THE NUMBERS GAME HOW MANY DO YOU NEED IN A PARTNERSHIP? 1. Minimum number of partners? 2 (Art 1767 CCP) 2.

Maximum number of partners? None. 3. Minimum capitalization of a partnership? None . But See Art. 1772 for documentation requirements. 4. Minimum term period of partnership- None 5. Maximum period of partnership? None. But partneship will be disolved by causes provided for by law. 6. Number needed to bind the partnership if there is no managing partnera. Any one (1) partner- If the decision is in relation to the normal course of the partnership business. b. UNANIMOUS- If the decision is not in relation to any activity which is the normal business activity of the partnership. Reason: A partnership was created by consent of the parties. Any decision which will modify the agreement of the parties must be ratified by all of the partners, as this will entail a novation of the original agreement. 7. Number needed in order to bind partnership if one partner has been designated as managing partner- The decision of the managing partner, only for acts of administration. The other partners are free to represent (as an agent) the partnership. 8. Number needed in order to bind the partnership if there are two or more managing partners- Any one of the managing partner, unless UNANIMITY is required by the articles of partnership. If unanimity is not required in the articles of partnership, in case of disagreement, the decision of the MAJORITY of the managing partners will prevail. In case of a tie, the matter will be decided by the partners representing the controlling interest (Art. 1801 CCP) 9. Number needed to make an alteration of the partnership property- All of the partners. (Art . 1803) 10. Number needed to admit new partner- All of the partners must concur. This is tantamount to a novation of the original agreement. 11. Notice to the partnership? Notice to any partner is sufficient. 12. Number needed to revoke the designation of a managing partner? If his appointment was made in the articles of partnership: The vote of all partners, including the managing partner whose power is being revoked. Reason: His appointment as managing partner forms part of the condition for him to give his consent to the partnership contract. -If the appointment was made after the partnership was formed the designation may be revoked by the simple vote of the partners representing the controlling interest. (see discussion in De Leon at Art. 1800 CCP )

HOW MANY DO YOU NEED? THE NUMBERS GAME IN A CORPORATION. 1. Minimum number of incorporators- 5 (Sec. 10 CC) 2. Maximum number of incorporators- 15 (Sec 10 CC) 3. Minimum number of stockholders in a stock corporation- 5 (can be inferred from Sec. 10 CC). 4. Maximum number of stockholders in a stock corporation or members of a non-stock corporation- No maximum. 5. Number of Directors who should be Philippine Residents- A majority. 6. Minimum number of shares of an Incorporator in a stock corporation- 1 (Sec. 10 CC) 7. Minimum number of shares of a Director in a stock corporation - 1 (Sec. 23 CC) 8. Quorum in order to elect Directors or Trustees- A majority (50% +1) of the outstanding stocks for a stock corporation or a majority of members in a non-stock corporation. (Sec. 24 CC) 9. Maximum period of corporate existence - 50 years (Subject to renewal) (Sec. 12 CC) 10. Amount of capital stock to be subscribed and paid for upon incorporation in a stock corporation- (25-25-5000 rule) at least 25% of the authorized capital stock must be subscribed on incorporation, of which at least 25% of the stocks subscribed must be paid up on incorporation . Provided that the paid-up capital should be at least P5000 (Sec. 13 CC). 11. Number needed to amend Articles of Incorporation- A vote of the majority of the directors to call for a referendum. Followed by a vote representing 2/3rds of the outstanding capital stock to ratify the proposal. In a non-stock corporation it shall be 2/3rd of all members (Sec. 16 CC) 12. Number of Votes of a stockholder- No. of Stocks x No. Directors = Number of Votes available for a particular stockholder. (Sec. 24 CC) 13. Number of candidates that a stockholder can vote for- A stockholder can spread his votes across as many candidates as there are positions available. For example if there are FIVE positions, he may spread his votes across FIVE CANDIDATES. However the stockholder is also allowed to concentrate his votes in ONE or MORE CANDIDATES, less than the actual number of positions available. If there are FIVE positions available, he may choose to concentrate his votes on ONE CANDIDATE or across SEVERAL candidates less than FIVE. This is known as CUMMULATIVE VOTING. This will allow him to concentrate his votes in order to favor a particular candidate or groups of candidates. (Sec. 24 CC) 14. Number needed to win a seat in the board- Simple plurality. 15. Number of votes in a non-stock corporation- It depends on what is contained in the by-laws or the Articles. Typically it would be each member would vote for as many positions are at stake in the election.

16. Number of Directors needed to create a quorum in meetings Majority of all Directors. (Unless a higher number is required in the Articles or the By-Laws) (Sec. 25 CC) 17. Number of Directors needed to ratify a corporate act- A majority of those present in the meeting , provided there is a quorum (Sec. 25 CC). -Comment: The number of directors needed to ratify a corporate act may actually be a minority of the directors. This is fine, as long as there is a quorum during the meeting. 18. Number of Directors needed to elect officers- Majority of directors (Sec. 25 CC) 19. Number needed to remove a director- Regular Election- Vote representing 2/3rds of the outstanding capital stock. Regular election is fixed (yearly), there is no need to call for an election. 20. Number needed to remove a director-Special Election- Call for special election/ special meeting/ referendum by the President or stockholders representing at least majority of the outstanding capital stock. Vote of stockholders representing 2/3rds of the outstanding capital stock or 2/3rd of the members of a non-stock corporation. (Sec 28 CC) 21. Number needed to fill a vacancy in the board- Vote of a majority of the remaining directors if they still constitute a quorum. In case there is no quorum a special election shall be called (Sec. 29) 22. Number needed to ratify a contract between a corporation and a director, trustee or officer Vote of a majority of the board, followed by the assent of stockholders representing 2/3rds of the outstanding capital stock in a special meeting/referendum (Sec. 32)* 23. Power to extend or shorten corporate term- Vote of a majority of the board, followed by the assent of stockholders representing 2/3rd of the outstanding capital stock in a special meeting/ referendum. (Sec. 37 CC) 24. Power to increase or decrease capital stock, incur, create or increase bonded indebtedness- Vote of a majority of the board, followed by the assent of stockholders representing 2/3rds of the outstanding capital stock. (Sec 38 CC). 25. Number needed to sell or dispose of all or substantially all of the assets or name and good will- Vote of a majority of the board, followed by the assent of stockholders representing 2/3rds of the outstanding capital stock . (Sec. 40 CC) 26. Number needed to invest corporate funds in another corporation- Vote of a majority of the board followed by the assent of stockholders representing 2/3rds of the outstanding capital stock (sec. 42 CC) * 27. Number needed to declare dividends- Cash or property dividends: A vote of the majority of all directors. Stock dividends: Vote of a majority of the Board , followed by the assent of stockholders representing 2/3rds of the outstanding capital stock (Sec 43 CC). 28. Number needed enter into a management contract- Majority of directors, ratified by a vote of a stockholders representing the majority of the outstanding capital stock or a majority of members in a non-stock corporation (Sec. 44 CC).