K0026

Course Syllabus
SERIAL NUMBER: K0026

COURSE TITLE: Law on Business Organization

COURSE DESCRIPTION: This course is intended to give the students a broad knowledge of legal provisions governing business associations-limited liability company, partnership,
and corporation. Topics include nature of partnerships, elements and kinds of partnership, formalities required, rules of management, distribution of
profits, sharing of losses and liabilities, modes of dissolution limited partnership, nature and classes of corporations, requirements for incorporation,
powers of a corporation (expressed, implied and incidental), Board of Directors, classes of stock, powers and obligations of stockholders, majority and
minority controls, corporate reorganization (mergers, consolidations, and other business combinations), modes of dissolution, liquidation and statutory
books, records, and returns required for a corporation. Also discussed are the laws of association such as clubs.

COURSE LEARNING
OUTCOMES: After successful completion of this course, the student should be able to:

1. develop a wide understanding on the basic foundation and principles of the Philippine Corporation Law,
2. explain the characteristics of corporation law in different business media such as sole proprietorship, partnerships, business trusts, joint ventures
and cooperatives, and
3. apply some provisions of the Corporation Code into different situations in a typical corporation based and incorporated in the Philippines.

CREDIT: 3 units (3 hours lecture per week)

PRE-REQUISITE: OBLICON – Obligations and Contracts

CO-REQUISITE: BUSTRAT – Business Policy and Strategy; GOODGOV – Social Responsibility and Good Governance

REFERENCES:
1. Aquino, T. B. (2014). Philippine corporate law compendium. Manila: Rex Bookstore, Inc.
2. CBSI Editorial Staff. (2014). Philippine commercial law (Volume II). Quezon City: Central Bookstore Supply, Inc.
3. Villanueva, C.V. (2013). Philippine corporate law. Manila: Rex Bookstore, Inc.
4. Dumlao-Escalante, E. and Dimaampao, J. (2013). Pre-week reviewer in commercial law. Quezon City: Central Bookstore Supply, Inc.
5. Torres, J. (2000). The law on business organizations. Manila: Rex Bookstore, Inc.
6. De Leon, H. (1973). The law on partnerships and private corporations. Manila: Rex Bookstore, Inc.

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COURSE REQUIREMENTS:
1. Lecture Discussion/Recitation
2. Quizzes/Seat Works/Assignment
3. Group Work
4. Major Examination

GRADING SYSTEM: The following percentage distribution shall be followed:

Prelims 20%
Midterms 20%
Pre-finals 20%
Finals 40%
100%

The following are the recommended periodical grade components for this course:

Lecture:

Class Participation and Requirements 20%

Task Performance 50%
Periodical Examination 30%
100%

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Course Outline
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1 Identify the history 1 1-3 3 Course Overview 1-9 1-10 1-3 Discussion Describe the history of Students will be able
and rationale of Course Overview Philippine Corporation to:
the Philippine Introduction to Corporation Law Recitation Code 1. Describe the
Corporation Code Definitions and Attributes Philippine
2 Describe Group Activity Identify the attributes of a Corporation Code
corporations corporation 2. Explain the
3 Explain why attributes of a
corporation is an Determine the legal identity corporation
artificial being, a of corporations 3. Determine how the
creature of law, Philippine
with a right of Assess the pros and cons Constitution
succession of corporations regards corporation
4 Describe the as its creature
powers and the Review 4. List the advantages
limitations of the and disadvantages
Philippine of a corporation
Congress to create
a corporation
5 Identify the
advantages and
disadvantages of
corporation
6 Identify the four 2 4-6 3 Components of a Corporation 1-19 1-13 1-5 Discussion Describe the components Students will be able
components of a Components of a Corporation of a corporation to:
corporation Classifications of Shares Recitation 1. Explain the four
7 Differentiate Identify incorporators and components of a
incorporators from Class Activity corporators corporation
corporators 2. Compare and
8 Identify the Describe stock and non- contrast
difference between stock corporations incorporator and
stock and non- corporator
stock corporations List the classifications of 3. Differentiate stock
9 Describe the other stock from non-stock
components of a corporation
corporation, and Jeopardy! Game 4. Describe the
10 Enumerate the different
classifications of classifications of
shares shares

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11 Identify the 3 7-9 3 Incorporation of Private 1-6 1-8 1-2 Discussion Describe the requirements Students will be able
required number of Corporation for incorporators to:
incorporators in Number and Qualifications of Recitation 1. Determine the
forming a Incorporators Identify the number of required and
corporation Corporate Term Class Activity years that a corporation maximum number
12 Enumerate the Requirements for Capital Stock can exist of incorporators in
qualifications of forming a
corporations Explain the requirements corporation
13 Identify the of capital stock 2. Enumerate the
corporate term set qualifications of
by the Corporation Charades incorporators
Code 3. Identify the
14 Explain the maximum number
method on how to of years that a
extend the term of corporation can
a corporation exist
15 Describe the 4. Determine the
minimum capital minimum capital
stock required of stock required and
stock corporations the amount of
and amount of capital stock to be
capital stock to be subscribed for
subscribed and incorporation
paid for purposes
of incorporation
16 Identify the 4 10-12 3 Articles of Incorporation 1-8 1-10 1-2 Discussion Rationalize the importance Students will be able
contents of the Contents of Articles of Incorporation of Articles of Incorporation to:
Articles of Amendment of Articles of Recitation in commencement of 1. Explain the
Incorporation Incorporation corporation importance of the
17 List the steps on Commencement of Corporate Articles of
how to amend the Existence Describe the contents of Incorporation
Articles of De Facto Corporations the Articles of 2. Enumerate the
Incorporation Incorporation contents of the
18 Explain how a Articles of
corporate Explain how to amend the Incorporation
existence Articles of Incorporation 3. Describe how to
commences amend the Articles
19 Explain the Determine the importance of Incorporation
concept of de of certifying the Articles of 4. Justify the
factor corporation Incorporation importance of
20 Differentiate de certification of

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factor corporation Compare and contrast de Incorporation

from de jure jure and de facto 5. Identify the
corporation corporations difference between
de facto
corporation and de
jure corporation
5 13 1 PRELIMINARY EXAMINATION and Paper and pencil test At least a grade of 75% in Get at least a grade of
SUBMISSION OF ARTICLES OF the prelim exam and task 75% in the prelim
INCORPORATION Written report performance activity exam and task
performance activity
21 Describe by-laws 6 14-16 3 By-Laws 1-16 1-9 1-4 Discussion A score of at least 75% in Students will be able
22 Identify the Adoption of By-Laws the seatwork to:
functions of by- Contents of the By-Laws Recitation 1. Obtain a score of
laws Amendments of By-laws Define the by-laws at least 75% in the
23 Enumerate the Seatwork seatwork
requisites for the List the functions of by- 2. Explain the y-laws
validity of the by- Homework laws 3. Enumerate the
laws functions of by-
24 Explain how by- Identify the requisites for laws
laws can be the validity of by-laws 4. List the requisites
amended for the validity of
25 Identify the binding Describe how by-laws are by-laws
effects of amended 5. Identify how by-
amendments as to laws are amended
members and Explain the binding effects 6. Determine the
shareholders, as to to amendments binding effects of
corporate directors amendments
and its officers and Distinguish by-laws from 7. Characterize by-
as to third persons articles of incorporation laws from articles
26 Differentiate by- of incorporation
laws from articles
of incorporation
27 Explain the 7 17-19 3 Directors, Trustees and Officers 1-8 1-8 1-2 Discussion Identify the corporate Students will be able
corporate powers Part 1 powers of the Board of to:
exercised by the Recitation Directors 1. Enumerate the
The Board of Directors/ Trustees
board of directors corporate powers
Election of Board of Directors/ Quiz List the methods of voting of the Board
Enumerate the Trustees
28 directors or trustees 2. Identify the
methods of voting Corporate Officers and Quorum
board of directors methods of voting
or trustees Disqualifications of Directors/ Enumerate the limitations members of the
Trustees of stockholders in electing Board
Identify the

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29 limitations of the members of the board 3. Determine the

stockholders in limitations of
electing members Determine the corporate stockholders in
of board of officers electing members
directors or of the board
trustees Describe quorum 4. Characterize the
Identify who the corporate officers
30 corporate officers Identify the requisites in 5. Identify the concept
are removing directors of quorum
6. Enumerate the
31 Explain the
concept of quorum requisites in
removing directors
Name the
32
requisites for a
valid removal of
directors or
trustees
33 Explain the three- 8 20-22 3 Directors, Trustees and Officers 1-9 1-8 1-3 Discussion A score of at least 75% in Students will be able
fold duties of Part 2 the quiz to:
directors or Recitation 1. Obtain a score of
Liability of Directors, Trustees and
trustees Officers Determine the three-fold at least 75% in the
Explain a director’s Quiz duties of directors or quiz
34 Contracts Between Corporations trustees 2. Describe the three-
interlocking duties with Inter-Locking Duties
with other fold duties of the
companies
Disloyalty of a Director Describe a director’s organization
Executive Committee interlocking duties with 3. Characterize a
35 Describe the other companies director’s
concept of the interlocking duties
doctrine of Identify the doctrine of with other
corporate corporate opportunity companies
opportunity 4. Explain the
36 Provide the Determine the instances doctrine of
instances where when the doctrine of corporate
the doctrine of corporate opportunity is not opportunity
corporate applicable 5. Characterize
opportunity is not instances where
applicable Identify the functions and the doctrine of
37 Explain the powers of the executive corporate
functions and committee opportunity is not
powers of the applicable
executive 6. Enumerate the

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committee functions and

38 Identify the powers of the
limitations on the executive
powers of the committee
executive
committee
39 Enumerate the 9 23-25 3 Meetings 1-16 1-10 1-4 Discussion A score of at least 75% in Students will be able
kinds of corporate the seatwork to:
Kinds of Corporate Meetings
meetings Recitation 1. Obtain a score of at
Requisites for a Valid Board Determine the kinds of least 75% in the
40 Identify the Meeting Seatwork corporate meetings seatwork
persons who are Manner of Voting
authorized to call a 2. Identify the kinds of
meeting Rule on Teleconferencing or Video- Enumerate the persons corporate meetings
Conferencing who are authorized to call 3. Enumerate the
43 Explain the
Proxy a meeting persons who are
requirements to authorized to call a
have a valid board Describe the requirements meeting
meeting in having a valid board 4. List the
Identify the meeting requirements to
44
manner on how a have a valid board
stockholder or Determine the methods of meeting
member may vote voting for a stockholder or 5. Describe the
in a meeting member methods on how a
45 Describe the rule stockholder or
on Explain the rule on member may vote
teleconferencing or teleconferencing or in a meeting
video conferencing videoconferencing 6. Identify the rule on
Identify the teleconferencing or
46 advantages and Identify the purpose of videoconferencing
disadvantages of proxies 7. Rationalize the
teleconferencing or purpose of proxies
video conferencing List the requirements to 8. Identify the
have a valid proxy requirements to
Describe the
47 having a valid
purpose of proxies
Identify the kinds of proxy proxy
Enumerate the 9. Enumerate the
requirements to Determine the people who kinds of proxy
have a valid proxy can be a proxy 10. Characterize the
48 Name the kinds of person who can be
proxy a proxy
49 Identify the

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persons who may

be assigned as a
proxy

50 Justify and present Task Performance 1-2 Case Analysis At least a grade of 75% in Get at least a grade of
ideas on the the task performance 75% in the task
requirements of a performance
corporation in a
given situation
10 26 1 MIDTERM EXAMINATION Paper and pencil test At least a grade of 75% in Get at least a grade of
the midterm exam. 75% in the midterm
exam.
51 Identify the kinds 11- 27-32 6 Powers of Corporations 1-41 1-17 1-11 Discussion Enumerate the kinds of Students will be able
of powers 12 powers possessed by a to:
Introduction
possessed by a Recitation corporation 1. List the kinds of
corporation Powers of Corporations powers of a
52 Differentiate Identify express from corporation
express from implied powers 2. Characterize
implied powers express and implied
53 Enumerate the Explain the general powers powers
general powers of of a corporation 3. Describe the
a corporation general powers of a
54 Explain the Describe the specific corporation
specific powers of powers of a corporation 4. Enumerate the
a corporation. specific powers of a
corporation
55 Describe the 13 33-34 3 Stocks and Stockholders 1-15 1-10 1-4 Discussion Identify subscription Students will be able
concept of Subscription Contract contracts to:
subscription Recitation 1. Obtain a score of at
contract Pre-Incorporation Subscription Determine how a least 75% in the quiz
56 Explain how a Consideration of Stocks Quiz contractual contract 2. Explain subscription
subscription Rights of Unpaid Shares becomes a consensual contracts
contract becomes contract 3. Describe how a
a consensual contractual contract
contract Enumerate the kinds of becomes a
57 Enumerate the subscription contract consensual contract
kinds of 4. List the kinds of
subscription Describe the pre- subscription contract
contract incorporation subscription 5. Characterize the
58 Explain the pre-incorporation

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concept of pre- Identify stock options subscription

incorporation 6. Differentiate
subscription Characterize underwriting underwriting
59 Describe stock agreement and stock agreement and
options subscription stock subscription
60 Identify the 7. Identify the different
difference between List the different considerations of
underwriting considerations of stocks stocks
agreement and 8. Determine the
stock subscription Describe the rights of rights of unpaid
agreement unpaid shares shares
61 Enumerate the
different
considerations of
stocks
62 Explain the rights
of unpaid shares
63 Justify and present Task Performance 1-2 Case Analysis At least a grade of 75% in Get at least a grade of
ideas on the task performance 75% in the task
corporations and performance
stocks in a given
situation
14 35 1 PRE-FINAL EXAMINATION Paper and pencil test At least a grade of 75% in Get at least a grade of
the pre-final exam. 75% in the pre-final
exam.
64 Explain the 15 36-38 3 Merger and Consolidation 1-32 1-14 1-8 Discussion Describe combinations Students will be able
concept of to:
Merger and Consolidation
combination in the Recitation Characterize merger and 1. Obtain a score of at
context of merger Procedure for Mergers and consolidation least 75% in the quiz
and consolidation Consolidations Quiz 2. Describe corporate
65 Describe merger Stock Buyout and De Facto List the common forms of combinations
and consolidation Mergers corporate combinations 3. Enumerate the
66 Enumerate the Effects of Merger and Consolidation common forms of
common forms of The Appraisal Right Determine the procedure corporate
corporate for merger and combinations
Spin-Offs and Effects of Transfers
combinations consolidation according to 4. Identify the
on Employees
67 Identify the the corporation code procedure for
procedure for merger and
merger and Describe how mergers and consolidation
consolidation consolidations are effected 5. Describe the non-
according to the assumption of

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Corporation Code Identify the principle of liabilities in mergers

68 Explain how the non-assumption of and consolidations
non-assumption of liabilities in mergers and 6. Describe de facto
liabilities works in consolidation mergers
merger and 7. List the three types
consolidation Explain de facto mergers of acquisition
69 Define de facto 8. Determine the
merger Enumerate the three types effects of merger
70 Identify the three of acquisition and consolidation
types of acquisition 9. Explain how
71 Explain the effects Identify the effects of appraisal right works
of merger and merger and consolidation
consolidation
72 Describe how Determine how appraisal
appraisal right right works
works
73 Define non-stock 16 39-41 3 Non-stock, Close, Special and 1-15 1-9 1-4 Discussion Describe non-stock Students will be able
corporation Religious Corporations corporation to:
74 Identify the Recitation 1. Obtain a score of at
Non-stock Corporation
difference between Differentiate between stock least 75% in the
stock corporation Close Corporation Quiz and non-stock corporation quiz
and non-stock Special and Religious Corporations 2. Explain non-stock
corporation Enumerate the rules corporations
75 Identify the rules applicable only to non- 3. Characterize stock
applicable only to stock corporations and non-stock
non-stock corporation
corporations Describe close 4. List the rules
76 Explain the corporations applicable only to
concept of close non-stock
corporations Determine the corporations
77 Identify the characteristics of close 5. Identify close
characteristics of corporations corporations
close corporations 6. Describe special
78 Define special and Identify special and and religious
religious religious corporations corporations
corporations
79 Describe 17 42-43 2 Dissolution 1-14 1-9 1-4 Discussion Explain dissolution Students will be able
dissolution Corporate Dissolution to:
80 Enumerate the Recitation Determine the effects of 1. Obtain a score of at
effects of Methods of Dissolution dissolution least 75% in the quiz
dissolution Requirements of Dissolution Quiz 2. Characterize

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81 Identify the Describe the process in dissolution

processes in voluntary dissolution 3. Identify the effects
voluntary of dissolution
dissolution Determine the ways that a 4. Explain the process
82 Enumerate the corporation can dissolve in voluntary
ways that a involuntarily dissolution
corporation can be 5. Identify the ways
involuntarily Describe liquidation and that a corporation
dissolved the methods of liquidation can dissolve
83 Explain liquidation business
and the three List the SEC requirements involuntarily
methods of in dissolution 6. Characterize
liquidation liquidation and the
84 Identify SEC Determine the government methods of
requirements in agencies affected by liquidation
dissolution corporate dissolution 7. List the SEC
85 Enumerate the requirements in
government dissolution
agencies affected 8. Determine the
by the government
corporation’s agencies affected by
dissolution dissolution
86 Justify and present 44 1 Task Performance 1-2 Case Analysis At least a grade of 75% in Get at least a grade of
ideas on corporate the task performance 75% in the task
merger and performance
consolidation in a
given situation
18 45 1 FINAL EXAMINATION Paper and pencil test At least a grade of 75% in Get at least a grade of
the final exam. 75% in the final exam.

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