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3. HAS THE RIGHT OF SUCCESSION- HAS THE CAPACITY OF CONTINED EXISTENCE , SUBJECT TO
THE PERIOD STATED IN THE ARTICLES OF INCORPORATION.
IT CAN EXIST FOR A PERIOD NOT EXCEEDING 50 YRS FROM DATE OF INCORP.
AND MAY BE EXTENDED FOR PERIODS NOT EXCEEDING 50 YRS SUBJECT TO AMEND-
MENTS OF THE ART. (ACC. TO SEC 11). PROVIDED THAT NO EXTENSIONS SHALL
BE MADE EARLIER THAN 5 YRS BEFORE THE ORIGINAL EXPIRY DATE.
4. HAS THE POWERS, ATTRIBUTES AND PROPERTIES EXPRESSLY AUTHORIZED BY LAW OR
INCIDENT TO ITS EXISTENCE.
A CORP CAN NOT ENTER INTO A CONTRACT OF PARTNERSHIP ONLY IN A JOINT VENTURE.
ADVANTAGES:
DISADVANTAGES:
2. NATIONALITY
a. DOMESTIC –ORGANIZED UNDER PHIL LAWS
b. FOREIGN – ORGANIZED UNDER FOREIGN LAWS
3. ACCDG. TO PURPOSE
a. PUBLIC CORP- ORGANIZED FOR THE CORP.
b. PRIVATE – ORGANIZED FOR PRIVATE AIM
A. PARENT OR HOLDING CORP. –RELATED TO ANOTHER CORP. WITH THE POWER TO EITHER
DIRECTLY OR INDIRECTLY ELECT THE MAJORITY OF THE DIRECTORS OF THE SUBDIDIARIES.
B. SUBSIDIARY CORP- CONTROLLED BY ANOTHER CORP. KNOWN AS APARENT CORP.
2. INCORPORATION-PAPERWORKS
CORPORATION CODE OF THE PHILS. –THE GENERAL LAW THAT GOVERNS THE CREATION OF
PRIVATE CORP. IN THE PHILIPPINES.
WHILE GOCC’S ARE GOVERNED BY SPECIAL LAWS
SEC. 14 PROVIDES THAT ALL CORP ORGANIZED UNDER THIS CODE SHALL FILE
THE ARTICLES OF INCORPORATION WHICH SPECIFIES VITAL DETAILS ABOUT THE CORP.
-AMOUNT OF SHARE CAPITAL ACTUALLY SUBSCRIBED OR THE NO. OF NO PAR SHARES SUBSCRIBED,
INCLUDING NAMES AND RESIDENCES OF THE SUBSCRIBER.
MANDATORY REQUIREMENTS ON SUBSCRIPTIONS
PAID-IN CAPITAL
UPON SUBSCRIPTION- AT LEAST 25% OF THE TOTAL SUBSCRIPTION MUST BE PAID
-THE BALANCE PAYABLE ON DATES FIXED IN THE CONTRACT OF SUBCRIPTION W/O
ANY CALL OR IF W/O DATE UPON CALL OF THE BOARD OF DIRECTORS.
-PAID IN CAPITAL SHALL NOT BE LESS THAN P 5,000.00 (CORP. CODE OF THE PHIL .
SEC 13)
AFTER FILING OF THE ARTICLES OF INCORPORATION, THE CORP . COMMENCES TO HAVE JUDICIAL
PERSONALITY AND LEGAL EXISTENCE ONLY UPON THE ISSUANCE OF THE CERTIFICATE OF
INCORPORATION BY THE SEC.
THE CORP. SHOULD FORMALLY ORGANIZE AND COMMENCE OPERATIONS WITHIN 2 YEARS FROM THE
DATE OF ITS INCORPORATION.
BY-LAWS –RULES OF ACTION ADOPTED BY THE CORPORATION FOR ITS INTERNAL GOVERNMENT AND
FOR THE GOVERNMENT OF ITS OFFICERS, SHAREHOLDERS OR MEMBERS.
- IT SHALL BE ADOPTED WITHIN ONE MONTH FROM THE ISSUANCE OF THE CERTIFICATE OF
INCOPORATION BY THE SECURITY AND EXCHANGE COMMISSION.
- FAILURE TO DO SO WILL REVOKE ITS REGISTRATION.
COMPONENTS OF A CORP.-
-ULTIMATE CONTROL REST ON THE SHAREHOLDERS (OWNERS).THEY ELECT THE TOP GOVERNING BODY
OF THE CORP, OR THE MEMBERS OF THE BOARD OF DIRECTORS
(THE CORP. ANNUALY HOLD A SHAREHOLDERS MEETING WHEREIN THE BOARD OF DIRECTORS ARE
ELECTED.)
ADM. OFFICERS OF THE CORP.- IMPLEMENT THE POLICIES OF THE BOARD OF DIRECTORS AND ACTIVELY
MANAGE THE DAY TO DAY ACTIVITIES OF THE CORP.
- THEY HIRE THE EMPLOYEES OF THE CORP
PRESIDENT – HE SHOULD ALSO BE A BOARD DIRECTOR, USUALLY HE IS ALSO THE CHAIRMAN OF THE
BOARD.
CORP. SECRETARY- MAINTAINS AND KEEPS THE RECORDS OF THE CORP REGARDING ALL ITS AFFAIRS
CORPORATE TREASURER- ENTRUSTED TO RECEIVE AND KEEP THE MONEY OF THE CORP.
“TRUST FUND DOCTRINE”- RESOURCES ENTRUSTED TO THE CORP. BECOME THE ACCOUNTABILITY OF
THE FIRM