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Sociedades Anonima VS Cuentas en Participacion

Sociedades Anónimas were commercial partnerships introduced in 1888 that granted limited liability and centralized management to a juridical entity. They were more similar to English joint stock companies than modern corporations. Philippine law recognizes the difference between Sociedades Anónimas and corporations, and legal provisions for corporations do not apply to Sociedades Anónimas. Cuentas En Participacion were accidental partnerships known only to participating partners, without a shared agreement or corporate name, governed under the Code of Commerce. Those contracting with the ostensible manager have recourse only against the manager, not other partners, while partners cannot take action against third parties contracted by the manager.

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828 views1 page

Sociedades Anonima VS Cuentas en Participacion

Sociedades Anónimas were commercial partnerships introduced in 1888 that granted limited liability and centralized management to a juridical entity. They were more similar to English joint stock companies than modern corporations. Philippine law recognizes the difference between Sociedades Anónimas and corporations, and legal provisions for corporations do not apply to Sociedades Anónimas. Cuentas En Participacion were accidental partnerships known only to participating partners, without a shared agreement or corporate name, governed under the Code of Commerce. Those contracting with the ostensible manager have recourse only against the manager, not other partners, while partners cannot take action against third parties contracted by the manager.

Uploaded by

RAY RAMIREZ
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd

(f) Sociedades Anónimas

A sociedad anónima was considered a commercial partnership, a sort of a corporation, “where upon the
execution of the public instrument in which its articles of agreement appear, and the contribution of funds
and personal property, becomes a juridical person—an artificial being, invisible, intangible, and existing only
in contemplation of law—with power to hold, buy, and sell property, and to sue and be sued—a
corporation—not a general copartnership nor a limited copartnership . . . The inscribing of its articles of
agreement in the commercial register was not necessary to make it a juridical person—a corporation. Such
inscription only operated to show that it partook of the form of a commercial corporation.” xMead v.
McCullough, 21 Phil. 95,106 (1911).
The sociedades anónimas were introduced in Philippine jurisdiction on 1 December 1888 with the extension
to Philippine territorial application of Articles 151 to 159 of the Spanish Code of Commerce. Those articles
contained the features of limited liability and centralized management granted to a juridical entity. But they
were more similar to the English joint stock companies than the modern commercial corporations. xBenguet
Consolidated Mining Co. v. Pineda, 98 Phil. 711 (1956)
Our Corporation Law recognizes the difference between sociedades anónimas and corporations and will not
apply legal provisions pertaining to the latter to the former xPhil. Product Co. v. Primateria Societe
Anonyme, 15 SCRA 301 (1965).
(g) Cuentas En Participacion
A cuentas en participacion as a sort of an accidental partnership constituted in such a manner that its
existence was only known to those who had an interest in the same, there being no mutual agreement
between the partners, and without a corporate name indicating to the public in some way that there were
other people besides the one who ostensibly managed and conducted the business, governed under article
239 of the Code of Commerce.
Those who contract with the person under whose name the business of such partnership of cuentas en
participacion is conducted, shall have only a right of action against such person and not against the other
persons interested, and the latter, on the other hand, shall have no right of action against third person who
contracted with the manager unless such manager formally transfers his right to them. xBourns v.
Carman, 7 Phil. 117 (1906).

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