SECTION 1 (TITLE OF THE CODE)

- "The Corporation Code of the Philippines'

SECTION 2 ( CORPORATION DEFINED)

- An artificial being created by operation of law having the right of succession and
the powers, attributes and properties expressly authorized by law or incident to its
existence.
POWERS, ATTRIBUTES AND PROPERTIES
1. EXPRESS POWERS - impliedly authorized to do in accordance with its Articles, ByLaws, the Corporation Code and such other statutes pertinent to corporations.
2. INCIDENTAL POWERS - not expressly stipulated by law are inherently necessary in
the exercise of its corporate powers in the pursuit of its corprate existence.
NATIONALITY OR CITIZENSHIP OF A CORP
1. INCORPORATION RULE - corporate nationality shall be in accordance with the laws
of the country where it was created or organized.
2. CONTROL TEST - the citizenship of the corporation is determined by the
citizenship of its controlling stockholders
BASIC RIGHTS UPON INCORPORATION
1. PRIMARY FRANCHISE - basic right given to the incorporators to organize
themselves into a juridical body known as the Corporation
2. SECONDARY FRANCHISE - the right given to the corporation

SECTION 3 (CLASSES OF CORPORATIONS)

CLASSIFICATIONS
1. STOCK CORPORATIONS - Private corporations which have capital stock divided
into shares and the stockholders are entitled to their shares of dividends
2. NON-STOCK CORPORATIONS - Corporations which do not issue stocks and are
composed of members not stockholders.
(OLD LAW)
1. PUBLIC CORPORATIONS- government corporations:

a. Public/governmental functions - the national government the provincial, city and

municipal governments
b. Prop