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Reviewer For Corporation
Reviewer For Corporation
be
a
personal
or
movable property
Affidavit of Good Faith
Required
Mortgagor
cannot
alienate
the
thing
mortgaged without the
written consent of the
mortgagee
No right of redemption
Cannot secure
obligations
future
be real or immovable
property
Not Required
Mortgagor can alienate
the thing mortgaged
without the consent of
the mortgagee and any
such prohibition is void
There can be right of
redemption
in
extrajudicial foreclosure
and
in
judicial
foreclosure by banks
Can
secure
future
obligations
CORPORATION CODE
Page 46 of 124
Engineering
Law
on
Private
Corporations.
4. As to legal status:
a. De jure corporation Corporation
organized in accordance with
requirements of law;
b. De facto corporation Corporation
where there exists a flaw in its
incorporation.
DE
Page 51 of 124
Existence in
Law
Dealings
among
parties on a
corporate
basis
Effect of lack
of requisites
Table 3
De Facto
Yes
By Estoppel
None
Not required
Required
Could be a
corporation
by estoppel
Not
a
corporation
in any shape
or form
Page 52 of 124
c.
d.
e.
f.
Table 4
Shares of Stock
Certificate of Stock
Unit of interest in a Evidence of the holders
corporation
ownership of the stock
and of his right as a
shareholder and up to the
extend specified therein
It is an incorporeal or It is concrete and tangible
intangible property
It may be issued by the May be issued only if the
corporation even if the subscription is fully paid
subscription is not fully
paid
SEC. 64.
Issuance of stock certificates No
certificate of stock shall be issued to a subscriber
until the full amount of his subscription together with
interest and expense (in case of delinquent shares), if
any is due, has been paid.
Bitong v. Court of Appeals, 292 SCRA 503 (1998)
The certificate of stock must be signed by the
President or Vice-President and countersigned by the
Corporate Secretary or the Assistant Secretary
otherwise it is not deemed issued.
TRANSFER OF SHARES:
1. If represented by a certificate, the following
must be strictly complied
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a. Delivery
thethiscertificate;
b. Indorsement by the owner or his
agent;
c. To be valid to third parties, the
transfer must be recorded in the
books of the corporation.
2. If NOT represented by the certificate (such
as when the certificate has not yet been
issued or where for some reason is not in the
possession of the stockholder):
SUITS BY STOCKHOLDERS/MEMBERS:
1. Derivative Suits those brought by one or
more stockholders/members in the name and
on behalf of the corporation to redress
wrongs
committed
against
it,
or
protect/vindicate corporate rights whenever
Page 56 of 124
Page 60 of 124
DISSOLUTION
DISSOLUTION Extinguishment of the franchise of
a corporation and the termination of its corporate
existence.
MODES OF DISSOLUTION:
1. Voluntary dissolution where no creditors
are affected
a. A meeting must be held on the call of
directors or trustees;
b. Notice of the meeting should be given to
the stockholders by personal delivery or
registered mail at least 30 days prior to
the meeting;
c. The notice of meeting should also be
published for 3 consecutive weeks in a
newspaper published in the place;
d. The resolution to dissolve must be
approved by the majority of the
directors/trustees and approved by the
stockholders representing at least 2/3 of
the outstanding capital stock or 2/3 of
members;
e. A copy of the resolution shall be certified
by the majority of the directors or
trustees and countersigned by the
secretary;
f. The signed and countersigned copy will
be filed with the SEC and the latter will
issue the certificate of dissolution.
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2. Voluntary dissolution
where
creditors are
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a. Approval
of
the
stockholders
representing at least 2/3 of the
outstanding capital stock or 2/3 of
members in a meeting called for that
purpose;
b. Filing a Petition with the SEC signed by
majority of directors or trustees or other
officers having the management of its
affairs verified by President or Secretary
FOREIGN CORPORATION
FOREIGN CORPORATION A corporation formed,
organized or existing under any law other than
those of the Philippines, and whose laws allow
Filipino citizens and corporations to do business
in its own country or state.
DOING BUSINESS with regard to FOREIGN
CORPORATIONS Continuity of commercial
dealings incident to prosecution of purpose and
object of the organization. Isolated, occasional or
casual transactions do not amount to engaging in
business. But where the isolated act is not
incidental/casual but indicates the foreign
corporations intention to do other business, said
single act constitutes engaging in business in the
Philippines.
DOING BUSINESS UNDER THE FOREIGN
INVESTMENT ACT:
1. Doing Business
a. Soliciting orders, service contracts,
opening offices
b. Appointing representatives, distributors
domiciled in the Philippines or who stay
for a period or periods totaling 180 days
or more;
c. Participating
in
the
management,
supervision or control of any domestic
business, firm, entity, or corporation in
the Philippines;
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d. Any act
acts
that
imply a continuity of
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commercial dealings or arrangements,
and contemplate to some extent the
performance of acts or works or the
exercise of some functions normally
incident
to
and
in
progressive
prosecution of, the purpose and object of
its organization.
2. Not Doing Business
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