LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
and/or
in
property
the
fair
valuation
of
which
is
equal
to
at
least
• Only
natural
persons
can
be
incorporators.
However,
the
law
twenty-‐five
(25%)
percent
of
the
said
subscription,
such
paid-‐up
does
not
preclude
corporations
and
partnership
from
becoming
capital
being
not
less
than
five
thousand
(P5,000.00)
pesos.
stockholders
or
members
as
long
as
they
are
not
incorporators.1
• In
practice,
the
SEC
would
allow
the
incorporation
of
a
A.
As
to
Number
and
Residency
of
Incorporators
(Section
10)
corporation
which
would
have
as
original
stockholder
in
the
articles
of
incorporation,
as
long
as
the
minimum
number
of
Section
10.
Number
and
qualifications
of
incorporators.
individual
incorporators
appear.
Any
number
of
natural
persons
not
less
than
five
(5)
but
not
more
than
o In
one
opinion,
the
SEC
has
posited
that
both
domestic
fifteen
(15),
all
of
legal
age
and
a
majority
of
whom
are
residents
of
and
foreign
corporations,
if
allowed
by
their
charters,
the
Philippines,
may
form
a
private
corporation
for
any
lawful
purpose
may
be
initial
subscribers
to
the
capital
stock
of
a
or
purposes.
Each
of
the
incorporators
of
s
stock
corporation
must
corporation,
but
their
subscription
will
not
be
own
or
be
a
subscriber
to
at
least
one
(1)
share
of
the
capital
stock
of
considered
in
the
computation
of
the
25%
requirement
the
corporation.
for
incorporation.2
o The
SEC
also
requires
that
the
subscription
of
• It
is
possible
for
a
business
to
be
wholly
owned
by
one
corporations
to
the
capital
stock
of
a
corporation
in
the
individual,
and
the
validity
of
its
incorporation
is
not
affected
process
of
incorporation
be
fully
paid
due
to
their
when
he
gives
nominal
ownership
of
only
one
share
of
stock
to
limited
liability
capacity; 3
but
after
incorporation,
each
of
the
other
four
incorporators.
This
arrangement
is
not
corporations
may
subscribe
without
having
to
fully
pay
necessarily
illegal,
but
it
is
valid
only
between
and
among
the
their
subscription
under
the
premise
that
the
risk
of
incorporators
privy
to
the
agreement.
It
does
not
bind
the
insolvency
no
longer
exist
at
that
point.4
corporation
which
will
consider
all
stockholders
of
record
as
the
• The
Corporation
Code
maintains
the
requirement
that
at
least
lawful
owners
of
their
registered
shares.
As
between
the
five
(5)
individuals
must
be
incorporators
of
a
corporation
for
corporation
on
the
one
hand,
and
its
stockholders
and
third
perhaps
a
more
practical
reason.
persons
on
the
other,
the
corporation
looks
only
to
its
books
for
the
purpose
of
determining
who
its
shareholders
are.
Nautica
1
Government
of
the
Philippine
Islands
v.
El
Hogar
Filipino,
50
Phil.
399,
460-‐461
Canny
Corp.
v.
Yumul,
473
SCRA
415
(2005).
(1929).
2
SEC
Opinion,
23
May
1967,
SEC
FOLIO
1960-‐1976,
at
p.
284;
Also,
SEC
Opinion,
14
November
1978.
3
SEC
Opinion,
23
May
1967,
SEC
FOLIO
1960-‐1976,
at
p.
284.
4
SEC
Opinion,
29
June
1976,
SEC
FOLIO
1960-‐1976,
at
p.
936.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
o Our
jurisdiction
recognizes
the
existence
of
promoter's
o There
is
no
general
requirement
of
Philippine
contracts,
or
contracts
entered
into
on
behalf
of
a
citizenship
only
a
majority
of
the
incorporators
must
be
corporation
still
in
the
process
of
organization.
Indeed,
residents
of
the
Philippines.
However,
there
are
some
transactions
may
already
be
pursued
with
the
parties
areas
of
business
and
industry
wherein
ownership
is
aware
that
the
corporation
is
still
under
registration
reserved,
wholly
or
partially
to
Filipinos.
proceedings.
If
anything
goes
wrong
with
the
o Atty.
Hofileña
à
if
there
are
5
American
citizens
who
incorporation
process,
and
there
may
have
been
wish
to
establish
a
foreign
brand
in
the
Philippines,
they
liabilities
created
at
the
time
of
incorporation,
then
the
will
either
reside
in
the
Philippines
or
ask
people
to
act
existence
of
five
individual
incorporators
allows
the
as
incorporators
(who
are
usually
their
lawyers).
public
or
injured
party
to
run
after
the
persons
who
§ Incorporators
are
not
at
all
times
the
promoters
cannot
hide
behind
a
corporate
fiction
or
who
can
avail
or
majority
stockholders.
This
is
not
necessarily
of
limited
liability
features.
In
addition,
there
must
still
illegal,
although
it
brings
out
the
problem
indeed
be
individuals,
who
can
be
held
criminally
liable,
whereby
the
incorporators
are
not
necessarily
for
acts
done
relating
to
incorporation
process.
Such
the
people
who
should
be
held
responsible
remedies
would
be
unavailing
or
would
be
meaningless
since
they
are
not
the
promoters.
if
the
incorporators
are
themselves
juridical
entities.
o Atty.
Hofileña
à
in
case
of
public
utilities,
the
company
• If
only
two
incorporators
are
residents
of
the
Philippines
a
must
be
60%
owned
and
controlled.
As
such,
if
the
corporation
still
exists
–
a
de
facto
corporation
provided
that
at
incorporators
own
only
one
share,
then
the
company
least
five
(5)
incorporators
must
sign
the
articles
of
cannot
be
a
public
utility.
incorporation.1
§ People
v.
Quasha
à
at
the
time
of
the
o This
however
does
not
prevent
the
existence
of
the
so-‐ establishment
of
the
company,
it
is
not
called
one-‐man
corporation,
where
business
is
actually
necessary
that
the
company
be
Filipino.
owned
by
one
individual,
it
is
still
possible
for
him
to
However,
if
they
want
to
get
a
franchise
to
incorporate
by
giving
nominal
ownership
of
only
one
operate
as
a
public
utility,
then
they
must
first
share
of
stock
to
each
of
4
other
persons—this
is
not
meet
the
requirement
of
the
60%
citizenship
necessarily
illegal.
requirement
of
the
law.
• An
incorporator
will
always
retain
his
status
as
the
incorporator
of
the
corporation
because
such
status
is
acquired
by
the
mere
1
SEC
Opinion,
11
October
1971,
SEC
FOLIO
1960-‐1976,
at
p.
495.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
fact
of
being
one
of
the
persons
who
originally
composed
the
corporation.
Section
42.
Power
to
invest
corporate
funds
in
another
corporation
or
o He
may
cease
to
be
a
stockholder
or
a
member,
he
may
business
or
for
any
other
purpose.
lose
all
his
rights
and
interest
in
the
corporation,
but
he
Subject
to
the
provisions
of
this
Code,
a
private
corporation
may
invest
will
always
be
known
as
the
incorporator.
The
articles
of
its
funds
in
any
other
corporation
or
business
or
for
any
purpose
other
incorporation
cannot
therefore
be
amended
to
delete
than
the
primary
purpose
for
which
it
was
organized
when
approved
the
name
of
an
incorporator
and
substitute
it
with
that
by
a
majority
of
the
board
of
directors
or
trustees
and
ratified
by
the
of
another,
the
latter
not
being
an
incorporator.1
stockholders
representing
at
least
two-‐thirds
(2/3)
of
the
outstanding
§ You
cannot
remove
an
original
incorporator
capital
stock,
or
by
at
least
two
thirds
(2/3)
of
the
members
in
the
case
from
the
charter.
of
non-‐stock
corporations,
at
a
stockholder's
or
member's
meeting
o Atty.
Hofileña
à
can
a
person
sue
an
incorporator
who
duly
called
for
the
purpose.
Written
notice
of
the
proposed
investment
is
no
longer
involved
with
the
company
(let
go
of
his
and
the
time
and
place
of
the
meeting
shall
be
addressed
to
each
share)?
NO.
stockholder
or
member
at
his
place
of
residence
as
shown
on
the
• Where
there
is
a
change
in
the
initial
directors
(indicated
in
the
books
of
the
corporation
and
deposited
to
the
addressee
in
the
post
articles
of
incorporation),
there
is
no
need
to
amend
the
articles
office
with
postage
prepaid,
or
served
personally:
Provided,
That
any
of
incorporation.
dissenting
stockholder
shall
have
appraisal
right
as
provided
in
this
Code:
Provided,
however,
That
where
the
investment
by
the
B.
Corporate
Name
(Sections
18,
14(1)
and
42)
corporation
is
reasonably
necessary
to
accomplish
its
primary
purpose
as
stated
in
the
articles
of
incorporation,
the
approval
of
the
Section
18.
Corporate
name.
stockholders
or
members
shall
not
be
necessary.
(17
1/2a)
No
corporate
name
may
be
allowed
by
the
Securities
and
Exchange
Commission
if
the
proposed
name
is
identical
or
deceptively
or
1. Corporate
Name
Guidelines
confusingly
similar
to
that
of
any
existing
corporation
or
to
any
other
• Similarity
in
corporate
names
between
two
corporations
would
name
already
protected
by
law
or
is
patently
deceptive,
confusing
or
cause
confusion
to
the
public
especially
when
the
purposes
contrary
to
existing
laws.
When
a
change
in
the
corporate
name
is
stated
in
their
charter
are
also
the
same
type
of
business.
approved,
the
Commission
shall
issue
an
amended
certificate
of
Universal
Mills
Corp.
v.
Universal
Textile
Mills
Inc.,
78
SCRA
62
incorporation
under
the
amended
name.
(1977).
o Atty.
Hofileña
à
NOT
DECEPTIVE
PER
SE.
Latitude
is
given
to
someone
in
terms
of
determining
whether
a
1
SEC
Opinion,
7
January
1974,
VIII
SEC
QUARTERLY
BULLETIN
21
(
No.
I,
Jan.
1974).
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)