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This document provides an overview of key aspects of corporations under Philippine law, including:
1. It defines the attributes of a corporation and distinguishes it from a partnership.
2. It outlines the components and classifications of corporations, such as stock vs non-stock, and domestic vs foreign.
3. It describes the capital stock structure, classes of shares, and contents required in articles of incorporation.
This document provides an overview of key aspects of corporations under Philippine law, including:
1. It defines the attributes of a corporation and distinguishes it from a partnership.
2. It outlines the components and classifications of corporations, such as stock vs non-stock, and domestic vs foreign.
3. It describes the capital stock structure, classes of shares, and contents required in articles of incorporation.
This document provides an overview of key aspects of corporations under Philippine law, including:
1. It defines the attributes of a corporation and distinguishes it from a partnership.
2. It outlines the components and classifications of corporations, such as stock vs non-stock, and domestic vs foreign.
3. It describes the capital stock structure, classes of shares, and contents required in articles of incorporation.
By Hector s De Leon Jr. PRIVATE CORPORATIONS 5. Owner/subscriber of If non-stock corporation:
ARE atleast one share ATTRIBUTES OF A 1. must be a member CORPORATION 1. Government- CORPORATION WITH 2. majority of the directors owned/controlled MAJORITY OWNERS MUST BE must be a resident of the 1. It is an artificial being corporation 2. It is created by operation of law FILIPINO Philippines 2. Quasi-public corporations 1. Corporation for METHODS OF VOTING 3. It has the right of exploration, succession COMPONENTS OF development and 1. Straight voting 4. It has only the powers, CORPORATION utilization of natural 2. Cumulative voting attributes, and properties resources for one candidate expressly authorized by law or 1. Corporators 2. Public service 3. Cumulative voting incident to its existence 2. Incorporators corporation 3. Stockholders 3. Educational for distribution DISTINCTION BETWEEN A 4. Members corporation PARTNERSHIP AND CORPORATE OFFICERS 4. Banking corporation CORPORATION THREE OTHER 5. Corporation COMPONENTS engaged in retail 1. President 1. Manner of creation trade 2. Vice-president 2. Number of incorporators 1. Promoters 6. Rural banks 3. Secretary 3. Commencement of 2. Subscribers 7. Corporation engaged 4. Treasurer juridical personality 3. Underwriter in coastwise 5. General manager 4. Powers shipping 5. Management CAPITAL STOCKS 8. Corporation engaged REQUISITES OF BOAR 6. Effect of 1. Authorized capital stock in the pawnshop MEETING mismanagement 2. Subscribed capital stock business 7. Right of succession 3. Outstanding capital stock 9. Under the flag law 1. Meeting of directors or 8. Extent of liability 4. Paid-up capital stock trustees duly 9. Transferability of interest 5. Unissued capital stock CONTENTS OF ARTICLES assembled as a board 10. Term of existence 6. Legal capital OF INCORPORATION 11. Firm name 2. Presence of quorum 12. Dissolution 3. Decision of majority of CLASSES OF SHARES IN 1. Name of 13. Laws which govern quorum or majority of GENERAL corporation 2. Purpose of entire board CLASSIFICATION OF 1. Par value /no par corporation CORPORATIONS value 3. Principal office of 4. Meeting at the place, 2. Voting/non- voting corporation time, manner provided 1. Stock corporation 3. Common/preferred 4. Term of corporation by the by-laws 2. Non-stock corporation # 5. Names, 4. Promotion share nationalities, OTHER CLASSIFICATION OF 5. Share in escrow residences of QUORUM DEFINED CORPORATION 6. Convertible stock incorporators 1. Number Of Person Who 7. Founder’s share 6. Number of directors 1. Number required for Composed 8. Redeemable share 7. Names, presence of quorum -Corporation 9. Treasury share nationalities, 2. Number required for Aggregate residences of approval of corporate - Corporation KINDS OF PREFERRED directors acts Sole 2.Religious or not SHARE 8. If stock corporation- 3. Number provided - Ecclesiastical Amount of authorized greater than -Lay stock 1. Preferred as to assets in majority 3.Charitable or not 9. if non-stock case of liquidation -Eleemosynary corporation-amount of DISQUALIFICATION OF 2. Preferred as to dividends -civil capital and Names, 4.Which Country DIRECTORS/TRUSTEES nationalities, -Domestic KINDS OF PREFERRED residences of 1. Not convicted by final -foreign SHARE AS TO DIVIDENDS contributor judgment of an 5.Legal right to corporate 1. Cumulative PS offense punishable by existence -De jure 2. Non-cumulative PS imprisonment for a POWERS OF BOARD OF period exceeding six -De facto 3. Participating PS 4. Non-participating PS DIRECTORS years 6.Open to public or not 5. Cumulative-participating 2. Do not violate -Close 1. governing body of -Open PS corporation code for the corporation prior 5 years from 7.Relation to other 2. binding effect of Corporation STEP IN THE CREATION OF election stockholders action -Parent or Holding CORPORATION 3. extent of judicial -Subsidiary WHO CAN FILL VACANCIES? 8.True sense or Limited sense - review 1. Promotion True 2. Incorporation 1. Shareholders/memb -Quasi QUALIFICATION OF ers* 3. Normal organization and DIRECTORS OR TRUSTEES If -Corporation by prescription 2. Member of directors commencement of -corporation by estoppels stock corporation: 9.Public or Private business operations CONTRACT OF -Public 1. must owned at least one CORPORATION WITH THE QUALIFICATION OF share -Private DIRECTOR OR TRUSTEES IS INCORPORATORS 2. share must be registered in VALID IF: PUBLIC CORPORATION his name 1. That the presence of such 1. Natural person 3. must continuously own at ARE: director or trustee in the board 2. Capacity to contract least one share during his meeting in which the contract 3. Residents of the term 1. Provinces was approved was not Philippines 4. majority of directors must 2. Cities necessary to constitute a 3. Municipalities 4. Citizens of the be resident of the quorum for such meeting; 4. Barangays Philippines Philippines 2. That the vote of such director WHY CORPORATION 3. The required quorum in incorporation – B/T- or trustee was not necessary for ACQUIRES ITS OWN meetings of stockholders or M & M/OCS-2/3 the approval of the contract; SHARE? members and the manner of 2. To elect directors or voting therein; trustees-M/OCS-M 3. That the contract is fair and 1. Elimination of fractional 3. To remove directors 4. The form for proxies of reasonable under the share stockholders and or trustees- M/OCS- circumstances; and 2. Satisfaction of 4. That in case of an officer, the members and the manner 2/3 indebtedness to 4. To call a special contract has been previously of voting them; corporation authorized by the board of 5. The qualifications, duties meeting to remove 3. Payment of share of directors. dissenting or withdrawing and compensation of director or trustees- stockholders directors or trustees, M/OCS-M CORPORATE POWERS AND 4. Other cases officers and employees; 5. To ratify a contract of a CAPACITY 6. The time for holding the director or trustees CONDITIONS IN ACQUIRING annual election of directors with the corporation- 1. To sue and be sued in its OWN SHARES of trustees and the mode or M/OCS- corporate name; 2. Of succession by its corporate manner of giving notice 2/3 name for the period of time stated in 1. That its capital is not thereof; 6. To extend /shorten the articles of incorporation and the thereby impaired 7. The manner of election or corporate terms- certificate of incorporation; 2. That it be for a legitimate appointment and the term B/T-M & M/OCS-2/3 3. To adopt and use a corporate and proper purpose 7. To increase or of office of all officers seal; 3. That there shall be decrease the capital 4. To amend its articles of unrestricted retained other than directors or incorporation in accordance with the trustees; stock -B/T-M & earnings to purchase the provisions of this Code; same and its capital is 8. The penalties for violation M/OCS-2/3 5. To adopt by-laws, not contrary to thereby impaired of the by-laws; 8. To incur, create, or law, morals, or public policy, and to 4. That the corporation acts in 9. In the case of stock increase bonded amend or repeal the same in good faith and without corporations, the manner of indebtedness- B/T-M accordance with this Code; prejudice to the right of the issuing stock certificates; & M/OCS-2/3 6. In case of stock corporations, to creditor and stockholder and 9. To sell, lease, issue or sell stocks to subscribers and to sell stocks to subscribers and to sell 10. Such other matters as may exchange, 5. That the condition for treasury stocks in accordance with the be necessary for the proper mortgage, pledge provisions of this Code; and to admit corporate affairs warrant it substantial assets- or convenient transaction of members to the corporation if it be a B/T-M & M/OCS-2/3 non-stock corporation; its corporate business and 10. To invest corporate CLASSES OF DIVIDENDS affairs. 7. To purchase, receive, take or funds in other grant, hold, convey, sell, lease, business- B/T-M & 1. Cash dividend pledge, mortgage and otherwise 2. Property dividend KINDS OF MEETING M/OCS-2/3 deal with such real and personal 3. Stock dividend 11. To issue stock property 4. Optional dividend 1. Regular dividends-Q-M & 8. To enter into merger or 5. Composite dividend 2. Special M/OCS-2/3 consolidation with other 6. Scrip dividend 12. To enter into a corporations as provided in this REQUISITES OF VALID 7. Bond dividend management Code; MEETINGS 8. Cumulative contract- Q-M & 9. To make reasonable donations, 10. To establish pension, retirement, dividend 1. It must be held at the M/SH-M/2/3 and other plans for the benefit of its 9. Liquidating dividend 13. To adopt by-laws- directors, trustees, officers and 10. Preferred dividend proper place 2. It must be held at the OCS-M employees; and 14. To amend, repeal or 11. To exercise such other powers as VALIDITY OF BY-LAWS stated date and at the adopt new by-laws- may be essential or necessary to carry appointed time or at a out its purpose or purposes as stated in reasonable time B/T-M & OCS-M 1. They must not be contrary 15. To delegate to board the articles of incorporation. to existing law and 3. It must be called by t inconsistent with the code of director the power proper person 4. There must be a previous to amend or repeal the 2. They must not be notice by- RELATIVE POWERS OF contrary to morals and 5. There must be a quorum laws-OCS-2/3 CORPORATION public policy 16. To revoke the 3. They must not impair REQUISITES OF NOTICE OF preceding power 1. Any act not prohibited obligation of contract 2. Only powers those MEETINGS delegated to the 4. They must be general board of directors- granted and uniform in their 1. Must be issued by one OCS-M operation and not CLASSIFICATION OF who has authority to 17. To fix the issued directed against CORPORATE POWERS particular individual issue it price of no par value 1. Those expressly grated or 5. They must be consistent 2. Must be In writing share-Q-M or authorized by law with the articles of 3. Must state the date, OCS-M 2. Those that is necessary to the incorporation time, place of the 18. To effect or amend exercise of the express or 6. They must be reasonable meeting the plan of merger or incidental power 4. Must state the business to consolidation- 3. Those incidental to its CONTENTS OF BY-LAWS be transacted thereat B/T-M & M/OCS-2/3 existence 5. Must be sent at a certain 19. To dissolve the 1. The time, place and time before the scheduled corporation- B/T-M IMPLIED POWERS OF manner of calling and meeting CORPORATION & M/OCS-2/3 conducting regular or 6. Must comply with any 20. To adopt a plan of special meetings of the other requirements distribution of assets 1. Acts in the usual course of directors or trustees; prescribed by laws/by- of NSC- B/T-M & M- business 2. The time and manner of laws 2/3 2. Acts to protect the debts calling and conducting owing to a corporation MATTERS AT WHICH THE PRESIDING OFFICER AT regular or special meetings 3. Embarking in different LAW REQUIRES SPECIFIC business of the stockholders or MEETINGS members; NUMBER OF VOTES 4. Acts in part or wholly to 1. President/chairman/vice- protect or aid employees 1. To amend the 5. Acts to increase business chairman articles of 2. Stockholder or member in acquisition of unissued purposes at a fair valuation equal incorporation, to a temporary capacity share to the par or issued value of the original, unissued stock issued; 3. Stockholder or member By purchase from the 3. Labor performed for or services stock chosen corporation of treasury 2. By sale of treasury actually rendered to the MANNER OF VOTING share corporation; stock after By transfer from a previous 4. Previously incurred incorporation for 1. Directly indebtedness of the corporation; stockholder of the money, property, or 2. Indirectly 5. Amounts transferred from service By means of proxies outstanding share or unrestricted retained earnings 3. By subscription to By a trustee under a existing subscription to to stated capital; and 6. Outstanding shares exchanged new stock voting trust agreement share for stocks in the event of 4. By making a stock By executors, reclassification or conversion. If non-stock corporation dividend administrators, receivers, or SOURCE OF CORPORATE By contract with the other legal representative CAPITAL MODES OF STOCK corporation the modes of appointed by court TRANSFER entering into which vary 1. Funds furnish by according to the charter shareholder 1. Endorsement and 2. Borrowings delivery of stock 3. Profits and stock certificate CONSIDERATION FOR HOW PARTICIPATION IN dividends 2. Transfer in a separate STOCKS CORPORATION ACQUIRED instrument DIFFERENT MODE BY 1. Actual cash paid to the 3. Judicial or extra- If stock corporation SHARE MAY ISSUED corporation; judicial settlement of By subscription contract 2. Property, tangible or intangible, with an existing corporation actually received by the 1. By subscription the estate corporation and necessary or before and after for the convenient for its use and lawful