Corporation can only exercise powers granted by law or necessarily implied therein.

El Hogar – WON misdemeanors in AoI enough to dissolve

Misdemeanors

 Right of shareholders to appoint directors

 Compensation to
 Not being able to conduct elections for members of BoD
 SC: SEC has power to dissolve.

Guanzon: transfer from corpo to shareholders is still a transfer

Delpher

 There was no ground for the application of the doctrine here.

 Even if there were badges of tax evasion, no controversy regarding such existed
 The petitioner admitted that it was mere machination for tax avoidance.

Promoter - has business concept without the capital.

Venture capitalist – people who invest on promoter