BOHOL INSTITUTE OF TECHNOLOGY – INTERNATIONAL COLLEGE

SCHOOL OF LAW
TAGBILARAN CITY

COURSE SYLLABUS
For
CORPORATION LAW
2nd Semester of the Academic Year 2019-2020

COURSE NO :

CREDIT : 4 units (4 lecture hours per week)

PRE-REQUISITE : None

PROFESSOR : MAREIN ASSUMPTA E. MAKINANO

COURSE DESCRIPTION

This is a study of the law on the Revised Corporation Code. We will deal with the how a
corporation is different from other business establishments, how it is formed and
dissolved, different kinds of corporation and discuss the obligations of the corporation
and its stockholders and members.

LEARNING OUTCOMES AND COMPETENCIES

At the end of the semester, the student will have to be able to:

1. To have knowledge of the subject as well as relevant jurisprudence;

2. To appreciate the importance of the subject to society;
3. To apply the law in a given problem;
4. To assist in enforcing rights under this law;

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COURSE OUTLINE

CORPORATION

I. General Provisions

a. Sole Proprietorship, Partnership and Corporation Distinguished

b. Corporation Defined, Sec. 2, Attributes & Types
c. Nationality of a Corporation
Narra Nickel Mining vs. Redmont, G.R. No. 195580, April 21, 2014
d. Doctrine of Piercing the Corporate Veil
Solidbank Corporation vs. Mindanao Ferro Alloy Corporation, G.R. NO. 153535.
July 28, 2005
e. Concept of Artificial Being
Zambrano vs. Phil. Manufacturing, G.R. No. 224099, June 21, 2017
CIR vs. Norton and Harrison Company, G.R. No. L-1768, August 31, 1964
Francisco Motors Corporation vs. CA, G.R. No. 100812, June 25, 1999
Kukan International Corporation vs. Hon. Amor Reyes, G.R. No.
182729, September 29, 2010
f. Classification of Corporation, Sec. 3
Gamboa vs. Teves, G.R. No. 176579, October 9, 2012 (I and II, I and the MR)
Roy vs. Herbosa, G.R. No. 207246, November 22, 2016
g. Types of Capital
h. Classes of Shares
i. Doctrine of Equality of Shares

II. Incorporation and Organization of a Private Corporation

a. How to Incorporate
b. Corporate Term, Sec. 11
c. Contents of Articles of Incorporation, Sec. 14
Industrial Refractories Corporation vs. CA,G.R. No. 122174, October 3, 2002
Zuellig Freight And Cargo Systems vs. NLRC, G.R. No. 157900, July 22, 2013
d. Commencement of Corporate Existence, Sec. 19
e. De Facto Corporation, Sec. 20
Seventh Day Adventist vs. NorthEastern Mindanao Mission, G.R. No.
150416, July 21, 2006
f. Corporation by Estoppel, Sec. 21
g. Amendment if the Articles of Incorporation, Sec. 16
h. Rejection of Disapproval of Articles, Sec. 17
i. Effect of Non-Use of Corporate Charter and Continuous Operation of a
Corporation, Sec. 22
j. By Laws, Sec. 47-48
Loyola Grand Villas HomeOwner Association Inc. vs. CA, G.R. No. 117188
August 7, 1997
Grace Christian High School vs. CA, G.R. No. 108905. October 23, 1997
ChinaBank vs. CA, G.R. No. 100683. May 9, 2001
Cebu Mactan Members Inc. Vs. Tsukahara, G.R. No. 159624 : July 17, 2009
Gokongwei Jr. vs. SEC, G.R. No. L-45911 April 11, 1979
k. Subscribed Capital Stock
l. Board of Directors, Sec. 22-23
m. Disqualification, Sec. 26
n. Election of Directors, Sec. 24- Sec. 25
o. Compensation of Directors, Sec. 30

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 p. Business Judgement Rule
Magaling vs. Ong, G.R. NO. 173333 : August 13, 2008
James Kent and Maharlika Schulze vs. Tullett Prebon
q. Doctrine of Corporate Opportunity, Sec. 34
r. Liability of Directors, Trustees, Officers, Sec. 31
s. Independent Directors, Sec. 17.2 of RA 8799
t. Interlocking Directors, Sec. 31
u. Removal of Directors/ Trustees, Sec. 27
Buenas V. Ongco, G.R. No. 163356-57, July 1, 2015
v. Vacancies in the Office of the Director or Trustee, Sec. 28
Valle Verde Country Club vs. Africa,G.R. No. 151969, September 4, 2009
w. Creation of Committees, Sec. 34
Filipinas Port Services, Inc. Vs. Go, G.R. No. 161886, March 16, 2007
x. Pre-incorporation Subscription, Sec. 60
y. Consideration for Stocks, Sec. 61
z. Liability of Watered Stocks, Sec. 64
aa. Trust Fund Doctrine
Halley vs. Printwell, G.R. No. 157549
bb. Certificate of Stock and Transferring Stocks - Sec. 62
Teng vs. SEC, G.R. No. 184332, February 17, 2016
F&S Velasco vs. Madrid, G.R. No. 208844, November 10, 2015
cc. Rights of Unpaid Shares, Non-delinquent, Sec. 71
dd. Payment of Balance of Subscription, Sec. 66
ee. Effect of Delinquency- Sec. 70
ff. Delinquency Sale- Sec. 67
gg. Lost or Destroyed Certificate- Sec. 72

III. Powers of Corporation

Teresa Electric and Power vs. Public Service Commission, G.R. No. L-21804,
September 25, 1967
Republic vs. Acoje Mining Company, G.R. No. February 28, 1963

a. Power to Extend or Shorten Corporate Term, Sec. 36

b. Power to Increase or Decrease Capitol Stock or Increase Bonded in
Indebtedness, Sec.37
c. Section 8.1, Securities and Regulation Code
d. Power to Deny Pre-Emptive Right, Sec. 38
Majority Stockholders of Ruby Industrial Corporation vs. Miguel Lim, G.R. No.
165887, June 06, 2011
e. Sale or Other Disposition of Assets, Sec. 39
Y-Leisure vs. Yu, G.R. No. 207161, September 08, 2015
f. Business Enterprise Transfer Rule
g. Power to Declare Dividends, Sec. 42
h. Ultra Vires Act, Sec. 44
University of Mindanao, Inc. vs. Bangko Sentral ng Pilipinas, G.R. No.
194964-65, January 11, 2016
i. Meetings, Sec. 48
j. Meetings of Stockholders and Members, Sec. 49
Lee Tan Sycip, G.R. No. 153468, August 17, 2006
SiMyn G. Guy, as minority stockholder and for in behalf of Goodland Company,
Inc. Vs. Gilbert G. Guy, etc. G.R. No. 184068, April 19, 2016
Bernas vs. Cinco, G.R. No. 163356-57, July 10, 2015

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 k. Place and Time of Meetings & Stockholder/Members, Sec. 50
l. Quorum in the Meetings, Sec. 51
m. Who Shall Preside at Meetings, Sec. 53
n. Pledge/Mortgage Shares, Sec. 54
o. Voting Trust Agreements
p. Meetings of Board of Directors, Board of Trustees, Sec. 52
q. Regular and Special Meetings- Sec. 53
r. Books to Be Kept/ Stock Transfer Agent- Sec. 73
s. Violation of Duty- Sec. 161, Sec. 73
Yujuico vs. Quiambao, G.R. No. 168639, January 29, 2007
Terelay vs. Yulo, G.R. No. 160924, August 05, 2015
Insigne vs. Abra Valley, G.R. No. 20489, July 29, 2015

IV. Merger and Consolidation, Appraisal Right

a. Plan of Merger and Consolidation - Sec. 75

b. Effectivity of Merger or Consolidation - Sec. 78
c. Sec. 18, 21 of RA 10667
d. Exercise of Appraisal right, when, Sec. 80
e. Exercise of Appraisal Right, How, Sec. 81
f. Effect and Termination of Right, Sec. 82
g. Cessation of Right to Payment, Sec. 83
h. Costs of Appraisal, Sec. 84
i. Rights of Transferee, Sec. 85

V. Nonstock Corporation

a. Definition, Sec. 86
b. Purposes, Sec. 87
c. Right to Vote, Sec. 88
d. Nontransferability of Membership- Sec. 90
e. Trustees and Officers, Sec. 91
f. List of Members and Proxies, Place of Meetings, Sec. 92
g. Distribution of Assets in Nonstock Corporation, Sec. 93-94

VI. Close Corporations

a. Definition, Sec. 95
b. Articles, Sec. 96
c. Validity of Restrictions on Transfer of Shares, Sec. 97
d. Effects of Issuance or Transfer of Stock in Breach of Qualifying Conditions
e. Agreements by Stockholders, Sec. 99
f. When Board Meeting is Unnecessary or Improperly Held
g. Preemptive Right in Close Corporations, Sec. 101
h. Amendment of Articles of Incorporation, Sec. 102
i. Deadlocks, Sec. 103
j. Withdrawal of Stockholder or Dissolution of Corporation, Sec. 104

VII. Special Corporations, Sec. 105-106

VIII. Religious Corporations, Sec. 107-114
IX. One Person Corporation

a. Applicability, Sec. 115-116

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 b. Minimum Capital Stock Required for One Person Corporation, Sec. 117
c. Articles of Incorporation, Sec. 118
d. Bylaws- Sec. 119
e. Display of Corporate Name, Sec. 120
f. Single Stockholder as Director, President, Sec. 121
g. Treasurer, Corporate Secretary, and Other Officers, Sec. 122
h. Special Functions of the Corporate Secretary, Sec. 123
i. Nominee and Alternate Nominee, Sec. 124
j. Term of Nominee and Alternate Nominee, Sec. 125
k. Change of Nominee or Alternate Nominee, Sec. 126
l. Minutes Book, Sec. 127
m. Records in Lieu of Meetings, Sec. 128
n. Reportorial Requirements, Sec. 129
o. Liability of Single Stocholder, Sec. 130
p. Conversion of Ordinary Corporation to One Person Corporation, Sec. 131
q. Conversion from One Person Corporation to an Ordinary Stock Corporation

X. Dissolution

a. Methods of Dissolution, Sec. 133

b. Voluntary Dissolution Where No Creditors Are Affected, Sec. 134
c. Voluntary Dissolution Where Creditors Are Affected, Sec. 135
d. Dissolution by Shortening Corporate Term, Sec. 136
e. Withdrawal of Request and Petition for Dissolution, Sec. 137
f. Involuntary Dissolution, Sec. 138
g. Corporate Liquidation, Sec. 139

XI. Foregin Corporations, Sec. 140-153