As to purpose

Question: We are forming a construction company for the sole purpose of building churches, no houses or anything is it a
Religious corporation?

Answer: No, it is not a religious corporation but for legal purposes it is not a religious corporation because a religious
corporation deals with the living out of their faith and doctrine

Question: Is a corporation sole like a sole proprietor ship?

Answer: No because it is a juridical entity even if it is just one person managing under it.

Question: Can a corporation sole be organized for the business of renting out cars?

Answer: No the corporation code provides that a corporation sole can only be formed by a religious person in an authority
like the head of the sect

Question: Why did the law allow for the formation of a corporation sole by religious persons of authority?

Answer: A corporation sole is formed for the purpose of giving people who came together for religious worship the power to
own property by creating a juridical entity and other powers that a juridical entity has for the benefit of those religious orders.

Question: if the religious authority dies does the corporation sole die because a corporation sole is headed by one person?

Answer: No, it is entitled to succession based on the religious doctrines of the corporation sole, their tribunal’s are conclusive
in this regard

Question: How is a corporation sole formed

Answer: you go to the SEC and form it there

As to legal status

Question: Difference of De jure, de facto and estoppel

Answer: De jure have complied with our law, De facto are those which believe in good faith that they complied with the
formalities and cannot be attacked collaterally, a corporation by estoppel is formed by people believing that it is a corporation
they are forming but have not performed enough formalties to classifiy as de facto or dejure

Question: A corporation can be formed by special charter or by corporation law if iti s formed by special charter what is it
Answer: It is a De jure corporation

Question: If you formed a corporation code according to the corp code what crop are you?
Answer: You are a de jure corporation

Question: Is a de facto corp not formed under the code? How is it different than from a de jure corp?
Answer: It went through the process but there was something defective in its process of forming a de jure corporation

Question: If de facto does law still see you has an entity?

Answer: yes the law still recognizes you as a juridical entity

Question: what is the point of creating a difference if both can function as a juridical entity?
Answer: it was made by the law to prevent the possible irregularities and preserve a certain order because if a corp could be
attacked by irregularities in its formation it would be disruptive if people were given the chance to challenge the existence of
the corporation

Question: Can it still be challenged?

Answer: Only through a quo warranto proceeding
Question: is there juridical entity in a corporation by estoppel?
Answer: It treats the persons as general partners, but they exercised corporate powers and projected themselves as such with
knowledge that they did not. It’s as if there was a corporation projected to 3rd persons

Question: if these group of inviduals transacted and an obligation arose who is laible?
Answer: The transactors and are liable as general partners, thus it is unlimited liability, so here the law acknowledges no
existence of a corporation

Question: If your friends projected being a corporation and leased an office space and the renter learned before expiry of the
lease that there was in fact no corporation is the renter free from paying the obligations?

Answer: No, the fact that there is no corporation is not a defense not to perform ones obligation to the non-existent juridical
entity and vice versa

Stock vs Non stock corporation.

Question: How are they different

Answer: Stock corporation are corporations that distribute their capital stock into shares distributed to certain individuals a
non-stock does not have capital stock that is divided into shares for distribution further. A stock corporation allows
distribution of profits to shareholders by way of dividends.

Question: Is there any requirement that a stock corporation must have a business purpose
Answer: No, it is only the existence of shares that makes the distinction

Question: How are the terms of the 2 different?

Corporators are either members or stock holders
Incorporatorrs: Are those invidudals mentioned in the articles of incporation that inititallty created the corporation, this
applies to memrs or stock holders
Stock holders->Stock corp
Members-> Non stock

Nature and attributes of corporation

Question: what are the limits of congress in forming a corporation?

Answer: they can use a legislative act to make a corp provided that it is a GOCC

Question: What is the limit of congress in creating a non-gocc? What is their role in allowing these types of entities to be
formed?
Answer:

Question: can congress through law form a beverage corporation owned by Mr. X, Y and Z
Answer: No it cannot because it is a private corporation, congress cannot make a law soley for the formation of a private
corporation

Question: What if congress says they will make a tourist corporation owned by government to oversee tourism?
Answer: Yes it is allowed, special charters can be made but they can pass a general law that enables corporation to be formed
and can make special charters but that corp formed by special charter must be a GOCC it cannot be private

Question: can a tourism corp be made and owned by government but after 5 years from enactment the gov’t must divest
majority its shares to the private sector?
Answers: NO it won’t be allowed it will circumvent the constitutional mandate against congress making private corporations
Question: What if a tourism GOCC was formed by government and 10 years a new admin decides to privatize the tourism
GOCC because they are terrible at managing tourism by selling it to the private sector is this allowed provided this was formed
by special charter passed by congress?

Answer: NO, the limitation applies only to the initial formation of the corporation, it does not come into play if somewhere
down the line new circumstances require its privatization (PNB’s case) government does have powers to privatize and sell its
shares.

Q: Does a corporation as a juridical person enjoy constitutional rights?

A: Yes it enjoys due process rights, right against unlawful search and seizure

Q: What if you file a case against MVP and you win 100m from MVP and MVP tries not to pay you, can you levy the property of
PLDT?
A: No because PLDT is a separate Juridical entity, they are entitled of notice and hearing before deprivation of their property in
line with due process

Q: Can a corporation assert the right against unreasonable search and seizure?
A: Yes even if it acts through officers, the corp can assert its right against these unreasable search and seizure through its
officers

Q: What about moral damages can a corporation invoke moral damages?

A: Being an artificial being, it does not suffer mental and emotional anguish, sleepless nights etc and thus cannot feel like a
natural person it cannot be moral damages

Q: What about reputations of the corporation that it needs to protect? On this basis can tarnishment of the reputation by a
person entitle the corp to recover moral damages against that person?
A: It won’t the classified as moral damages but actual damages that can be quantified if it is quantifiable be awarded but
further a law can still be passed to allow moral damages against persons who tarnish corporate reputation, Libel can apply
under the RPC but moral damages in the CIV code still don’t apply but they may if the legislature passes a law
Q: Can a corporation be liable for quasi delicts? Like say a corporation puts a billboard in EDSA that falls due to bad
construction is the corp liable?
A: Yes it is liable for a quasi delict

Q: if the corporation is involved in transporting goods and in the course of the delivery being made the driver runs over a
chicken can the chicken owner have a cause of action against the corp?
A: yes the driver as an employee of the corporation and thus the corporation has subsidiary liability for damages caused by its
employee.

Q; If fines are part of the imprisonment liability, why cant the corporation be held criminally liable? What if a law says that a
corporation’s officers are imprisoned if they do a crime is there a corporation being held laible?
A: Yes, the corporation is still criminally liable, it is just that the imprisonment is imposed o the officers instead, further a
corporation can still be made to pay fines.

Q: If the law does not provide a mechanism to place corp criminal lialbity it cannot be made criminally liable (Westcoast case)
when thus can a corporation be made criminally liable
A: The law must provide for criminal liability or a mechanism that allows a corporation to be placed under jurisdiction of the
court for such criminal act.

Q: In a situation such as in Tan Boon Kong can the law specific that the corporation is liable criminally in a case of false tax
returns would it be valid?
A: yes, it would be valid because criminal liability can be imposed on a corporation but in terms of who suffers the penalty in
terms of criminal liability that attaches to the corporation. Iti s only the employee who actively participated in the criminal act
is the one who must suffer the consequences such as in the Tan boon Kong case the one who made the false tax return

Q: Can the HR officer be liable in the same case to suffer the penalty?
A: No because the general rule is that the one who did the illegal act is the one who must suffer the consequences because even
if a corporation acts through its agents, it is still the one who did the act who can be responsible for the act
Q: Is there anything that prevents congress from saying “if someone suffers illegal recruitment the natural or juridical entity is
liable for illegal recruitment”? (People v Chowdry case)
A: Yes, it can only be the responsible officer who is liable

Q: In the Ching vs SOJ, the corporate transaction which Ching signed between the corporation and the bank made him liable
despite the contract arising from a transaction between the corporation and the bank why was ching still Liable?
A: He was the office responsible who could have prevented the act, does not matter that he did not sign in his personal
capacity.