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Corporation (Batas Pambansa Blg.

- Effect on May 1, 1980

Corporation, concept attributes

1. An artificial being
2. Created by operation of law
3. Has the right of succession
4. Has powers, attributes, property expressly authorized by law and incident to its

Classification of partnership
1. Whether share of stock are issued or not
a. Stock corp stocks divided into share
b. Non-stock no part of income is distributable
2. State or country under whose law it was created
a. Domestic - under Phil. Law
b. Foreign law other than Phil.
3. Number of persons composing them
a. Corp aggregate
b. Corp sole
4. Purpose public or private
a. Public corp eg. Prov., city, municipality
b. Private corp private purpose
ii. Quasi public granted franchise by state to perform public function
(still for profit) eg. Meralco
5. Purpose religious or not?
a. Ecclesiastical religious purpose
b. Lay corp other than religious
6. Charitable or not?
a. Eleemosynary for charitable purpose
b. Civil for business or profit
7. Legal right to corp. existence?
a. De jure created in strict compliance in all legal req.
b. De facto defectively created; due existence can be attacked directly in quo
warranto proceeding but existence cannot be attacked indirectly. For
defactoto exist ff. conditions must be present
i. Valid law under which it is created
ii. Attempt in good faith to incorporate
iii. Actual exercise of corp powers
iv. Certi of incorp issued despite a defect in its incorp.
Note: defects that will result in creation of de facto corp (a) majority of
incorp not resident of phil. (b) name of corp, similar to that of existing
(c) acknowledgement defective.
FF. will preclude even the existence of de facto corp. (meaning no de
facto corp is created) (a) absence of AOI (b) failure to file AOI
8. Relation to another corp or other corp
a. Parent
b. Subsidiary
9. Shares held by public or not
a. Close
b. Open
10. Other classi
a. Corp by prescription
b. Corp by estoppel Liablity of persons assuming to act as corp.
i. Persons liable as general partners for debts, liab and damages
ii. Person cannot resist performance thereof on the ground that there
were in fact no corporation

1. Corporators
(those who STOCK: MEMBERS (3)
composed corp)

of Corporation

names mentioned
in articles
signatories thereto