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Corporation defined
Section 2
An artificial being created by operation of
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Attributes of a Corporation
1.It is an artificial being.
Doctrine of piercing the veil of corporate
entity or corporate fiction
2.It is created by operation of law.
3.It has the right of succession.
50 years renewal must be 5 years before
expiration
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Attributes of a Corporation
4. It has the powers, attributes and
properties expressly authorized by law or
incident to its existence.
Doctrine of limited capacity
powers expressly conferred upon by
law and its article of incorporation
those implied from such powers
expressly granted
incident to its existence
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PARTNERSHIP
CORPORATION
1.Created by mere
agreement of the
parties
1. Created by
operation of law
2.May be organized
by only two person
2.Requires at least
5 incorporators
3from the
issuance of Cert of
Inc by the SEC
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PARTNERSHIP
CORPORATION
4. Exercise powers
expressly granted by
law or incident to its
existence
5.Every partner is
an agent of the
partnership
6.No right of
succession
6.Has right of
succession
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PARTNERSHIP
CORPORATION
8.Personally &
subsidiarily liable to
third person
8. Stockholders are
liable only to the
extent of the shares
subscribed
9. Partner cannot
transfer his interest in
the partnership
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PARTNERSHIP
CORPORATION
9. may be
established for any
period of time
Corporation Code
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CLASSIFICATIONS OF CORPORATIONS
CLASSIFICATIONS OF CORPORATIONS
CLASSIFICATIONS OF CORPORATIONS
corporations
A.Parent corporation
B.Subsidiary corporation
.As to whether its shares may be held by the public or
not
A.Close corporation
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B.Open
corporation
CLASSIFICATIONS OF CORPORATIONS
Other Classifications
A.Corporation by prescription exercised corporate
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COMPONENTS OF A CORPORATION
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CLASSIFICATION OF SHARES
*SHARE OF STOCK one of the units into which the capital
stock of the corporation is divided
*STOCK CERTIFICATE- the written acknowledgement by the
corporation of the stockholders interest in the corporation and
its property
A.REDEEMABLE SHARES
1.
2.
3.
4.
CLASSIFICATION OF SHARES
B.FOUNDERS SHARE
1. Must be classified as such in the Articles of
Incorporation
2. May be given rights and privileges not enjoyed by
other shares subject to the following limitations:
. Exclusive right to vote and be voted for in the
election of directors is granted must be for a
limited period not exceeding 5 years subject to the
approval of the SEC
.The five-year period begins from the date of the
said approval.
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CLASSIFICATION OF SHARES
C.TREASURY SHARES
1. No voting rights as long as they remain in the
Treasury
2. Not considered outstanding shares
3. Not entitled to dividends
4. May again be disposed of for reasonable price
fixed by the board of directors
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CLASSIFICATION OF SHARES
D.WATERED STOCK
E.VOTING SHARES
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CLASSIFICATION OF SHARES
ARTICLES ON INCORPORATION
Philippines
4. The term of existence
5. Names, nationalities and residences of the incorporators
6. Number and qualifications of incorporators
7. Number, nationalities and residences of the directors or
trustees
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ARTICLES ON INCORPORATION
PURPOSE
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REVOCATION
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