Professional Documents
Culture Documents
on
equitable
considerations, this fiction will
be
disregarded
and
the
individuals composing it will be
treated as identical.
Group Members:
Aban, Janus Mari A.
Caete, Rizza Rica R.
Gaudiel, Daniel Kien T.
Lunsayan, Daphne B.
Mental, Daniel V.
Roldan, Rener Michael C.
Zambrano, Annalou Q.
Corporations and
Juridical Entities
Other
Corporations
Corporation, defined
Section 2, Corporation Code: 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.
Attributes of a corporation
An artificial being.
Created by operation of law.
It has the right of succession.
It has only the powers,
attributes
and
properties
expressly authorized by law or
incident to its existence.
Doctrine of Corporate Entity
A corporation is a legal or
juridical
person
with
a
personality separate and apart
from its individual stockholders
or members and from any
other legal entity to which it
may be connected or related.
Dotrine of Piercing the veil of
Corporate Entity
Where the fiction of corporate
entity is being used as a cloak
or cover for fraud or illegality,
or
to
defeat
public
convenience, justify wrong,
protect fraud, or defend crime
or for ends subversive of the
policy and purpose behind its
over
Note
All foreign corp lawfully
doing business here in
the Phil shall be bound
by all laws, rules and
regulations applicable to
domestic
corp
XPNs
provisions
for
the
creation,
formation,
organization
or
dissolution of corp or
those which fix the
relationships
and
liabilities or duties of the
stockholders, members
or officers of the corp to
each other.
License Requirements
Application shall be under oath and
shall specifically set forth the
following, unless already stated in its
articles of incorporation:
1) Date and term of incorporation;
2) Address,
including
street
number, of the principal office of
the corporation in country or
state of incorporation;
3) Name and address of its resident
agent authorized to accept
summons and process in all
legal proceedings, and pending
the establishment of a local
office, all notices affecting the
corporation;
4) Place in the Philippines where
the
corporation
intends
to
operate;
5) Specific
purpose/s
of
the
corporation which it intends to
pursue in the transaction of its
business in the Philippines;
6) Names and addresses of present
directors and officers;
7) Statement of its authorized
capital stock and the aggregate
number
of
shares
which
corporation has authority to
issue;
8) Statement of its outstanding
capital stock and the aggregate
number of shares issued;
9) Statement
of
the
amount
actually paid in;
10) Such additional information as
may be appropriate in order to
enable
SEC
to
determine
whether such corporation is
entitled to a license.
Grounds for revocation of the
license of a foreign corporation:
Failure to appoint and maintain
a resident agent in the
Philippines;
Failure, after change of its
resident agent or of his address
to submit to submit to the SEC
a statement of such change;
Transacting business in the
Philippines outside of the
purpose or purposes for which
such corporation is authorized
under its license;
Transacting business in the
Philippines as an agent of or
acting for and in behalf of any
foreign corporation or entity
not duly licensed to do
business in the Philippines; or
Any other grounds as would
render it unfit to transact
business in the Philippines.
Doing Business without a License
Section 133, Corporation Code
no foreign corporation transacting
business
in
the
Philippines
without
a
license,
or
its
successors or assigns, shall be
permitted
to
maintain
or
intervene in any action, suit, or
proceeding in any court or
administrative agency of the
Philippines; but such corporation
may be sued or proceeded
against before Philippine courts or
administrative tribunals on any
If foreign corp.,
not duly licensed, it cannot be
permitted to maintain or
intervene in any action BUT it
can be sued before any court
XPN
Isolated transaction
Action to protect trademark,
trade name, good will,
patent
or
for
unfair
competition
Agreement fully transacted
outside the Phil
Petition filed is merely a
corollary defense in a suit
against it
In case of estoppel
Rule on receivership
Principal receiver
State of incorporation
Ancillary receiver
State where the corporation
has assets.
weeks
(newspaper
of
Gen.circulation)
4. If the foreign corp. sues merely
on isolated acts, the action
may be allowed even w/o a
license
Multi-national corporations
Are cluster of corporation of
diverse
nationalities
joined
together by ties of common
ownership and responsive to a
common management strategy
Jurisdiction
over
a
local
counterpart may amount to
jurisdiction on the parent
company if the local if the local
counterpart is only a branch
and is w/o separate judicial
personality from the mother
company and when such local
counterpart is but a conduit or
alter-ego
of
the
parent
company
However, if the local counter is
a subsidiary with an entirely
distinct
personality,
jurisdiction over the local
counterpart is not jurisdiction
over the parent company
Note: A subsidiary is one which is
incorporated separately from the
mother company, thus obtaining its
own judicial personality.
Partnerships
Conflict rules on partnership
The personal law of the partnership
(law of the place where it was
created) shall govern the following:
1. The existence or non-existence
of the legal or juridical
personality of the partnership
2. The capacity of the firm to
contract
3. The liability of the firm and the
partners to third person
* Those formed not in the Phil dont
have juridical personality in the Phil