A. Corporation An artificial being, created by operationof law, having the capacity of succession and thepowers, attributes and properties expressly authorized by law or incident to its existence (Sec.2, CC).B. Attributes of Corporation1.
Artificial being It has a juridical personality existsindependently from stockholders,members or its officersa.
Doctrine of Corporate Entity
Acorporation comes into existenceupon the issuance of the certificate of incorporation (Sec 19, CC). Then andonly then will it acquire a juridicalpersonality to sue and be sued, enterinto contracts, hold or convey property or perform any legal act, inits own name.i)
Residence and nationality
the Code does not providefor any citizenshiprequirement but only residency requirement for thequalification of incorporatorsii)
(a)Due process (Albert v.University Publishing, Inc.(13 SCRA 84 ); (b)Equal protection of law (Smith Bell and Co. v.Natividad, 40 Phil. 136); (c) Protection againstunreasonable search andseizure (Stonehill v. Diokno,20 SCRA 383 .iii)
Since acorporation is a mere legalfiction, it cannot be heldliable for a crime committedby its officers. It does nothave the essential element of malice.iv)
Right to recover moraldamages. A corporation isnot entitled to moraldamages because it has nofeeling, no emotions, nosenses (ABS
CBN v. CA,GR No. 128690, Jan 21,1999).However a corporationis entitled for moral damagesin cases of libel, slander, orany form of defamation. Art.2219(7) of the Civil Codedoes qualify whether theplaintiff is a natural orjuridical person (FilipinasBroadcasting Network. v. Ago Medical andEducational Center-Bicol, et.al, GR No. 141954, Jan. 17,2005)b.
Doctrine of piercing the veil of corporate entity
the doctrine that acorporation is distinct from theperson composing it is a theory introduced for purposes of convenience and to serve the ends of justice. But when the veil of corporate fiction is used as a shield todefeat public convenience, justify wrong, protect fraud or defend acrime, this fictin shall be disregardedand the individuals composing it willbe treated identically (Cruz v. Dalisay,152 SCRA 487 ).It means that while thecorporation cannot be generally heldliable for act or liabilities of itsstockholders or members, and vice versa because a corporation has apersonality separate and distinct fromits members or stockholders,however the corporate existence isdisregarded under this doctrine whenthe corporation is formed or used forillegitimate purposes, particularly, as ashield to perpetuate fraud, defeatpublic convenience, justify wrong,evade a just and valid obligation ordefend a crime. The doctrine requires the courtto see through the protective shroud which exempts its stockholders fromliabilities that they are ordinarily would be subject to, or distinguishesa corporation from a seemingly separate one, were it not for the