COURSE SYLLABUS
LAW ON BUSINESS ORGANIZATIONS
A. Course Catalogue Description
1. Course Title: Law on Business Organizations
2. Course Description: Single proprietorships, partnerships, corporations, licensing of foreign corporations
and cooperatives, and pertinent laws, rules and regulations administered by the Securities and Exchange
Commission, Department of Trade and Industry, Board of Investment, Bangko Sentral, and other government
agencies.
3. Semester Offered: 2nd Semester
4. Course Credit: 3 units
5. Number of Hours: 3 hours per week
6. Meeting Type: Asynchronous video lectures and other materials, synchronous online sessions
7. Course Goals:
It is not possible in a course of this kind to cover the innumerable issues of business organizations. At best, by the
time you have completed the course you will have a good understanding of some of the more important principles,
policies and statutory provisions that frame the law governing the organization of business activity; the reasons for
them; and the extent to which they differ in their application to various forms of association. It is the aim of this
course that students learn significant legislation and corresponding administrative issuances enough to appreciate
their application in real life business situations, approximated by a study of relevant jurisprudence.
At the conclusion of this subject, the students should be able to:
• Identify the forms of business organizations and learn their important features that distinguish them from
one another;
• Identify the various government agencies involved in the formation of business organizations;
• Acquire the skills to comply with the legal requirements of organizing and maintaining a partnership and a
corporation
• Understand the basic legal provisions governing partnerships and corporations;
• Appreciate the importance of the above legal knowledge in Accountancy in particular and business in general;
• Be able to use this knowledge in the solution of problems in Business Law in the CPA Board Exams as well as
in the private practice of Accountancy
B. Rationale
Legalities form a major part of the existence of a business organization – from even before creation, throughout its life, until
termination. It is therefore important that business people have at least a basic knowledge of the laws that are relevant to
business. More so for accounting professionals who should be able to understand and analyze business transactions, and
identify when there are significant legal issues and take steps to lessen or eliminate the exposure of their employer/s or
clients.
The Law on Business Organizations, which is the focus of this course, is one of the most important law subjects for business
people. It is a recognition of this importance that the subject is included in the coverage of the Certified Public Accountants
Board Examination. To many students of Accountancy, this is why they should learn the Law of Business Organizations – to
pass the said licensure examination.
C. Course Outline
1. Course Outcomes (CO)
Upon completion of the course, students must be able to:
CO 1. Identify the different types of business organizations and learn their basic characteristics that
differentiate them from one another;
CO 2. Identify the various government agencies involved in the formation of business organizations;
CO 3. Learn the formalities in the formation of the different business organizations;
CO 4. Have a clear understanding of the legal personalities of partnerships and corporations, their nature
and attributes;
CO 5. Be able to use this knowledge in the solution of problems in Business Law in the CPA Board Exams
2. Course Content
Course Topics Approximate
No. of Hours
I. Introduction to the Course 2
II. Overview and Formation of Business Organizations 7
III. The Law on Partnerships 12
IV. The Law on Corporations 21
Total 42
3. Course Coverage
Suggested
Suggested Assessment
Tentative Course Course Topic Essential or Key
Teaching and Learning Tools/
Week Outcome/s Questions
Activities Activities
1 CO 1 • Introduction to the • Why do we need to • Post to UVLe the link to • Quiz
CO 5 Course learn the law of YouTube video lecture; and/or
• Understand the business Recitation
content and organizations as
requirements of the accounting students?
course • What are the sources
• Forms of Business of laws relevant to
Organization business
organizations?
• What are the basic
forms of business
organizations and
how are they
different from one
another?
2 CO 1 • Formation and • What is the process of • Post to UVLe the link to • Assign
CO 2 Registration of registration of a Sole YouTube video lecture selected
CO 3 Business Proprietorship? • Read Section 4.4, DTI cases to
CO 5 Organizations • What is the Process of Department Order No. groups
• Importance of Registration of a 10-01, as amended by • Quiz
Registration Partnership? Department Order No. and/or
• Effects of Failure to • What is the Process of 10-03, Series of 2010 Recitation
Secure Registration Registration of a and Department Order
Corporation No. 10-08, Series of
2010
• Read the following,
taking note of the
application of the
relevant law/s in each
case:
- Excellent v. Win
3-4 CO 1 • Partnership – Nature • What are the • Post to UVLe the link to • Assign
CO 4 and Attributes essential elements of YouTube video lecture selected
CO 5 • Classes of a contract of • Read the following, cases to
Partnerships and Partnership? taking note of the groups
Partners • What are the types of application of the • Quiz
• Rights and Obligations partnerships? relevant law/s in each and/or
of Partners • What are the classes case: Recitation
• Relations and of partners? - Evangelista v. CIR
Dealings With Third • What are the - MacDonald v. The
Persons property rights of a National City Bank
• Dissolution partner? - Ortega v. CA
• What are the
liabilities of a partner
Suggested
Suggested Assessment
Tentative Course Course Topic Essential or Key
Teaching and Learning Tools/
Week Outcome/s Questions
Activities Activities
for partnership
contract?
• In what cases are
partners solidarily
liable with the
partnership to third
persons?
• Define Dissolution,
Winding Up, and
Termination.
• What are the grounds
for the dissolution of
a partnership?
5 CO 1 • Corporations – • Give the distinctions • Post to UVLe the link to • Assign
CO 4 Definitions and between, and YouTube video lecture; selected
CO 5 Classifications similarities of, a • Read the following, cases to
corporation and a taking note of the groups
partnership application of the • Forum
• What are the relevant law/s in each Discussion
advantages and case: • Quiz
disadvantages of a - Ransom v. NLRC and/or
business corporation? - POTC v. Sandiganbayan Recitation
• Identify the classes of - Citibank v. Chua
persons composing a - Narra v. Redmont
corporation
• What is the Control
Test and the
Grandfather Rule?
6 CO 3 • Incorporation and • What are the • Post to UVLe the link to • Assign
CO 4 Organization of requirements of an YouTube video lecture; selected
CO 5 Private Corporations “incorporator”? • Read the latest Foreign cases to
• Define “Articles of Negative List groups
Incorporation” • Read the Amended • Forum
• What are the Guidelines and Discussion
contents of, the Procedureson the Use of • Quiz
formal requirements Corporate and and/or
for, the prescribed Partnership Names Recitation
form for, the Articles • Read the following,
of Incorporation? taking note of the
• What is the application of the
capitalization relevant law/s in each
requirement of a case:
corporation? - Gala v. Ellice
- Cagayan v. Sandiko
7 CO 1 MIDTERMS
CO 2
CO 3
CO 4
CO 5
8 CO 1 • Board of • What are the • Post to UVLe the link to • Assign
CO 3 Directors/Trustees/ qualifications for YouTube video lecture; selected
CO 4 Officers directors and trustees • Read the following, cases to
CO 5 of stock and non- taking note of the groups
stock corporations? application of the
Suggested
Suggested Assessment
Tentative Course Course Topic Essential or Key
Teaching and Learning Tools/
Week Outcome/s Questions
Activities Activities
• How shall the relevant law/s in each • Quiz
directors/trustees case: and/or
exercise their powers - Sy v. Secretary Recitation
in order to bind the - Filipinas v. Go
corporation?
9 CO 1 • Powers of • What are the • Post to UVLe the link to • Assign
CO 3 Corporations classification of YouTube video lecture; selected
CO 4 corporate powers and • Read the following, cases to
CO 5 capacity? taking note of the groups
• Distinguish between application of the • Quiz
ultra vires act from relevant law/s in each and/or
illegal act. case: Recitation
• Compare the relative - Lanuza v. BF
powers of a - Robern v. People’s
corporation and a
private individual or
an ordinary
partnership.
10 CO 1 • By-laws • What are the • Post to UVLe the link to • Assign
CO 3 • Meetings elements of a valid YouTube video lecture; selected
CO 4 • Stocks and by-laws? • Read the following, cases to
CO 5 Stockholders • Distinguish articles of taking note of the groups
• Corporate Books and incorporation and by- application of the • Quiz
Records laws. relevant law/s in each and/or
• What are the case: Recitation
requisites for a valid - Gokongwei v. SEC
meeting of - CBC v. CA
stockholders?
• Distinguish between
proxy and voting trust
agreement
• What are the books
and records required
to be kept by
corporations?
• Define “reasonable
hours”
• What should the
annual financial
report of the
operations of a
corporation include?
11 CO 1 • Merger and • Distinguish between • Post to UVLe the link to • Assign
CO 3 Consolidation Merger and YouTube video lecture; selected
CO 4 • Appraisal Right Consolidation • Read the following, cases to
CO 5 • What is the meaning taking note of the groups
of “appraisal right” of application of the • Quiz
a stockholder? relevant law/s in each and/or
• What are the case: Recitation
instances when - CIR v. Pilipinas
appraisal right is - BC v. Radio
available to a
stockholder
12-13 CO 1 • Non-Stock • What is a non-stock • Post to UVLe the link to • Assign
CO 2 Corporations corporation? YouTube video lecture; selected
Suggested
Suggested Assessment
Tentative Course Course Topic Essential or Key
Teaching and Learning Tools/
Week Outcome/s Questions
Activities Activities
CO 3 • Close Corporations • What are the rules • Read SEC Memorandum cases to
CO 4 • Special Corporations applicable only to Circular No. 7, Series of groups
CO 5 • Dissolutions non-stock 2019 • Quiz
corporations • Read the following, and/or
• What is a close taking note of the Recitation
corporation? application of the
• What are the rules on relevant law/s in each
the right to transfer case:
shares in a close - Republic v. Sunlife
corporation? - Roman v. Land
• What is an
educational
corporation?
• What rules govern the
formation of an
educational
corporation?
• What is a religious
corporation?
• What are the rights
and powers of a
religious corporation?
• What is a One Person
Corporation (“OPC”)?
• What are the
characteristics of
OPC?
• Distinguish sole
proprietorship from
OPC.
• When may an
ordinary corporation
be converted to a
OPC and vice versa?
• Define dissolution and
liquidation
• What are the
methods for
dissolving a
corporation?
3rd Week CO 1 FINAL EXAMINATION
of June CO 2
2021 CO 3
(Specific CO 4
Date TBA) CO 5
4. Course Requirements
1. Exams
2. Quizzes
3. Class Participation in Forum Discussions and/or Synchronous Sessions
4. Group Work
D. References
1. The Law on Partnerships and Private Corporations by Hector S. De Leon and Hector M. De Leon, Jr.
2. Civil Code of the Philippines
3. Revised Corporation Code of the Philippines
4. Code of Commerce
5. DTI and SEC Administrative Issuances
6. Cases
a. Supreme Court of the Philippines website
b. The LawPhil Project, Arellano Law Foundation
c. Chan Robles Virtual Law Library
