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The Corporation Code of the Philippines (B.P. Blg.

Different Forms of Business Organization
Theories as to origin of Corporations
Rise and Development of Corporations
Title I
Definitions and Classifications
Sec. 1 Title of the Code.
Historical Background of our Corporation Code.
Scope of the Code.
Sec. 2 Corporation Defined.
Statutory Definition of Corporation.
Judicial Definitions of Corporation.
Attributes of a Corporation.
Doctrine of corporate entity.
Corporation as an Artificial Personality.
Corporation as a Person, Resident, or Citizen.
Corporation as a Collection of Individuals.
Doctrine of Piercing the Veil of Corporate Entity.
Instances Where Doctrine Applied.
Application of the Instrumentality or Alter Ego rule.
Acquisition by court of jurisdiction over corporation(s) involved.
Corporation as a Creation of Law or by Operation of Law.
Right of Succession of a Corporation.
Powers, Attributes, and Properties of a Corporation.
Distinctions between a Partnership and a Corporation.
Similarities between a Partnership and a Corporation.
Corporation as a Partner.
Advantages of a Business Corporation.
Disadvantages of a Business Corporation.

Sec. 3 Classes of Corporations.

Classification of Corporations under the Code.
Other Classifications of Corporation.
Important Distinctions between Public and Private Corporations.
Dual Status of Public Corporations.
Sec. 4 Corporations Created by Special Laws or Charters.
Incorporation of a Private Corporation by a Special Act.
Governing Law.
Government as a Member of a Corporation.
Sec. 5 Corporators and Incorporators, Stockholders and Members.

Title V. BY-LAWS
Sec. 46

Adoption of By-Laws.

Meaning of By-Laws.
Powers to Adopt By-Laws.
Function of By-Laws.
Necessity of Adopting By-Laws.
Time and Procedure for the Adoption of By-Laws.
Effect of Failure to File By-Laws.
Construction, Application, and Effectivity of By-Laws.
Validity of By-Laws.
Must be Consistent with Law.
Must be Consistent with Public Policy.
Must not Impair Obligation of Contracts.
Must be General and Not Directed against Particular Individuals.
Must be Consistent with the Charter or Articles of Incorporation.
Must be Reasonable.
Binding Effect of By-Laws.
Waiver of By-Laws.
Sec. 47

Contents of By-Laws.

Contents of By-Laws.
Sec. 48

Amendments to By-Laws.

Amendment and Repeal of By-Laws and Adoption of New By-Laws.

Revocation of Delegated Power of Board of Directors or Trustees.
By-Laws and Resolutions Distinguished.
Resolution Adopted as a By-Law.
Articles of Incorporation and By-Laws Distinguished.
Filing and Effectivity of Amended or New By-Laws.


Sec. 49

Kinds of Meetings.

Sec. 50

Regular and Special Meetings of Stockholders or Members.

Kinds of Meetings.
Necessity of Meetings.
Exceptions to the Rule.
Requisites for a Valid Meeting of Stockholders or Members.
Sec. 51

Place and Time of Meetings of Stockholders or Members.

Place and Time of Meetings of Stockholders or Members.

Proper Person to Call Meeting.
Notice of Every Meeting Required.
Requisites of Notice of Meeting.
Substantial Compliance with Requirements.
Statement of Purpose of Meeting.
Effect of Failure to Comply with Requisites for Meeting.
Sec. 52

Quorum in Meetings.

Quorum Required in Stockholders and Members Meetings.

Postponement of Stockholders or Members Annual Meeting.
Payment of Compensation for Attendance at Stockholders or Members Meetings.
Matters in which the Law Requires Minimum Number of Votes.
Greater Voting Requirement.
Sec. 53

Regular and Special Meetings of Directors or Trustees.

Place and Time of Meetings of Directors or Trustees.

Notice of Every Meeting Required.
Sec. 54

Who shall Preside at Meetings.

Presiding Officer at Meetings.

Sec. 55

Right to Vote of Pledgors, Mortgagors, and Administrators.

Right to Vote in Stock Corporations.

Right to Vote in Non-stock Corporations.
Manner of Voting.
Representative Voting.
Voting Rights for Shares of Stock of a Deceased Stockholder.
Sec. 56

Voting in Case of Joint Ownership of Stock.

Voting where Share Owned by Two or More Persons.

Sec. 57

Voting Right for Treasury Shares.

Voting Right for Treasury Shares.

Sec. 58


Meaning of Proxy.
Purpose and Use of Proxies.
Voting by Proxy.
Who may be a Proxy.
Nature of Proxies.
Limitations on Proxies of Stockholders or Members.
Form and Execution of Proxies.
Extent of Authority of Proxy.
Denial of Right to Vote by Proxy in the By-Laws.
Restrictions on Right to Vote by Proxy in the By-Laws.
Proxy Given to Two or More Persons.
Revocation of Proxies.
Duration of Proxy.
Sec. 59

Voting Trusts.

Corporate Control Devices.

Combination and Pooling Agreements among Stockholders.
Voting and Other Rights under a Voting Trust Agreement.
Voting Trust Certificates.
Power or Rights of Voting Trustees.
Purpose of Voting Trust Agreement.
Limitations on Voting Trust Agreement.
Proxy and Voting Trust Distinguished.