LAW OF CORPORATION RA

ATTRIBUTES
1
2
3
4

Juridical personality, separate and distinct from person composing it **NOTE: Doctrine of ________

ILLUSTRATION

ILLUSTRATION

ABC Corporation and XYZ Corporation entered into a contract of sale, represented by
their respective presidents who signed the contract in behalf of the corporations. For
some reason, ABC Corporation sent a letter to XYZ Corporation cancelling the said
contract without valid ground. XYZ then sued ABC and its President (in his personal
capacity) for breach of contract. Can the President of ABC Corporation be held
personally liable?

NO YES

PIERCING THE VEIL OF CORPORATE ENTITY

The applicability of corporate theory entity is confined to ____________

When the notion of legal entity is used to defeat ___________, justify __________, protect __________, defend
the law will regard as a mere associatioins of persons

In case of two corporations, merge them into ______________

when the corp is a mere ______ and serves no _____________ and is intended only as ________ or an _______

3 TEST TO KNOW IF CORPORATION IS BUSINESS CONDUIT

1
2
3

Formal requirement of the state's consent through compliance with the requirements imposed by law is necessary

Commencement of corporate existence: _ GR: _______________________ **NOTE: Except ___________, ____

Death, incapacity or civil interdiction of one or more of stockholder does not result to dissolution
It can exercise only such powers and can hold only such properties granted to it by the enabling statues unlike any natural

THREE CLASSIFICATION OF POWER

1 Expressly authorized by the corporation code and other laws
2 Those that can be inferred from or necessary for the exercise of express powers
3 Those that are incidental to the existence of the corporation

EXPRESS POWERS
Sued and be sued in its corporate name
Succession by corporate name for period stated in AOI
To adopt and use a corporate seal
To amend its articles of incorporation not in accordance with provision of this cose
To adopt by-laws contrary to law, morals or public policy
To amend or repeal by laws in accordance with this code
In case of non-stock corp - to issue or sell stocks to subcribers and to sell stocks to subscribers
In stock corp - to admit member
To purchase, receive, take or grand, hold convey, sell, lease, pledge, mortgage and deal with such real and perso
To enter merger or consolidation
To form partnership and joint venture
To form partnership for exercise of profession
To make reasonable donations including those for the public welfare or for hospital, charitable, cultural, scientifi
Domestic corporation - to give donatioins in aid of any political party or candidate or for purposes of partisan po
Foreign corporation - to give donatioins in aid of any political party or candidate or for purposes of partisan pol
To establish pension, retirement and other plans for the benefit of its directors, trustees, officers and employee

__________________are those which cannot be executed or performred by corporation because they are not within its ex

1 Always illegal NO

2 All illegal acts are Ultra Vires Act

TRUE FALSE

3 If it is not illegal, Can it be ratified?

YES NO

4 If it is illegal, can it be ratified?

YES NO

AUTHORITY TO DISTRIBUTE SURPLUS PROFITS

________ Corporations which have capital stock divided into shares and are authorized to distribute to the holders of such

________ Corporations which are not authorized to distribute surplus profits.

UNDER WHAT LAW IT WAS CREATED

________ Are those organized or created under or by virtue of the Philippine laws, either by legislative act or under the pr

________ Are those organized or existing under any laws other than those of the Philippines
WHERE THE PUBLIC CAN OWN SHARES

Limited number of persons, no public investors, shareholders are active in the conduct of the corporate affairs

Formed to openly accept outside stockholder

For spiritual purposes/ for administering properties held for religious ones.
Organized other than religion

Created for charitable and benevolent purposes

Created for the benefit, pecuniary or otherwise of its members

Compliance w/ Separate and Questioning the

requirements for distinct personality personality of the
valid incorporation from stockholders corporation

Direct Collateral
De Jure ________________ YES NO
De Facto ________________ YES NO
Corp by estoppel ________________ YES NO

REQUISITES FOR DE FACTO

1 Valid Invalid
2 Bad Faith Good Faith
3 Use of ___________

ORGANIZATION AND INCORPORATION

________ Who bring together persons interested in the business venture

Before formation, he will be held________ liable on contracts made by him for the benefit of corporation he intends to or
After formation His personal liability continues even after the formation of corporation unless there is __________ o

CONTENTC OF ARTICLES OF INCORPORATION

I. **NOTE: Name is not similar or confusingly similar to any other name already _________

ii **NOTE: When there are two purpose, AOI shall state which is the ________ and which is

iii **NOTE: Must be within the ___________ Must specify the ___________ and _________
iv **NOTE: GR: ______________ Except: __________ vote of its _________
**NOTE: Corp with definite term, any extension can be made no earlier than_________ t
**NOTE: Revival of term: Upon ________ of _______ the corporation shall be deemed re

v **NOTE: _________ Apply to all who compose corporation at any given time
________ those mentioned in the AOI as originally forming corp and signatorie

**NOTE: _________ may be consideres as a corporator as long as he continues to be stoc

Qualifications of Incorporators

1 Must be __________, _______________, __________________, __________________

2 ________ Age
3 Must own or subscribe to at least________ share

vi The number of Directors shall not be less than _______ nor more than ______
Trustees which may exceed to __________

vii _________,________, ________ of persons who shall act as directors or trustee until the first regular directors

INDEPENDENT DIRECTORS - CORP WITH PUBLIC INTEREST

i
Constitute of _______________ of such board ii

________________ a person who apart

viii If it stock corp the amount of its _________________________, the number of______ which it is divided, the _
The _____________, __________________, _______________ of original subscriber and the amount ________
Statement that some or all of the shares are ________________ if applicable

Increase in Authorized Capital Stock

At least __________ of the authorized capital stock must be subscribed and that ____________ of th

________ Maximum amount fixed in articles to be subscribed and paid in or secured to be paid by subscribers
Maximum shares corporation can issue
Total number of shares and total value for wihich contracts for acquisition or subscription
actual amount which actually contributed or paid corp

CONSIDERATION FOR STOCKS

Stocks cannot be issued for a consideration ________ the par or issue price
 _________________ or _______________ cannot be considered valid consideration for stocks

ix non-stock corp amount of its ___________

________,_________,________ of dontributord and the amount contributed by each

RETRICTIONS AND PREFERENCES

Must be indicated in the _______ and _____________ **NOTE: Failure would not bind the purchaser

Close corp, must not only appear in AOI and stock cert bu also in _________ **NOTE: Failure would n

AMENDMENT OF ARTICLES OF INCORPORATION

1 ________ approval of the members of the _________

2 Written assent of stockholders representing the ______________________
3 Approval of the ____________ **NOTE: if did not act on application within _______ from date of fi

BOARD OF DIRECTORS

is the supreme authority in matter of management of regular and ordinary business affairs

Doctrine of _______________ - the BOD shall exercise corp powers, conduct all business and control all prope

Questions of policy and management are left to the judgement of the ______ and _____________ of a corpora

QUALIFICATIONS

Must own at least __________ share in their own names or member **NOTE: The _______ of corporati

DISQUALIFICATIONS

1 If within 5 years ____ to election or appointment as such the person was ___________ by final judgement
a offense punishable by imprisonment for a period ___________
b violate corpo code
c violoate sec reg code

2 Found administratively liable for offense involving ___________

3 Foreign court

ELECTION OF BOARD

1 _________ of outstanding capital stock

2 On the request of any voting stockholder or member, the election may be held by _____________ otherwise __
3 The candidates receiving the __________ shall be elected
METHODS OF VOTING
1 Stockholder has 1,000 shares and there is 5 official need to be elected, he can only vote 1000 in each
2 Stockholder has 1,000 shares and there is 5 official need to be elected, he can distribute 5000 shares

REPORTING REQUIREMENT - ELECTION

Within 30 60 45 before after election of directors, trustees and officers of th

shall submit to the SEC the ____________, _________, ________ and _____________ of the directors, trustees

REPORTING REQUIREMENT - NON HOLDING

Within 30 60 45 to be submitted to the SEC in case of non holding of elections

It shall include ____________ for the election which shall not be later than 30 60

REPORTING REQUIREMENT - VACANCY

The _____________ or _______________ of corporation or in case of death, _______ shall within ________ da

REMOVAL OF DIRECTORS
________ may provide for causes or grounds for removal of a director
A director _________________ may not be removed except for those causes
Director ___________________ may be removed even without a cause

The SEC is now empowered to _________________ (____________) and after due notice and hearing order th

REQUIREMENTS FOR VALID REMOVAL

Should take place at _______ or ________ call for that purpose

Vote of Stockholders holding or representing ______ of ______________

FILLING UP VACANCIES

Cause Who will fill vacancy WHEN

Removal

Expired

Death, resignation, abandonment _________ If they still constitute quorum

_________ If 1 no longer constitute quorum
Increase in number of directors

REPLACEMENT OF HOLD-OVER DIRECTORS

Term expired and not replace, such director _______ to function in holdover capacity
Doctrine of ________ / ________________ theory

otect __________, defend_________

s ________ or an ____________

by law is necessary

Except ___________, ___________, _______________

statues unlike any natural person who can do anything as they please **NOTE: Doctrine of ________________

al with such real and personal property, including securities and bonds of other corporations

haritable, cultural, scientific, civic, or similar purposes

or purposes of partisan political activity
r purposes of partisan political activity
es, officers and employees

e they are not within its express or implied powers

bute to the holders of such shares, dividends or allotments of the surplus profits on the basis of the shares held are stock corporations

slative act or under the provisions of the General Corporation Law.

t of the corporate affairs

rporation he intends to organize

ess there is __________ or other agreement to _______ him from liability

name already _________ and ___________ by law

he ________ and which is the ____________

_________ and _______________

 notifies the SEC to retain its specific corporate term
o earlier than_________ to expiry date Unless: there is _________ to allow earlier extensiom
ration shall be deemed revived and a cert of _________________ shall be issued

ny given time
rming corp and signatories in the AOI

as he continues to be stockholder or member but not all _________ are incorporator

_, __________________

the first regular directors or trustees are duly elected

Corporations covered by Securities Regulation Code **NOTE: ATTRIBUTES: _______ ASSETS __________ SHAR
Banks, quasi-banks, NSSLAs, pawnshop, corp engaed in _______, ________, ________ and _______

_ which it is divided, the ________ value of each

and the amount _____________ and _______ by each on his subscription

d that ____________ of the subcriprion must be paid

to be paid by subscribers

or subscription
uld not bind the purchasers in ___________ despite included in by laws

**NOTE: Failure would not bind the purchasers in ___________

n _______ from date of filing , it is deemed approved

business affairs

iness and control all properties

___________ of a corporation **NOTE: This is called _________ RULE

The _______ of corporation may provide for additional qualifications and disqualifications of its members of the board

_ by final judgement

__________ otherwise _________

can only vote 1000 in each position on one person only of those 5 for a total of 5,000 votes
an distribute 5000 shares to each candidate

trustees and officers of the corporation, the _________ or _____ of corp

_ of the directors, trustees and officers elected

holding of elections **NOTE: If no new date has been designated or if the rescheduled election is lik
45 from the scheduled date application of ______________ , ________, ________ or _______ summarily o

shall within ________ days from knowledge report in writing such fact to the SEC

otice and hearing order the removal of director or trustee elected depite the disqualification
eld are stock corporations.
ASSETS __________ SHAREHOLDERS, HOLDING ________
e rescheduled election is likewise not held, upon
_ or _______ summarily order that an election be held
FUNDCTIONS OF BOARD OF DIRECTORS

1 Exercise __________
2 Conduct
3 Control all ________ of the corporation

REQUIREMENTS TO BECOME BOD

1 Not more than _____ (If stock corp)
2 Owner of at least __________ share
3 ______ Term (BOD) _________ Term (Trustees)
4 Not convicted by ___________ in certain cases within _______ years prior to election
5 Other qualifications provided in the bylaws

CORPORATIONS VESTED WITH PUBLIC INTEREST

Must have __________% independent directors

1 Those securities are registered with the commission with assets of_____________ and having __________ holder o
2 Banks, quasi-banks, NSSLAs, pawnshop, corp engaed in money service business engaged in money service business

INDEPENDENT DIRECTORD

Indpendent of ____________
Free from any business or other relationship which could reasonably interfere with ________________ in carrying o

CORPORATE OFFICERS

1 President: must be __________

2 Secretary: may or may not be _________
must be __________ of the Phil
3 Treasurer: must be _________& _________ of the Phil
4 Othrer officers may be provided in the _________

2 or more positions concurrently except being: (__________&__________) and (____________&___________)

REPORTS ON ELECTIONS AND CESSATION FROM OFFICE

Who will report? ___________

What will be reported? ______________
When? ___________________
REPORT - NON HOLDING OF ELECTION

When? ___________
New scheduled date? ________________

** NOTE: No new date designated:

________ shall have power to issue order assigning new date of election

CESSATION OF OFFICD
Director, trustee or officer die or resigns or any manner cease to hold office _________, ________, ________ shall w

REMOVAL
1 Take place at _________ or ___________ meeting called for purpose
If special meeting must be called by the ___________** **NOTE:
1
2 Previous _________ of intention to propose removal given to stockholders 2

3 Vote of ___________ outstanding capital stock, or member

CAUSE OF REMOVAL

May be___________ cause **NOTE: Without cause: may note be used to _______________ or mem

FILLING UP VACANCIES

NO
1 Does remaining directors constitute quorum ________

YES
 **NOTE:
a Convited by final judgement
1 Imprisonment for period exceeding ___ years
2 For violating ______
3 violating RA _______ OR _________
b Found administratively liable for any offense involving __________
c Foreign corp (violation similar to A&B)

d having __________ holder of shares, each holding ________ share of class of its equity share
ged in money service business, pre-need trust and insurance companies and other financial intermediaries

_______________ in carrying out responsibilities of director

_________&___________)
__, ________, ________ shall within _______ report in _________ such fatct

On order of ________
Written demand by stockholder holding ___________ of outstanding capital stock

d to _______________ or members of the right of representation to which they may be entitled to vote