Chapter-3-4
Chapter-3-4
CHAPTER 3
1. Define corporation.
2. Identify the attributes of a corporation.
3. Identify and explain the advantages and disadvantages of a corporation.
4. Identify and describe the classes of corporations under the Corporation
Code of the Philippines.
5. Identify and describe the other classifications of corporations.
6. Outline the steps in the creation of a corporation.
2. INCORPORATION
STEPS IN THE
CREATION OF A 3. FORMAL ORGANIZATION AND
CORPORATION
COMMENCEMENT OF BUSINESS
OPERATIONS.
1. Right to be issued certificate of stock or other evidence of
share ownership and to transfer such shares.
2. Right to attend and vote in person or by proxy at shareholders'
meetings.
3. Right to elect and remove directors.
4. Right to adopt, amend or repeal the by-laws.
5. Right to purchase a portion of any new shares issued to
RIGHTS OF A maintain the same percentage of stock ownership. This right is
known as the pre-emptive right. However, this right is not
SHAREHOLDER absolute and may be denied.
6. Right to receive dividends when declared.
7. Right to inspect corporate books and records, and to receive
financial reports of the corporation's operations.
8. Right to participate in the distribution of corporate assets upon
dissolution.
COMPONENTS OF A CORPORATION
1. Corporators are those who compose a corporation whether as shareholders or members, at any
time. This term includes incorporators, shareholders or members (Sec. 5). Note: A corporation or a
partnership can be a corporator, but cannot be an incorporator. A partnership can be a corporator in
a corporation but a corporation cannot be a general partner in a partnership.
2. Incorporators are shareholders or members mentioned in the articles of incorporation as originally
forming and composing the corporation and are signatories to said articles of incorporation (Sec. 5).
They must be natural persons (i.e. human beings) as distinguished from artificial beings (e.g., a
corporation or a partnership). An incorporator will always retain his status as such though no longer
having an interest in the corporation.
3. Shareholders or stockholders are corporators in a stock corporation (Sec. 5). Shareholders may
be natural or juridical persons.
4. Members are corporators of a non-stock corporation (Sec. 5).
5. Subscribers are persons who have agreed to take and pay for original, unissued shares of a
corporation formed or to be formed. Note: All incorporators are subscribers but a subscriber need
not be an incorporator.
COMPONENTS OF A CORPORATION
6. Promoters are persons who bring about or cause to bring about the formation and organization of
a corporation.
7. Underwriters are usually investment bankers who have
a) agreed, alone or with others, to buy at stated terms an entire or a substantial part of an issue of securities; or
b) guaranteed the sale of an issue by agreement to buy from the issuing corporation any unsold portion at a
stated price; or
c) agreed to use his best efforts to market all or part of an issue; or
d) offered for sale shares he has purchased from a controlling stockholder.
8. Independent director is a person who apart from his fees and shareholdings is independent of
management and free from any business or other relationship which could, or could reasonably be
perceived to, materially interfere with his exercise of independent judgment in carrying out the
responsibilities of a director.
CLASSES OF SHARES IN GENERAL
1. Par value shares. One in which a specific amount is fixed in the articles of incorporation and
appearing on the certificate of stock. The par value is the minimum issue price of the shares. Section 6
of the Code states that preference (or preferred) shares of stock may be issued only as par value
shares.
2. No-par value shares. One without any value appearing on the face of the certificate of stock. A no-
par value share may have a stated value which may be fixed in the articles of incorporation or by the
board of directors or the shareholders. Thus, the issue price may vary from time to time as it is
usually fixed based on the book value of the corporation's shares.
3. However, the minimum stated value of a no-par value share is five pesos (P5.00) per share (Sec.
6). In addition, shares issued without par value are deemed fully paid.
Banks, trust companies, insurance companies, public utilities, and building and loan associations are not
permitted to issue no-par value shares of stock.
4. Voting shares.Those issued with the right to vote.
CLASSES OF SHARES IN GENERAL
6. Non-voting shares. Those issued without the right to vote.
7. Ordinary shares. These shares entitle the holder to an equal pro-rata division of
profits without any preference.
8. Preference shares. These shares entitle the holder to certain advantages or
benefits over the holders of ordinary shares.
9. Promotion shares. Those issued to promoters as compensation in promoting the
incorporation of a corporation, or for services rendered in launching or promoting
the welfare of the corporation.
10. Treasury shares. A stock that has been issued by the corporation as fully paid and
later reacquired but not retired.
11. Convertible shares. A stock which is convertible or changeable from one class to
another class.
At the time of incorporation, at least twenty-five (25%) percent of the
authorized capital stock (or share capital) as stated in the articles of
incorporation must be subscribed and at least twenty-five (25%) percent of
the total subscription must be paid upon subscription, the balance to be
payable on a date or dates fixed in the contract of subscription without need
of a call, or in the absence of a fixed date or dates, upon call for payment by
the Board of Directors. In no case shall the paid-in capital be less than five
thousand (P5,000) pesos (The Corporation Code of the Philippines, Sec. 13).
MINIMUM In practice, the SEC requires higher minimum capital requirements for
particular types of corporations.
SUBSCRIPTION These requirements are mandatory. The Securities and Exchange
AND PAID-IN Commission shall not accept the articles of incorporation of any stock
corporation unless accompanied by a sworn statement of the treasurer
CAPITAL elected by the subscribers showing that the minimum subscription and paid-
in capital requirements have been complied with. Observe that the New
Corporation Code used the term "total" subscription as the basis for the
application of the second 25%. It is not necessary that each and every
subscriber shall pay twenty-five percent of his subscription. It is enough that
25% of the total subscription is paid.
CORPORATIONS: SHARE CAPITAL, RETAINED
EARNINGS AND FINANCIAL REPORTING
CHAPTER 4
1. Identify the basic components of shareholders' equity.
2. Explain the characteristics of the basic types of shares.
3. Distinguish the terms related to share capital.
4. Differentiate par value from no-par value shares.
5. Record the share issuances for cash.
6. Illustrate the share subscription process including delinquency sale.
7. Define treasury stock.
CAPITAL received by the corporation for the issuance of its shares to the
shareholders including the excess of issue price over the stated
value (Section 6, par. 3, Corporation Code of the Phils.).
Corporations set the par value of their ordinary shares at nominal amounts such as P1 per share. The par
value is no indication of its market value; it merely indicates the amount per share to be entered in the
share capital account.
CONSIDERATIONS FOR ISSUANCE OF SHARES
Share capital may be issued in exchange for any of the following considerations:
If the no-par stock has a stated value, the excess proceeds over the stated value may
alternatively be credited to share premium.
Cash 125,000
Ordinary Shares 100,000
Share Premium 25,000
SUBSCRIPTION OF SHARES
The subscription contract is legally binding contract which provides for the number of shares
subscribed, the subscription price, the terms of payment and other conditions of the
transactions.
Illustration. Warranty Auto Shop, Inc. is a quality car care center located at St. Paul St., San
Antonio Village, Makati City. Assume that 5,000 shares of P10 par value ordinary shares of the
corporation were sold on subscription at P12 per share on Sept. 1, 2019 to Ashley Langga.
Subscription installments of P24,000 and P36,000 will be due on Sept. 16 an 30, respectively.
SUBSCRIPTION OF SHARES
Subscriptions Receivable 60,000
Subscribed Ordinary Shares 50,000
Share Premium 10,000
To record subscription above par.
Cash 24,000
Subscriptions Receivable 24,000
To record initial installment
Cash 36,000
Subscriptions Receivable 36,000
To record final installment
Loqueloque is the highest bidder. The 5,000 shares are deemed fully paid. Ashely Langga, the
original subscriber, get 700 shares and Loqueloque receives 4,300 shares.
Subscriptions Receivable 60,000 Receivable from Highest Bidder 5,000
Subscribed Original Shares 50,000 Cash 5,000
Share Premium 10,000 To record auction expenses
To record subscriptions above par.
Cash 3,750,000
ABOVE COST Treasury Stock 3,000,000
Share Premium-Treasury 750,000
17 Cash 89,600
Preference Shares 88,000
Share Premium – Preference 1,600
2)
Cash P293,600 (204,000 + 89,600)
1)
Cash (25,000 shs x P20) 500,000
Ordinary Shares (25,000 shs x P5) 125,000
Share Premium 375,000
2)
Cash 850,000
Ordinary Shares 850,000
OR
Cash 850,000
Ordinary Shares (25,000 shs x P10) 250 ,000
Share Premium 600,000
3)
Cash (35,000 shs x P25) 625,000
Ordinary Shares 625,000
2019
May 8 Subscription Receivable - Ordinary 420,000
Ordinary Shares Subscribed 420,000
received subscription to 14,000 shares @
8 Cash 273,000
Subscription Receivable - Ordinary 273,000
Received 65% of the subscriptions on May 8
on 14,000 shares (P420,000 x 0.65)
14 Cash 82,560
Subscriptions Receivable - Ordinary 82,560
Received 60% of the subscriptions on Sept.
14 on 4,300 shares (P137,600 x 0.60)
1)
Jan. 1: 100,000 shares issued and outstanding
Mar. 31: 100,000 shares issued, 90,000 shares outstanding
June 30: 100,000 shares issued, 94,000 shares outstanding
Sept. 30: 100,000 shares issued, 96,000 shares outstanding
2)
Mar. 28 Treasury Shares 150,000
Cash 150,000
Apr. 10 Cash 56,000
Retained Earnings 4,000
Treasury Stock 60,000
July 5 Cash 32,000
Treasury Stock 30,000
Share Premium – Treasury 2,000
3)
Companies buy their own shares of stock for employees stock option plans to support the stock
price, to increase earnings per share, and to make a hostile takeover more difficult.
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