a corp.’s term requires a 2/3rds vote of the stock (Secs. 118 and 119, Corp. Code), always subject to SEC
intervention

5. Powers—a corporation has only such powers as are expressly granted to it and
such as are necessary to the exercise of the powers so granted or for the accomplishment of its purpose(sec.2, 36 (11), and 45); In a partnership, as long as
the parties have agreed to it, the partnership can perform any act as long as it does not violate any law or right of others.

1) Separate juridical personality – personality separate and distinct from individual
stockholders and member

2) Limited liability to investors – stockholders are liable only to the extent of their contribution
General rule: Where a corporation buys all the shares of another corporation, this will
not operate to dissolve the other corporation and as the two corporations
still maintain their separate corporate entities, one will not answer for the debts
of the other. [Nell v Pacific Farms (15 SCRA 415), Nov. 23, 1965]
Exceptions:
o If there is an express assumption of liabilities;
o There is a consolidation or merger;
o If the purchase was in fraud of creditors;
o If the purchaser becomes a continuation of the seller;
o If there are unpaid subscriptions (stockholder is liable for the unpaid balance).

3) Free transferability of units of ownership – stockholders hold their shares as personal
property with rights to dispose, assign orencumber them as they may desire.

4) Centralized Management – all corporate powers are exercised by the board of directors