CORPORATION

Shareholders Register to DTI if sole proprietorship

Register to SEC if partnership or corporation
Board of Directors (President)
Corporation- statutory minimum requirements
Officers (CEO) 1. Not similar or not confusingly similar so as to result to fair competition
 Unfair competition- same nature; product of services has the same
Managers nature/ characteristics
2. Not use vulgar words
Supervisors  Not against morality
 Article 1306. The contracting parties may establish such stipulations,
Employees clauses, terms and conditions as they may deem convenient, provided
 Major shareholder does not represent the corporation they are not contrary to law, morals, good customs, public order, or public
 Corporation cannot be converted to partnership policy.
 Partnership can be converted to corporation 3. Product: No generic terms
 GR: Every partners is an agent of the partnership 4. All should be natural persons, of legal age, and majority must be resident of the
o Except: If there is appointed managing partner Philippines
 i.e A, B } Partners C/CDE Corporation 5. 50%+1
 100% Filipino-owned
Domiciliary Test- nationality of a corporation principal based in ________
Control Test- widely used and most accurate TERM OF EXISTENCE
Grandfatherhood Test- percentage of control regardless of nationality The termination on the 51st year means:
 Dividends declared to stockholders
PIERCING THE VEIL GROUNDS  Settle obligations creditors
1. If done to defraud government
2. If done to evade payment of liability Capital stock- entire stock; inchoate (part of total)
3. If done to conduit  For a period of 6 mos the business operation must commence, dissolve if
4. If done to evade compliance not
5. If done to evade financial obligation Assignment: SEC Website (ParCor)
CHECKLIST: When to pierce corporate veil (Yes or No)  Flowchart
 Rights and obligation of corporation then stockholder  Citizen’s charter (MIDTERM QUESTION)
 Possibility of non enforcement of those rights and obligations 1. Create a partnership or corporation and dissolve
 Look into the purpose of putting up a corporation  Know the flow/process
Corporate shielding 2. Make articles of incorporation

A Corporation with A, B and C stockholders vs. B Corporation also with A, B and C

stockholders are not interlocking directorate (multiple directors); not pierce corporate veil
(refer to 3)

Natural person- incorporator must be natural persons; foreign citizenship allowed

Juridical person- not allowed claiming for moral damages; I.e Corporation and partnership.
Corporation × to partnership but stockholder √ partnership