Corporation Law

A Reviewer

Registration to the SEC; Presumption. —Upon registration, the corporation is presumed to be Filipino ownership.

Upon application to the SEC, only Articles of Incorporation is required to be submitted. By-laws should be submitted within
one month. But you may submit both upon application.

Three important positions in corporation— President, Secretary, Treasurer. The position of being a secretary is
incompatible with being a treasurer.

Hierarchy in Corporation

There may be a corporation where

Stockholders stockholders are higher than BOD

BOD The brain of the Corporation

President Assigned with the implementation

Hence, it is important to note that the corporation acts through a board resolution which is executed by the President.

It is only BOD who speaks for the Corporation. Is there another body?

Yes. The Executive Committee (Sec. 35 of the Corporation Code).

Rationale behind the creation of ExeCom — Quorum purposes.

Can stockholders supersede the BOD?

Yes, when the stockholders are made to be the highest policy making in the by-laws.

How does a corporation sue?

Since the Corporation is separate and distinct with the BOD and stockholders, the Corporation should authorize to delegate
anybody through BOARD RESOLUTION.

Is there a circumstance where the Court will ask for another document, aside from the board resolution, for a person
to have locus standi?

Yes. In an ordinary scenario, it is the BOD who issues resolution authorizing the President to represent the corporation.
However, big and complex corporations do a lot of works and it is nearly impossible for the President to represent the
corporation because he must handle it together with his work in the corporation. Thus, he may delegate the authority given
to him through SPA. So, the direct answer to the question is, yes incase the President delegates the authority to anybody
through SPA.

Board of Directors President Anybody

Board Resolution SPA

In a Stock Corporation, if a person will own 100% of stocks, will the corporation cease to be a corporation?

No. The corporation will still subsist except when such ownership is made in bad faith. Such as when it was made to
circumvent the law.

Is there a way to change a board resolution if it is not amenable with others?

Yes, one is through execution of another board resolution rectifying, amending, modifying, or adding something to the
previous board resolution. It can be made anytime.

Second is through the minutes of the meeting. Minutes of the meeting contains decisions which must be dated. The
importance of date is that if there is a board resolution released which is contrary to previous board resolution, the recent
shall prevail.
When do the minutes of the meeting become an official archive?

In the next meeting, through reading of the previous meeting. It is where that decision shall be subject for approval. The
next meeting can be on the same day.

The approval is must be MSC (Moved, Seconded, Carried), otherwise, if the decision was not seconded, it is not yet a
resolution so to speak.

What are the other requirements on the minutes of the meeting?

It must be signed by the President and Secretary. Must also be notarized.

Sample format of Resolution (Heading)

RES ABC-2018-01-01 (MSC) specifically, RES ABC-2018-01-01 (Cabaron, Decin) which means, it is moved by
Cabaron and seconded by Decin; or RES ABC-2018-01-01 (moved by Cabaron; seconded by Decin; objected by Dalis)

Note: Since Dalis objected to that resolution, in case that will result to any liability, she cannot be held liable.

If there are opposition then divide the house through this format: RES ABC-2018-01-01 (for: Decin, Cabaron, Sali;
against Mangubat, Kulani)

Construction; Corporation Code vs. By-Laws – who will prevail among the following:

If there is a clear prohibition in the Corporation Code — Corporation Code

If the Code is silent — Corporation Code