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ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.

5/13/2011

Incorporation and Organization of Private


Corporations

Mercantile Law

Corporate name
Qualifications of incorporators
Corporate term

CORPORATION LAW

Capital stock
Amount of capital stock to be subscribed and paid for the

purposes of incorporation
Articles of incorporation and By-laws

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Prof. Ferdinand Sales

General Provisions
vision

Corporation
on Code of
o the Philippines (Batas

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Contents
nt
of the Articles of Incorporation

being incorporated

Principal office
Term for which the corporation is to
o exist

Specific purpose or purposes for which the corporation is

The names, nationalities and residences


sidence of the

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Name of the corporation

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Pambansa
Definition
on
Concession theory
Doctrine of Legal Entity
Classes of Corporations
Close corporation
Corporations created by special law or charter
Incorporators
Classification of shares

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incorporators

The number of directors or trustees


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Authorized capital stock;


ock; if it be a non-stock corporation,

apita
the amount of its capital

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Classification of shares

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Such other matters


ters as ar
are not inconsistent with law

Contents of by-laws

With Par Value

Time, place and manner of calling and


nd conducting regular or special

No Par Value

The required quorum in meetings of stockholders


stockh
or members and the

Common and Preferred

The form for proxies of stockholders


lders an
and members and the manner of

Voting

The qualifications, duties


es and compensation
com
of directors or trustees,

voting therein

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manner of voting therein

officers and employees


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Non-voting

s; stockhold
meetings of the directors or trustees;
stockholders or members

Founders shares

Such other matters


ers as may be necessary for the proper or convenient

Treasury shares

officers

Redeemable shares

The time for holding


ding the annual
annu election of directors or trustees
The manner of election or appointment and the term of office of all

transaction of its corporate business and affairs

Doctrine on equality of shares

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ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.


5/13/2011

10

Amendments

Meetings

Amendment of Articles of Incorporation

Regular and special meetings of stockholders or

members

Enabling Resolution

Place and time of meetings of stockholders or members

Grounds when articles of incorporation or amendment

Quorum in meetings

may be rejected or disapproved

Regular and special meetings of directors or trustees

Amendment of By-laws

Proxies

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Voting Trusts

Board of Directors/trustees/officers
ectors

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Consideration
on
for stocks
Actual cash paid to the corporation

Election of directors or
o trustees

Property, tangible or intangible, actually received by the

Removal of Dire
Directors or trustees

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Powers of Corporations

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Executive Committee

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Compensation of directors

Vacancies in the office of director or trustee

corporation and necessary or convenient for its use and


lawful purposes at a fair valuation equal
qua to the par or
issued value of the stock issued;
Labor performed for or services actually rendered by the
corporation
Previously incurred indebtedness
dness o
of the corporation
Amounts transferred from
rom unrestricted
es
retained earnings
to stated capital; and
d
Outstanding shares
res excha
exchanged for stocks in the event of
reclassification or conve
conversion

Corporate
e officers

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Merger and Consolidation


on
Plan or merger of consolidation
on

Power to increase or decrease capital stock;

Stockholders or members approval

create or increase bonded indebtedness


Power to deny pre-emptive right
Power to invest corporate funds in another
corporation or business for any other purpose
Power to declare dividends
Ultra vires acts of corporations

Articles of merger or consolidation


solidatio

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Power to extend or shorten corporate name

Effectivity of merger or consolidation


consoli

Effects of merger or conso


consolidation

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ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.


5/13/2011

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Appraisal right

Dissolutions
Voluntary dissolution where no creditors are affected

Instances of appraisal right

Voluntary dissolution where creditors are affected

How right is exercised

Dissolution by shortening corporate term

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Involuntary dissolution

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Foreign
ore corporations

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Definition and rights of foreign corporations

Right to vote

Application for license


Issuance of license

Securities deposit
Who may be resident agent
Amended license

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Reportorial Requirements
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Special Corporations

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Revocation of license

Place of meetings

Non-transferability
on-tr
of membership

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Non-stock corporations
orpora

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General Information
rmation S
Sheets

Religious corporations

Audited Financial
nancial Statements

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Educational corporations

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ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.


5/13/2011

19

SEC Retained Jurisdiction


PD 902-A
Securities Regulation Code
Corporation Code of the Philippines
Financing Company Act
Lending Investors Regulation Act
Investment Company Act

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Investment Houses Law as amended

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