The Corporation Code of the Philippines
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Corporation defined
Section 2
An artificial being created by operation of
law, having the right of succession and
the powers, attributes and properties
expressly authorized by law or incident to
its existence.
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Attributes of a Corporation
1.It is an artificial being.
Doctrine of piercing the veil of corporate
entity or corporate fiction
2.It is created by operation of law.
3.It has the right of succession.
50 years renewal must be 5 years before
expiration
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Attributes of a Corporation
4. It has the powers, attributes and
properties expressly authorized by law or
incident to its existence.
Doctrine of limited capacity
powers expressly conferred upon by
law and its article of incorporation
those implied from such powers
expressly granted
incident to its existence
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PARTNERSHIP
CORPORATION
1.Created by mere
agreement of the
parties
1. Created by
operation of law
2.May be organized
by only two person
2.Requires at least
5 incorporators
3.Juridical personalityfrom the moment of
execution of the
contract
3from the
issuance of Cert of
Inc by the SEC
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PARTNERSHIP
CORPORATION
4.May exercise any
power authorized
by the partners
4. Exercise powers
expressly granted by
law or incident to its
existence
5.Every partner is
an agent of the
partnership
5..vested in the board
of directors or
trustees
6.No right of
succession
6.Has right of
succession
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PARTNERSHIP
CORPORATION
7.Partner may sue
co-partner who
mismanages
7. Suit must be in the
name of the
corporation
8.Personally &
subsidiarily liable to
third person
8. Stockholders are
liable only to the
extent of the shares
subscribed
9. Partner cannot
transfer his interest in
the partnership
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9. Stockholder has generally
the right to transfer his shares
without prior consent of the
other stockholders
PARTNERSHIP
CORPORATION
9. may be
established for any
period of time
9. may not be formed for a
term in excess of 50 years
extendible to not more than
50 years in any one
instance
10. May be dissolved
at any time by any or
all of the partners
10. Can only be
dissolved with the
consent of the State
11. Governed by the
NCC
11. Governed by the
Corporation Code
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CLASSIFICATIONS OF CORPORATIONS
As to whether shares of stock are issued or not
A.stock corporation
B.non-stock corporation
.As to state or country under whose laws it was created
A.domestic corporation
B.foreign corporation
.As to number of persons composing them
A.aggregate corporation a corporation consisting of
more than one person or member
B.corporation sole- a corporation consisting of only one
person or member
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CLASSIFICATIONS OF CORPORATIONS
As to whether its purpose is public or private
A.Public corporation
B.Private corporation
.As to whether its purpose is charitable or not
A.Eleemosynary corporation -charitable
B.Civil corporation-business or profit
.As to whether its purpose is religious or not
A.Ecclesiastical- religious
B.Lay Corporation -other than for religion
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CLASSIFICATIONS OF CORPORATIONS
As to their legal right to corporate existence
A.De jure corporation-created in strict or substantial
conformity with the mandatory statutory requirements for
incorporation
B.De facto corporation colorable compliance
.As to their relation to another corporation or other
corporations
A.Parent corporation
B.Subsidiary corporation
.As to whether its shares may be held by the public or
not
A.Close corporation
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B.Open
corporation
CLASSIFICATIONS OF CORPORATIONS
Other Classifications
A.Corporation by prescription exercised corporate
powers for an indifinite period without interference on
the part of the Sovereign
B.Corporation by estoppel group of persons that
assumes to act as a corporation knowing it to be without
authority to do so,
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COMPONENTS OF A CORPORATION
A.Corporators stockholders or members
B.Incorporators mentioned in the Articles of
Incorporation; signatories of such document
C.Stockholders owners of shares of stock *stock
corp.
D.Members *non-stock corp.
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CLASSIFICATION OF SHARES
*SHARE OF STOCK one of the units into which the capital
stock of the corporation is divided
*STOCK CERTIFICATE- the written acknowledgement by the
corporation of the stockholders interest in the corporation and
its property
A.REDEEMABLE SHARES
1.
2.
3.
4.
May be issued by the corporation only if expressly provided in the
Articles of Incorporation
May be deprived of voting rights
May be purchased or taken up by the corporation upon the expiration
of a fixed period,regardless of the existence of unrestricted RE in the
books of corporation
Terms and conditions for their redemption must be stated in the Articles
and the
stock certificate
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CLASSIFICATION OF SHARES
B.FOUNDERS SHARE
1. Must be classified as such in the Articles of
Incorporation
2. May be given rights and privileges not enjoyed by
other shares subject to the following limitations:
. Exclusive right to vote and be voted for in the
election of directors is granted must be for a
limited period not exceeding 5 years subject to the
approval of the SEC
.The five-year period begins from the date of the
said approval.
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CLASSIFICATION OF SHARES
C.TREASURY SHARES
1. No voting rights as long as they remain in the
Treasury
2. Not considered outstanding shares
3. Not entitled to dividends
4. May again be disposed of for reasonable price
fixed by the board of directors
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CLASSIFICATION OF SHARES
D.WATERED STOCK
.Issued without consideration or with no adequate
consideration
.Issued below par value
E.VOTING SHARES
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CLASSIFICATION OF SHARES
F. NON-VOTING SHARES may nevertheless vote
in the following matters:
1. Amendment of the articles of incorporation
2. Adoption and amendment of By-laws
3. Sale, lease, exchange, mortgage pledge or other disposition of
4.
5.
6.
7.
8.
all or substantially all of the corporate property
Incurring, creating or increasing bonded indebtedness
Increase or decrease of capital stock
Merger or consolidation of the corporation with another
corporation or other corporations
Investments of corporate funds in another corporation or
business
Dissolution of the corporation
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ARTICLES ON INCORPORATION
1. The name of the corporation
2. Purpose/s of the corporation
3. The place of the principal office which must be in the
Philippines
4. The term of existence
5. Names, nationalities and residences of the incorporators
6. Number and qualifications of incorporators
7. Number, nationalities and residences of the directors or
trustees
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ARTICLES ON INCORPORATION
8. The amount of authorized capital stock in lawful money of
the Philippines, if the number of shares are without par
value, the number of authorized shares and the fact that
they are without par value must be stated
9. Other matters not inconsistent with law and which the
incorporators may deem necessary or convenient
10.The name of the temporary treasurer elected (treasure-intrust)
11.Notarial acknowledgement
12.Treasurers affidavit
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Amendment of Articles of Incorporation
PURPOSE
It must be for legitimate purpose.
VOTE REQUIRED
a. Majority vote of the Directors, and
b. the vote or assent of
2/3 of the outstanding capital stock(for stock)
2/3 of the members (for non-stock)
REQUIREMENTS OF AMENDMENTS
The original and the amended articles shall be indicated
by underscoring the change or changes made.
EFFECTIVITY
Upon approval;by the SEC or from the date of filing with the
Commission if not acted upon within 6 months from the date of
filing for www.company.com
a cause not attributable to the corporation
NON-USE OF CORPORATE CHARTER
FOR 2 YEARS
The corporation shall be deemed
dissolved if it does not formally organize,
commence the transaction of its business
or the construction of its works within 2
years from the date of incorporation
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CONTINOUS NON-OPERATION FOR 5
YEARS
If a corporation has commenced the
transaction of its business but
subsequent becomes continuously
inoperative for a period of at least 5 years
REVOCATION
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