Law on Private Corporations Section 6.

Dito, ang isang corporation ay pwedeng mag-

issue ng isang klase lang ng share, pwede rin mag-issue
TITLE I ng maraming klase ng share. But we still have to
GENERAL PROVISIONS DEFINITIONS AND remember that a corporation must have one class with
CLASSIFICATIONS complete voting rights.
CLASSIFICATION OF SHARE (Sec. 6)
Section1. Title of the Code. – This Code shall be known as A. By the Incorporators. Kailan ito nangyayari?
the “Revised Corporation Code of the Philippines” At the onset of the corporation the time na ini-
incorporate pa lamang siya dahil the
Section 2. Definition of Corporation. Sinasabi rito na ang incorporators will determine the authorized
corporation is an artificial being that created by operation capital stock. Kung anong authorized capital
of law. So, dito pa lang malalaman na natin ang attributes stock ng isang corporation by which it can
of corporation by mere reading its definition. transact its business. Kung anong klase ng share
ATTRIBUTES OF CORPORATION:
ang iissue, preferred ba or common ba, voting or
Artificial Being – meaning it is not a real person
non-voting.
pero itinutukoy na ng law na isa itong person dahil ang
corporation ay artificial being at mayroon siyang
B. Board of Directors and Stockholders. Kapag
personality although it is only an artificial but still it is ang mga ito ay wish to amend the classification
considered as a person. of a shares at iba pa. They will also alter the
Operation by Law – ibig sabihin nito ay ang classification of shares by amending the articles
corporations are not made by agreement but it requires a of incorporation by majority of votes.
special authority or grant from the state or the government. CLASSES OF SHARES IN GENERAL (Sec. 6)
Parang limited partnership, remember, ang limited a. Par Value Share. It has a specific value, ayun
partnership is a creation of law, so it cannot come into yung babayaran ng isang tao para sa share na
existence by mere agreement. iyon– ng capital stock. Par value is usually fixed
Right of Succession – a corporation can exist in the articles of incorporation and it will appear
perpetually. So, regardless of the debt, withdrawal, and also in the certificate of stock. It is also the
insolvency and incapacity of the individual stockholders or minimum issued price of share, minimum
members even if their interests in the shares of the stocks amount that stockholders will receive for the
are transferred to other individuals. Unlike in partnership, stock. But remember, it is usually not the price
may namatay lang dissolved agad. Nagresign, dissolved, or at which investors or stockholders will buy or
nag-withdraw pwede agad ma-dissolve yung partnership. sell the shares.
Pero dito ay mayroong capacity of continuous existence. b. No Par Value Shares. Hindi alam kung
Powers, attributes, and properties expressly magkano ang value ang nire-represent ng isang
authorized by law or incidental to its existence - no par value shares. Although, it always has an
issued value. So yung issued value is the amount
that you will pay for issue once a no-par value
Section 3. This section spills that there are major classes of
share.
corporation and those are stock and non-stock
corporations.
c. Voting Shares. They have the right to vote. It is
Stock Corporation – ito ay nag-iissue ng stocks given to the common stock and with help from
or shares by the word itself. Alam naman natin na bawat the preferred stock.
corporation may mga taong tinatawag na shareholders, and
may mga shareholders na kaunti ang shares at mayroon Section 7. This section is talks about founders’ shares.
namang malalaki at marami-rami ang shares. Founders’ shares issued to organizers or promoters of a
Non-Stock Corporation – while this, from the corporation. Nagse-share sila sa profit but they have
word itself na non-stock, hindi siya nag-iissue ng stocks or certain rights or privileges over other stock such as
shares and usually hindi siya for profit. Kapag non-stock ay exclusive right to vote and be voted for in an election for
walang concept of share, so lahat ng mga tao or owners sa directors.
corporation na iyon ay pantay-pantay. Well, actually hindi
shareholders ang tawag sa mga ito kundi members. Section 8. Redeemable or callable shares are usually
preferred shares. Redeemable sila at the fixed date or up
Section 4. Obviously, itong mga special corporations na ito to the option of either the corporation or the stockholder
are not corporations that covered by the RCCP kasi mga or both at a certain redemption price.
private corporations lang ang pinag-uusapan sa RCCP. But
still remember na kapag nagkaroon ng special corporation, Section 9. It is lawfully issued by the corporation. These
mayroong constitutional limitation. are already fully paid shares pero they acquired by the
corporation for one reason or another. It’s either na
Section 5. Ang mga bumubuo po ng corporations ay mga purchase redemption donation for future or other lawful
corporators and incorporators, stockholders and members.
means. Yung mga treasury shares, obviously, na sa
Sila yung mga taong nagko-comprise ng isang corporation.
treasury yan hahaha.
COMPONENTS OF CORPORATION (Sec. 5)
a. Corporators. it is comprised by stockholders,
shareholders, members, and incorporators. Any
person who is part of a corporation is called
corporator.
b. Incorporators. they are also members of a
corporation. They are the signatories to the articles
of incorporation. Obviously, all incorporators are
corporators but not all corporators are
incorporators.
c. Stockholders or Shareholder. These are the
owners of the stock in a corporation. They maybe
natural or juridical person.
d. Members. Corporator of a non-stock corporation.
 TITLE II
INCORPORATION AND ORGANIZATION OF
PRIVATE CORPORATIONS