Professional Documents
Culture Documents
Attributes of a Corporation:
PRIMARY
SECONDARY
individuals who
compose the
corporation and is
essential to a
corporation de jure.
3. it cannot be sold or
transferred because it is
inseparable from the
corporation itself.
vest in the
corporation
3. It may be sold or
transferred; sue or
be sued; subject to
sale on execution,
subject to levy
provided such sale
is decreed or
ordered in judgment
and is effective only
when sale is
Important Doctrines:
1. Doctrine of the Piercing the Veil of the Corporate
Fiction - When a corporations are organized in a
manner which is detrimental to the society such as for
the protection of fraud, for tax evasion, such corporate
entity will be disregarded and will be considered as a
mere association of persons and all members thereof
will be personally liable.
2. Doctrine of Business Opportunity- (Sec. 34)- This
principle reiterates that no director of a corporation
shall place his personal interest over and above the
interest of the corporation. Thus a director is given a
business opportunity which the corporation can
financially take advantage of considering the director
is expected to turn over such business opportunity to
the corporation.
3. Trust Fund Theory (Sec. 65)- A subscriber or
stockholder shall be considered a trustee for his
unpaid subscription by the corporation and the
corporate creditors until such unpaid balance of the
said subscription is fully paid.
Classes of Corporation:
Stock Corporation - Private
corporations with capital stock divided
into shares and are authorized to
distribute to holders of such shares,
dividends or allotments of the surplus
profits on the basis of the shares held.
Non- Stock Corporation- Those which
are organized for profit and do not
issue shares of stocks.
Kinds of Corporation:
1. Public Corporation- those formed or
organized for the government of a portion of a
State.
2. Quasi Public corporation-Those which
accepted from the State the grant of franchise
or contract involving the performance of
public duties but which are organized for
profit.
3. Private Corporation- those formed for some
private purpose, benefit, aim or end.
4. Domestic Corporation- one incorporated
under the laws of the Philippines.
5. Foreign Corporation-one formed or organized
or existing under the laws other than the Phils.
11.Ecclesiastical Corporation-one
organized for religious purpose.
12. Lay Corporation- One organized for
a purpose other than for religion.
13. Close Corporation- A corporation
limited to selected persons or
members of a family (Secs. 96-105)
14. Open Corporation- Corporation
that is open to everybody who
wishes to become a stockholder.
15. Multi-national Corporation- A
corporation organized in one state
but operates in several countries.
Functions of a Promoter:
Discussions:
In the absence of any provisions in the bylaws, directors are not entitled for any
compensation except for reasonable per
diems. Thus, they are entitled of
compensation if (a) provided in the by laws
and (b) by a vote of the stockholders
representing majority of the outstanding
capital stock. Significantly, if directors are
allowed to claim compensation, their
yearly compensation shall not exceed 10%
of the net income of the corporation before
income tax of the preceding year (Sec.
30).
AS TO PERIOD:
Maximum life of a corporation is fifty years (50)
years, unless sooner dissolved or unless said
period is extended for periods not exceeding a
total of another 50 years. Extension of the
term of the corporation must be made within 5
years prior to its expiration. Extension of
corporate existence must precede amendment
of its Articles of Incorporation, which is duly
approved by the SEC. The rule of Power of
Succession or Perpetual Existence applies.
This means that the corporation enjoys
continuity of corporate existence for the entire
duration of his life, uninterrupted and
unaffected by internal changes which may
occur in the corporation such as death,
insolvency or insanity of the directors or
stockholders.
Notes :
The following cannot issue no par value
shares:
Banks, trust companies, insurance companies
and building and loan associations.
Examples:
Name of corporation closely resembles that of a
pre-existing corporation that will tend to deceive
the public;
The incorporator or a certain number of them
are not residents of the Phils.;
The acknowledgment of the articles of
incorporation or certificate of incorporation is
insufficient or defective in form or it was
acknowledged before the wrong officer.
Name of corporation closely resembles that of a
pre-existing corporation that will tend to deceive
the public;
The incorporator or a certain number of them
are not residents of the Phils.;
The acknowledgment of the articles of
incorporation or certificate of incorporation is
insufficient or defective in form or it was
acknowledged before the wrong officer.
Note:
The requirement regarding stock ownership
applies to incorporating directors.
Under special laws, citizenship may be
required. For instances, in case of bank and
banking institutions and common carriers,
2/3 of the directors must be citizens of the
Philippines; and in case of rural banks,
every member of the board must be a
citizen of the Philippines.
No person convicted by final judgment of an
offense punishment for a period exceeding
six (6) years, or a violation of the Code,
committed within five (5) years prior to the
date of his election of appointment
Note:
In no case shall the total yearly
compensation of directors, as such
directors, exceed 10% of the net income
before income tax of the corporation during
the preceding year. (Ibid.)
CORPORATE POWERS:
Implied Powers
1. Acts in the usual course of business borrowing
money, making ordinary contracts, executing
promissory notes etc, necessary under ordinary;
2. Acts to protect debts owning to the corporation
A corporation has the right to protect its right as a
creditor. Thus, it may purchase property or even
run a business temporarily to collect a debt;
3. Acts which involve embarking in a different
business but only those which can be legally
combined.
4. Acts which are in part or wholly to protect or aid
employees. This include such acts as building
houses, place of amusement, hospital, etc. for
employees
5. Acts to increase business This includes acts of
advertising its business, promoting goodwill,
public relations and the like
Examples:
Powers inherent in a corporation and
can exist independently of express
powers:
1.Power of succession
2. Power to sue and be sued;
3. To have a corporate name;
4. To own, hold or convey properties
5. To make by laws;
6. To contract
7. To have common seal
APPRAISAL RIGHT
It is the right of the stockholder to
dissent against certain corporate
actions and to demand payment of
the fair value of his shares.
PRE-EMPTIVE RIGHT
Unless denied by the articles of
incorporation, a stockholders preemptive right is the stockholders
privilege to subscribe to all issues or
disposition of shares of any class in
proportion to his shareholdings,
before sold to non-stockholders.
CLOSE CORPORATIONS
Define a closes corporation.
A close corporation has been defined as
a corporation in which the stock is held
in a few hands, or in few families, and
which stock is not only rarely dealt in
buying or selling.
Within the meaning of the Code, it is one
whose articles of incorporation provide
the following:
All its issued stock, exclusive of treasury
shares, shall be held of record by not
more than a specific number of persons,
not exceeding 20;
DISSOLUTION
Define dissolution as applied to a
corporation.
Dissolution signifies the
extinguishments of its franchise to be
corporation and the termination of its
corporate existence.
They are:
The termination of the corporate
existence at least as far as the right
distribution to go on doing ordinary
business is connected; and
The winding up of its affairs, the
payment of its debts, and the
distribution of its assets among the
stockholders or members and other
persons in interest.