Sole Proprietorship, Partnership or Corporation?

To determine the right legal form for your business, you have to know the following:
  • Single Proprietorship (one person only)
    • Simplest form of business organization. The establishment, management and operations of the business is not governed by a special law unlike corporations.
    • Has unlimited liability in the sense that creditors may proceed not only against his business assets and property but also after his own personal assets and properties. In short, there's no distinction between his personal affairs and his business transactions.
    • Required to register with DTI (Department of Trade & Industry)
    • Usual tax liabilities:
      1. Individual Income Tax 
      2. VAT if VAT registered (Gross sales is P1,919,500 or more) 
      3. Percentage tax if non-VAT (3% of gross sales)
      4. Withholding tax if any

  •  Partnership (2 or more persons)
    • Unlike single proprietorship, a partnership has a judicial personality separate and distinct that from each of the partners. 
    •  However, as a general rule, the liability of the partners is also unlimited except for limited partnerships where the law allows the limitation of the liability of certain partners to the extent of their capital contribution.
    • Can be dissolved anytime as long as there is no breach of contract or prejudicial to third parties. Remaining partners can form a new partnership with less or more partners.
    • Governed by the Civil Code of the Philippines Art. 1767-1867
    • Required to register with SEC (Securities & Exchange Commission)
    • Usual tax liabilities: 
      1. Individual Income Tax (Partners not the Partnership)

  • Corporation (5 to 15. Not more than 15)
    • Like partnership, a corporation has a judicial personality separate and distinct that from the owners. It is an artificial being created having the right of succession and the powers, attributes and properties authorized by law or incident to its existence.
    • Liability to third parties is limited only to the extent of the stockholder's capital contribution.
    • Governed by the Corporation Code of the Philippines
    • A lot of requirements such as by-laws, affidavit for the paid-up capital etc.
    • Usual tax liabilities:
      1. Corporate Tax (30%)
      2. Withholding Tax
      3. VAT or Percentage Tax
      4. Capital Gains Tax if any

Another type is cooperative. It has many requirements like corporation and the primary objective of a cooperative is to help improve the quality of life of it's members (RA 9520).

So what legal form of business will you register?

Sources: Corporation Code, Civil Code, Chan Robles

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