Finals Reviewer

one (1) year and until their successors

Art. 1843 – definition of limited
partnership.
“A limited partnership is one
formed by two or more persons under
the provisions of the following article,
having as members one or more
general partners and one or more
limited partners. The limited partner
shall not be bound by the obligations
of the partnership”
Art. 1844 – requisites for formulation
of a limited partnership
S 3) Power to deny pre-emptive right
1. NCLNT
2. AATS
3. 5 RIGHTS
4. FILE
Trust Fund Doctrine
the capital stock, property and
other assets of a corporation are
regarded as equity in trust for the
payment of the corporate creditors.
are elected and qualified. (Sec 23)
Theory of General Capacity
a corporation is said to hold such
powers as are not prohibited/withheld
from it by general law
Specific Powers:
1) Power to extend or shorten
corporate term
2) Power to increase or decrease
capital stock; incur, create or
increase bonded indebtedness
4) Sale or other disposition of
assets
5) Power to acquire own shares
6) Power to invest corporate funds
in another corporation or
business or for any other
purpose
7) Power to declare dividends
8) Power to enter into management
contract

Doctrine of Centralized Management

the corporate powers of all
corporations shall be exercised, all
business conducted and all property of
such corporations controlled and held
by the board of directors or trustees to
be elected from among the holders of
stocks, or where there is no stock, from
among the members of the
corporations, who shall hold office for
 Finals Reviewer
*NO judge shall authorize the executor
or judicial administrator to deliver a
distributive share to any party
interested in the estate UNLESS
certified by Commissioner

Register of Deeds – shall not register

in the Registry of Property any
document transferring real property or
real rights therein or any chattel
mortgage, by way of gifts inter vivos
or mortis causa, legacy or inheritance
unless certified by Commissioner.
*notify CRRRT

Any lawyer, notary public or

government officer – shall furnish
copies of documents and information
which may facilitate the collection of
estate tax if in case of intervention in
preparation or acknowledgement
regarding disposal.
*send copy to CRRR

Debtor – shall not pay his debts to the

heirs, legatee, executor or
administrator of his creditor unless
certified by Commissioner but
payment is allowable if credit is
inventoried of the deceased estate.

Person – shall not transfer to any new

owner in the books of corporation,
sociedad anonima, partnership,

Tax 2
business or industry organized by way
of gifts inter vivos or mortis causa,
legacy or inheritance unless certified
by Commissioner.
 Finals Reviewer
Bank – shall not allow any withdrawal
from said deposit account unless
certified by Commissioner. If
certification is absent, withdrawal of
an amount not exceeding 20,000 by
administrator of the estate, is allowed.
*withdrawal slips must be
present at all times

1. Gift – intentional transfer of

property from the transferor out
of generosity.
2. Donation – act of liberality
whereby a person disposes
gratuitously of a thing or right in
favor of another, who accepts it.
(PROPERTY ONLY!)
3. Inter vivos – made between
living persons and which is
perfected from the moment the
donor knows of the acceptance
of the done. (DONOR’S TAX,
FRUITS = DONEE)
4. Mortis causa – donations taking
effect upon the death of the
donor and partake of the nature
of testamentary provisions.

inter vivos vs mortis causa