Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more ➡
Download
Standard view
Full view
of .
Add note
Save to My Library
Sync to mobile
Look up keyword
Like this
28Activity
×
0 of .
Results for:
No results containing your search query
P. 1
Corporation

Corporation

Ratings: (0)|Views: 958|Likes:
Published by jayveeacequimson

More info:

Published by: jayveeacequimson on Mar 28, 2010
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, DOCX, TXT or read online from Scribd
See More
See less

11/12/2010

pdf

text

original

 
Corporation-
is artificial being created by operation of law, having the right of succession and the powers,attributes and properties expressly authorized by law orincident to its existence
Piercing the veil of corporate entity-
the juridicalpersonality of the corporation may be disregarded,where such personality is availed of:a.
 
defeat public convenienceb.
 
 justify the wrongc.
 
protect fraudd.
 
defend crime
T
he nationality of the corporationa.
 
Under the corporate rule-
the nationality of private corporation is where the stateunder whose laws such corporation wasorganized
 b.
 
Under the control test-
the nationality of private corporation is determined by thecitizenship of its
controlling
stockholder
 Incorporation rule-
the control test should be followedin case of war, for purpose of knowing whether aparticular corporation is an enemy corporation a testindicated by the need of national security
Classes of corporation formed under the code
a.
 
S
tock corporation
b.
 
N
on-stock corporation
S
tock corporation- a
corporation which have capitalstock divided into shares and are authorized todistribute to the holders of that share dividends
N
on-stock Corporation-
does not have shares of stockand therefore not authorized to distribute dividends.
Other kinds of Corporationa.
 
D
e jure corporation-
one which has beencreated in strict or substantial conformitywith the statutory requirements forincorporation and whose right to exist as acorporation is net subject either a collateralor direct proceeding for that purpose of thestate
 b.
 
D
e facto corporation-
which one whoseactually exists for all practical purposes as acorporation and whose right to exercisecorporate power, shall not be inquired intocollaterally in any private suit but may beinquired by solicitor general in a quowarrant to processing
c.
 
Corporation by estoppels-
one in which theparties in a given transaction are stopped todeny corporate existence to protectinnocent third persons
 d.
 
Corporation by prescription-
one which,without formal incorporation, has climbedto be a corporation, exercising corporatepowers for a long period of time, with thetolerance of the state example of which isthe roman catholic church
 e.
 
Corporate aggregate-
one composed of several natural person
 f.
 
Corporation sole-
which exist when areligious elder or leader,, incorporateshimself to manage the properties of hischurch
 g.
 
E
leemosynary corporation-
one organizedfor public charity
 h.
 
Civil corporation-
one organized on mattersor for purposes other than religious orecclesiastical
i.
 
R
eligious corporation-
those organized forecclesiastical or religious purposes
  j.
 
Close corporation-
is one whose articles of incorporation that:
 i.
 
A
ll of the corporation issued stock of all classes, exclusive of treasuryshares, shall be held of record by notmore than a specified number of persons not exceeding twenty
 ii.
 
A
ll of the issued stock of all classesshall be subject to one or morespecified restriction on transfer.
iii.
 
T
he corporation shall not list its stockin any stock exchange or make anypublic offering of its stock of anyclass.
k.
 
opeh corporation-
one where the stock isavailable for subscription or purchase byany person
l.
 
domestic corporation-
one organizedaccording to laws of the Philippines
m.
 
foreign corporation-
one organized underthe law other than the Philippines
n.
 
subsidiary corporation-
one the stock of which are controlled by anothercorporation known as a parent or hoklingcorporation
o.
 
condominium corporation-
one which maybe stock or non-stock organized by ownersof definite portions of a building foreffective management thereof 
p.
 
public corporation-
are those organized forgovernment of portion of state
q
.
 
q
uasi-
public corporation- are privatecorporation which have been given certainpowers of public nature such as the power
 
of eminent domain in order to enable it todischarge its duties for public benefit
r.
 
uasi corporation-
are public bodies whichresemble corporation to undertake publicor state work for general welfare, but theyare not corporations
Corporators-
those who compose a corporationwhether as stockholders or member at any time
Incorporators-
stockholders or members mentioned inthe articles of incorporations as originally forming andcomposing the corporation and are signatories to saidarticles of incorporation
S
tockholders-
or shareholders are corporators in a stockcorporation
Members-
are corporators of a non-stock corporation
Promoter-
one who brings together the persons whobecome interested in the enterprise and in procuringsubscriptions and sets in motion the machinery whichleads to the formation of the corporation.
Classes of sharesa.
 
C
ommon shares
 b.
 
Preferred share
 c.
 
C
umulative preferred shares
 d.
 
N
on-cumulative preferred shares
 e.
 
Participating preferred share
f.
 
N
on-participating preferred shares
g.
 
R
edeemable share
h.
 
C
onvertible share-option warrant
i.
 
Par value share
 j.
 
N
o par value share
k.
 
T
reasury share
l.
 
G
uaranteed share
m.
 
D
ebenture share
n.
 
E
scrow share
o.
 
D
eferred share
p.
 
W
atered share
q
.
 
B
onus share
r.
 
O
ver issued share
s.
 
V
oting share
t.
 
Promotions share
u.
 
S
treet certificate
v.
 
F
ounders share
L
egal Capital
Legal capital is that amount equal toa.
 
T
he aggregate of the par value of all issuedpar value shareb.
 
T
he aggregate of the cash or considerationreceived for issued no par value shares
Capital-
is the actual property or estate of thecorporation whether in money or property. It may behigher or lower than the capital stock
S
ubscribed capital stock-
it is that portion of the capitalstock subscribed by the subscribers, whether fully paidor not
Issued or capital stock-
refer to shares of stocks issuedto subscribers or stockholders whether fully or partiallypaid, as long as there is a binding subscriptionagreement, except treasury shares
S
hare stock-
it is one of the proportionate integers orunits of the capital stock, and is the interest or rightwhich the owner or holder thereof has in themanagement of the corporation and the share in theprofits and in the property and asets thereof ondissolution after payment of the corporate debts andobligations
Cumulative voting-
by cumulative voting a stock holderis entitled to cast such number as the number of sharesoutstanding entitled to vote in his name times the totalnumber of directors to be elected shall equal
Classification of corporate powera.
 
Ex
press power-
as the power enumeratedunder sec.36 of the code and such power statedin the article of incorporation
b.
 
Incident or inherent power-
are power whichpertains to the corporation as a juridical entity,regardless of whether they are legallyauthorized or not- such as the power to enter tocontract; the power to be sue and be sued
c.
 
Implied power-
implied from the express andinherent power
Classes of bonds a corporation may issue1.
 
D
ebenture bonds-
are not secured by anyspecific property but by the general credit of issuing corporation
 
2.
 
Mortgage bond-
secured by mortgage onspecific corporate property3.
 
Eq
uipment bond-
secured by mortgage orpledge on corporate movable property4.
 
Collateral trust bond-
secured by a lien onsecurities deposited with trustee constituting acollateral5.
 
G
uaranteed bond-
secured or guaranteed by acorporation other than the issuing corporation6.
 
Income bond-
may not be secured payable outof the net profits of the issuing corporation7.
 
Convertible bonds-
gives the holder the optionto convert them into a specific class of share

Activity (28)

You've already reviewed this. Edit your review.
1 hundred reads
Adan Pascua liked this
Adan Pascua liked this
Aly liked this
Aly liked this
rajneesha1 liked this
rajneesha1 liked this
chimera27 liked this

You're Reading a Free Preview

Download
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->