ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.

5/13/2011

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Incorporation and Organization of Private

Mercantile Law Corporations
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
Prof. Ferdinand Sales

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General Provisions
vision Contents
nt of the Articles of Incorporation
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Corporation
on Code of
o the Philippines (Batas Name of the corporation
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Pambansansa Blg. 68
6 Specific purpose or purposes for which the corporation is
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Definition
on being incorporated
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Concession theory Principal office

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Term for which the corporation is to

o exist

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Doctrine of Legal Entity
Classes of Corporations The names, nationalities and residences
sidence of the
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incorporators
Close corporation
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The number of directors or trustees

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Corporations created by special law or charter
Authorized capital stock;
ock; if it be a non-stock corporation,
Incorporators
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the amount of its capital
Classification of shares
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Such other matters

ters as ar
are not inconsistent with law
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Classification of shares Contents of by-laws

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Time, place and manner of calling and

nd conducting regular or special
With Par Value s; stockhold
meetings of the directors or trustees; stockholders or members
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No Par Value The required quorum in meetings of stockholders

stockh or members and the
manner of voting therein
Common and Preferred
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The form for proxies of stockholders

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and members and the manner of
voting therein
Voting The qualifications, duties
es and compensation
com of directors or trustees,
Non-voting officers and employees
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The time for holding

ding the annual
annu election of directors or trustees
Redeemable shares The manner of election or appointment and the term of office of all
officers
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Founders shares Such other matters

ers as may be necessary for the proper or convenient
Treasury shares transaction of its corporate business and affairs

Doctrine on equality of shares

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7 10

Amendments Meetings
Amendment of Articles of Incorporation Regular and special meetings of stockholders or
Enabling Resolution
members
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
Voting Trusts

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Board of Directors/trustees/officers
ectors Consideration
on for stocks
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Election of directors or
o trustees Actual cash paid to the corporation
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Corporate
e officers Property, tangible or intangible, actually received by the
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corporation and necessary or convenient for its use and

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Removal of Dire
Directors or trustees lawful purposes at a fair valuation equal
qua to the par or
Vacancies in the office of director or trustee issued value of the stock issued;
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Compensation of directors Labor performed for or services actually rendered by the
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Executive Committee corporation
Previously incurred indebtedness
dness oof the corporation
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Amounts transferred from

rom unrestricted
es retained earnings
to stated capital; and
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Outstanding sharesres excha
exchanged for stocks in the event of
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reclassification or conve
conversion
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Powers of Corporations Merger and Consolidation

on
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Power to extend or shorten corporate name Plan or merger of consolidation

on
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Power to increase or decrease capital stock; Stockholders or members approval

Articles of merger or consolidation
solidatio
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create or increase bonded indebtedness

Effectivity of merger or consolidation
consoli
Power to deny pre-emptive right
Effects of merger or conso
consolidation
Power to invest corporate funds in another
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corporation or business for any other purpose

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Power to declare dividends

Ultra vires acts of corporations

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13 16

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
Involuntary dissolution

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Non-stock corporations
orpora Foreign
ore corporations
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Right to vote Definition and rights of foreign corporations
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Non-transferability
on-tr of membership Application for license
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Place of meetings Issuance of license

Securities deposit
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Who may be resident agent
Amended license
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Revocation of license
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Special Corporations Reportorial Requirements

nts
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Educational corporations General Information

rmation S
Sheets
Religious corporations Audited Financial
nancial Statements
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h
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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
Investment Houses Law as amended

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