POWER

1. Power to sue and be sued

2. power to amend or revise bylaws

NATURE
inherent
inherent

3. power to extend corporate

term

not inherent

4. power to shorten corporate

term

inherent

5. power to temporarily cease

corporate operations (de facto
dissolution)

not inherent

6. power to permanently cease

corporate operations

not inherent

7. power to increase capital stock

not inherent

8. power to decrease capital

stock
9. power to borrow money

not inherent
inherent

10. power to incur indebtedness

-DEBENTURES (unsecured)

inherent

11. power to incur indebtedness BONDED under Sec. 38

inherent

12. power to incure indebtedness

- encumbrance

inherent

13. power to sell, dispose, lease

or encumber ANY of the assets of
the corp.

inherent

14. power to sell, dispose, lease

or encumber SUBSTANTIALLY ALL
assets (Note: "Substantial" qualitative test)
a. If necessary in the usual and
regular course of business of
such corp. or if proceeds of sale
or other disposition of such
property and assets will be
appropriated for the conduct of
its remaining business

not inherent

b. if NOT necessary in the usual

and regular course of business of
such corp. or if proceeds of sale
or other disposition os such
property
assets
will not
be
15. Powerand
to sell,
dispose,
lease
appropriated
for the
conduct of
or encumber ALL
assets,
its
remaining
business
regardless of w/n necessary in
the usual and regular course of
business or regardless of w/n
proceeds of sale or other
disposition
ofacquire
such property
16. power to
its ownand
assets
will
be
appropriated
for
shares
the conduct of its remaining
a. treasury share (Sec. 41)
business
b. redeenable shares

not inherent

not inherent
inherent
inherent
inherent

17. power to invest corporate

funds in another corp. or
business pursuant to its primary
purpose (or such investments
reasonable necessry to
accomplish primary purpose)

not inherent

18. power to invest corporate

funds in another corp. or
business pursuant to its
secondary purpose

not inherent

19. power to invest corporate

funds in another corp. or
business for purposes other than
primary

not inherent

20. power to declare dividends

a. cash
b. property
c. stock
21. power to enter into
management contract with
another corporation

inherent
inherent
inherent

a. on the part of the managed

corporation
- stockholders representing the
same interest of both the
managing and the managed
corp. own or control more than
1/3 of the OCS entitled to vote of
the managing corp. or
majority of the members of the
BOD of the managing corp. also
constitue a majority of the
members of the BOD of the
managed corp.
(Note: if absent, must be ratified
by majority vote of stockholders)

b. any other corp

c. on part of the managing
corporation
c.1. corp. whose primary purpose
is to manage companies
c.2. any other corp.
22. power to enter into
Management Contract with a
partnership or individual
23. power to make REASONABLE
donations
24. power to grant pension,
retirement and other gratuities
for the benefit of its directors,
trustees, officers and employees
(benfits granted to directors or
trustees must be circumscribed
by Sec. 30)

not inherent

25. Power to enter into

Partnership
subject to conditions that:
a) the authority to enter into a
partnership relation is expressly
conferred by AOI; and
b) the nature of business venture
in partnership is in line with
business authorized by AOI of
corporation involved

SEC APPROVAL
no

APPRAISAL RIGHT
no

yes

no

yes

yes

yes

no - Sec. 37
yes - Sec. 81

no

no

yes

no

yes

no

yes

no

no

no

no

no

yes

no

no

no

no

yes

no

no

no

yes

no

yes

no
no

no
no

no

no

no

no

no

na

no
no
no

no
no
no

no
no
no

no
no

no

no

BOARD OF DIRECTORS
yes

STOCKHOLDERS
na

yes

majority

yes

2/3

yes

2/3

yes

2/3 (p.243)

yes

2/3

yes

2/3

yes

2/3

yes

na

yes

na

yes

2/3

yes

2/3

yes

na

yes

na

because part of
the assets are
made collateral

yes

2/3

yes

2/3

yes
yes
yes

na
na

yes

na

yes

2/3

na

na

yes
yes
yes

na
na
2/3

(ultra vires)

yes

2/3

yes

majority

yes

na

yes

majority

yes

na

yes

na

yes

na

usual practice

yes

na

principle of cental
management