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corporate law:
stockholders
directors and officers
creditors
Corporate Law seeks to regulate both
the relations between the groups and
within the groupd
It regulates the mechanisms by which
people join, or leave, one of these
groups as well as their rights and
duties once they have joined a group
Since a separate juridical entity is
present, corporate law may not
necessarily establish direct legal
realtions between the groups but may
instead mediate these relationships
through the other juridical entity, the
corporation
Congress: The CCP is to lay down
rules and regulations of the
to insurance corporations as a
primary statute and the CCP
applies suppletorily. Sec. 185 says
that the provisions of the CCP
shall apply to all insurance
corporations engaged in the
business in the Ph insofar as they
do not confilct with the provisions
of the ICP
Insurance corps and banks are still
under the regulatory powers of the
SEC as corporate entitites. But
insurance corps are subject to the
regulatory
powers
of
the
Insurance Commission in the
pursuit of insurance business
while the Bangko Sentral ng
Pilipinas (BSP) regulates banks as
such. Hence, the minimum paid
up capital may be imposed by the
Insurance
Commision
on
Divisions:
The right to be and to act as a
corporation is not a natural or civil
Corporate or general - to exist as a
right of any person; such right as well
corporation
as the right to enjoy the immunities
Special or secondary - certain rights
and
privileges
resulting
from
and privileges conferred upon
incorporation constitute a franchise
existing corporations, such as the
and a corporation therefore cannot be
right to use the streets of a
created except by or under a special
municipality to lay pipes of tracks,
authority from the State
erect poles or sting wires
The primary franchise, the right to A corporation is thus created by
operation of law when it is granted a
exist as a corporation is vested in the
franchise either through a special law
individuals
who
compose
the
or it is organized under a general law
corporation and not in the corporation
itself. It cannot be conveyed in the The general law under which a
corporation can be organized in the Ph
absence of legislative authority to do
is the CCP
so
The special franchise are vested in the Examples of the secondary franchises
are those issued by the SEC to
corporation and may ordinarily be
companies that issue securities
conveyed or mortgaged under a
general power granted to a corporation
Creation by Special Law.
to dispose of its property.
authority
Physical acts like the offereing of the
property of the corporation for sale or
the acceptance of a counter offer of a
prospective buyer of the property of
the corporation can be performed by
the corporation only through officers
or agents duly authorized for the
purpose by corporate by laws or by
specific acts of the board of directors.
A stockholder cannot use at such
property to pay for his personal debts
Properties of the shareholders,
members or officers of the corporation
are not the properties of the
corporation
A shareholder has no right to file in his
own name an action involving the
properties of the corporation because
of the separate nature of the
personality of the stockholder and the
corporation
Properties of the stockholders are not
An action filed by a corporation to
part of the properties of a judicially
recover the properties of its
declared insolvent corporation. Thus,
shareholders or members should be
the prohibition against an insolvent
dismissed for failure to state a cause of
corporation to transfer properties does
action because the corporation is not
not apply to the corporation's
the real party in interest
stockholder who wishes to transfer his
own personal property
properties of the corporation cannot be
included in the inventory of the properties belonging to a corporation
properties of the estate of a deceased
cannot be attached to satisfy the debt
shareholder of the corporation
of a stockholder. The stockholder only
has an indirect interest in the assets
real properties should be excluded
and business of the former.
from the inventory of the estate of the
deceased shareholder if they are in the
Nature of the Stockholders' Interest in
possession of and registered in the
Corporate Properties
name of the corporation in the absence
of any cogency to shred the veil of The interest of the shareholder in the
properties of the corporation is
corporate fiction. The presumption of
indirect, contingent and inchoate
conclusiveness of the titles in favor of
the
corporation
should
stand the interest of the shareholder on a
particular property becomes actual,
undisturbed.
CCP
Neither are stockholders or officers
liable for the contractual obligations of
the corporation
even majority shareholders are not
liable for corporate obligations
But there are instances when the
officers or stockholders voluntarily
make themselves personally liable
like when they act as a surety or
make themselves solidarily liable by
signing the appropriate surety
agreement or affixing their joint and
solidarily signature
The corporation cannot likewise be
made to answer for the personal
obligations of the stockholders,
members of a non-stock corporation
cannot be enforced against the
corporation itself and v.v.
performing
certain
acts,
the
necessarily mean that the corporation
corporation
is
not
necessarily
was the authority to represent its
disqualified and v.v.
members in legal proceedings,
including an arbitration proceeding
an individual cannot enter into a
contract with himself but a corporation A stockholder is not an agent of the
has the same freedom of contracting
corporation and he becomes an agent
with its stockholders that it has of
only if he was duly appointed as such
contracting with any other person
a stockholder may even be an
the corporation is not the agent of the
employee of the corporation
stockholders and does not act of hold the corporation may even sue the
property as agent for them
stockholders and the latter may sue the
a non-stock corporation may file an
corporation
action in the name of its members only even if the corporation and the
if it can prove that the members indeed
stockholders are co-defendants in an
authorized the corporation to institute
action, summons served on the
the action for and in behalf of such
corporation does not bind the
members
stockholders who must personally be
the mere fact that the non-stock
served
corporation was organized for the
purpse of advancing the interests and Doctrine of Piercing the Veil of
welfare of its member does not Corporate Fiction