UNIVERSITY OF MAKATI SCHOOL OF LAW Jonathan P.

Serrano
 jpserrano@punolaw.com
 09175625727

Course Description

CORPORATION LAW

Course Syllabus
 Class Schedule: Tuesdays 7-9 pm / Fridays 3-5 pm

The course will provide students a comprehensive understanding of the Revised Corporation Code, other
special laws governing private corporations, and the current jurisprudence on the subject matter. The aim
is to equip students with the ability to interpret and apply Philippine corporation law to issues commonly
encountered by corporations in corporate management, equity structuring, and corporate business
transactions.

Grading Policy

Students are expected to attend, prepare for, and participate in, every session. Final grade will be based on
the following:

Class Participation – 30% Midterms – 30%
 Finals – 40%

Materials and Reference

1987 Constitution
 The Revised Corporation Code of the Philippines (“RCC”)
 The Revised
Corporation Code of the Philippines (Its Theories and Applications), Teresita J. Herbosa and Eric R.
Recalde, 2019 (“RCC Text Book”)
 Philippine Corporation Law, Cesar L. Villanueva, 2018
(“Villanueva”)
 Related Laws
 Relevant Jurisprudence
 Relevant SEC Opinions and Memorandum
Circulars

Session Topics

I. Introduction
 A. Constitutional Basis – Article XII, Section 16, 1987 Philippine Constitution

Feliciano v. COA, GR No. 147402, January 14, 2004; Section 1 RCC; Annotations, RCC Text Book

B. Other Forms of Business Organizations – pp. 27-35, Villanueva

1. Single Proprietorship 


2. Partnerships 


3. Joint V entures 

II. Corporations: Nature, Attributes and Classification

A. Definition; Attributes; Classification – Sections 2-4, RCC; Annotations, RCC Text Book

1. Theory of Concession – pp. 10-12, Villanueva 
 Tagay v. Benguet Consolidated, Inc, 26 SCRA 242
(1968)
 Ang Pue and Co v Secretary of Commerce and Industry, 5 SCRA 645 (1972)
 Torres v.
Court of Appeals, 278 SCRA 793 


2. Theory of Enterprise Entity – pp. 12-15, Villanueva
 Philippine Stock Exchange, Inc. v. Court of
Appeals, 281 SCRA 232 


3. Doctrine of Legal Entity 
 Palay Inc. v Clave, 124 SCRA 638
 Soriano v Court of Appeals, 174
SCRA 195 


4. Doctrine of Piercing the Veil of Corporate Fiction
 Cagayan Valley Enterprises Inc. v Court of
Appeals, 179 SCRA 218 


5. Corporation as a Creation of Law
 SEC Opinion dated July 22, 1992, Ms. Rosalina B. Villena 


SEC Opinion dated January 18, 1993, Mr. Fred P. Cladera

6. Right of Succession 
 SEC Opinion dated July 22, 1992, Ms. Rosalina B. Villena SEC Opinion dated
January 18, 1993, Mr. Fred P. Cladera 


7. Express Powers Granted by Law – Section 35, RCC; Annotations, RCC Text Book 


B. Benefits of Setting Up a Corporation – pp. 33-37, RCC Text Book 


C. Entitlement to Constitutional Rights – pp.35-53 Villanueva 


Smith, Bell & Co v Natividad, 40 Phil 136 (1919)

Stonehill v Diokno, 20 SCRA 383 (1967)


Bache & Co (Phil) Inc. v Ruiz, 37 SCRA 823 (1971)

PNB v Court of Appeals, 83 SCRA 237 


 People v Concepcion, 44 Phil 129 (1922)


People v Tan Boon Koong, 54 Phil 607


Sia v People, 121 SCRA 655 (1983)


Asset Privatization Trust v Court of Appeals, 300 SCRA 579 (1998)

ABS-CBN v Court of Appeals, 301 SCRA 589 (1999) 


Filipinas Broadcasting Network v AMEC-BCCM, GR 141994, January 17, 2005
 First Lepanto-
Taisho Insurance Corporation v Chevron, 663 SCRA 309 (2012) 


Ching v Secretary of Justice, GR No. 164317, February 2006

ABS-CBN v Gozon, 753 SCRA 1 (2015) 


D. Classes of Corporations - Sections 3, 86, 87, 95, 115, 116 RCC; Annotations, RCC Text Book

1. Stock Corporation 
 - are corporations are those which have capital stock divided into
shares and are authorized to distribute to the holder of such shares, dividends, or
allotments of the surplus profits on the basis of the shares held. (Section 3)

2. Non-Stock Corporation – is one where no part of its income is distributable as dividends

to its members, trustees, or officers .

Any profit may obtain incidental to its operation shall whenever necessary be
used for furtherance of the purpose for which the corporation was organized.

Charity – a gift to an indefinite number of persons which lessens the burden of

government. It provides for free goods and services to the public which would otherwise fall on
the shoulders of the government.

Cooperatives – considered as middle ground entitites between stock and nonstock corporations.
Similar to stock corp that they may engage in for profit activities to their members.

Homeowners Associations – species of nonstock corporations governed by Magna Carta for

Homeowners and Homeowner’s association. Formed for the mutual benefit of their members.
Also exempt from tax.

Condominium Corporations – formed for the purpose of taking title over the common areas in
the condominium project.

3. Close Corporation – 
 one whose articles of incorporation provides that a) all the
corporation’s issued stock of all classes, exclusive of treasury shares, shall be held
of record by not more than a specified number of persons not exceeding twenty
b.) the transfers of shares and c) the listing of any of its shares in the stock
exchange.

4. One Person Corporation – a corporation with single stockholder, provided that only a
natural person, trust, or an estate may form a one person corporation.

Banks, and quasi-banks, trust, insurance, preneed, public and publicly listed
companies, and nonchartered government owned and –controlled corporations
may not incorporate as one person corporations.

a single person owns the corporation, with other shareholders as mere nominees
or trustees. OPC differs from a corporation sole.

A corporation sole is a religious corporation formed as a trustee to manage and

administer the properties and temporalities of the particular religious
denomination, sect or church. Only a natural person may form a corporation sole.

OPC is not a religious corporation, however, the law does not prohibit its
formation for the purpose of a religious denomination, sect or church.

A sole proprietor is liable for debts and OPC has only limited subject to certain
obligations up to all of his personal conditions such as adequate financing and
properties. absence of any reason to apply the doctrine
 of piercing the viel of corporate fiction.

Sole proprietorship is subject to single OPC subjected to two levels of taxes such as
personal income tax due to an individual corporate income tax and at the single
taxpayer. shareholder level.

Sole proprietor does not need a separate OPC should have a separate TIN, business
business registration and separately secure a permit, and local license for itself.
tax identification number (TIN), business
permit, or local license.

5. Special Corporations 


E. Other Classifications of Corporations 


1. In relation to the State – pp. 77-83, Villanueva

a. Public Corporation 
 - Public corporations are those created for political purposes connected
with the public good in the administration of the civil government such as barangay,
municipality, and province. It possess being a mini-state three great powers: police
power, eminent domain, and taxation.

Municipal corporation possesses a) public or governmental character in which it acts as

agent of the state and exercises by delegation a part of the sovereignty of the state b.)
private corporate – acts as private or business corporation and stands for the community
in the administration of its local affairs wholly beyond the sphere of public purposes for
which its governmental powers are conferred.

b. Private Corporation 
 - divided into stock corporations and non-stock corporations.

Three types: a.) organized under Corporation Code for private ends and b) those
organized under the Corporation Code as GOCCs to achieve certain purposes of the
government
 c.) those GOCCs organized with their own charters.

c. Quasi-Public Corporation – group of association that seems to be a cross between private

corporations and public corporations, and they are classified as quasi-public
corporations such as school districts, water districts and the like.

As to Place of Incorporation – pp. 83-84, Villanueva Section 140 RCC

a. Domestic Corporation 
 - one incorporated under the laws of the Philippines

b. Foreign Corporation 
 - one formed organized or existing under any laws other than those of
the Philippines and whose laws allow Filipino citizens and corporations to do business in
its own country or State. It shall have a right to transact business in the Philippines

As to Legal Status – pp. 84-86, Villanueva Sections 19, 20, 21 RCC

a. De Jure Corporation 
 - if there is a full or substantial compliance with the requirements of an

existing law permitting organization of such corporation as by proper articles of
incorporation duly executed and filed.

b. De Facto Corporation – an association of persons existing under a valid law under which it may be
incorporated after having attempted in good faith to incorporate and assuming corporate powers



c. Corporation by Estoppel 
 - an entity may not be a corporation de jure or de facto, a particular

person or party may by estoppel be precluded from denying its corporate existence.

d. Corporation by Prescription – a corporation by prescription such as Roman Catholic Church with

acknowledge juridical personality inasmuch as it is an institution which “antedated by almost a
thousand years any other personality in Europe and which existed in “when Grecian eloquence
still flourished in Antioch and when idols were still worshipped in the temple of Mecca. 


As to Relationship of Management and Control – pp. 86-89, Villanueva

a. Holding Company – is one which holds stocks in other companies for purpose of control rather than for
mere investment. 

 Parent company- is an entity that controls one or more entities and in turns defines
control of investee. It is a corporation which has control over another corporation
directly or indirectly through one or more intermediaries.

b. Affiliate – person that directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with, the person specified through the
ownership of voting shares by contract or otherwise.

- A corporation that directly or indirectly through one or more intermediaries is

controlled by or is under the common control or another corporation.

c. Parent and Subsidiary Companies 
 - when a corporation has a controlling financial interest in
one or more corporations, then one having control is known as the “parent
company”and the others are known as the “subsidiary companies”

Control is presumed to exist when the parent owns, directly or indirectly through
subsidiaries, more than half of the voting power of an enterprise unless in exceptional
circumstances, it can be clearly demonstrated that such ownership does not constitute
control

F. Nationality of Corporations – pp. 54-75, Villanueva

Place of incorporation test- a corporation is a national of the country under the laws of
which it has been organized and registered.
Control test- under which the nationality of a corporation is determined by the
nationality of the majority of the stockholders on whom equity control is vested on the
theory that they would be able to elect the majority of the Board of Directors.
The Place of principal business test – also applied to determine whether a state has
jurisdiction over the existence and legal character of a corporation, its capacity or
powers, internal organization, capital structure, the rights and liabilities of directors, and
shareholders towards each other and to creditors and third persons.
Control test also applies:
1. Exploitation of natural resources. – 60% of the capital stock must be owned by
Filipino citizens
2. Ownership of Private land –
3. Public Utilities – shall be granted except to citizens of the Philippines or to
 corporations or associations organized under the laws of the Philippines at least 60%
of whose capital is owned by such citizen, nor shall such franchise for a longer than
50 years.
What constitutes public utility is not their ownership but their use to serve the public.
4. Mass Media- 100% Filipino ownership of the capital stock of the corporation, but
also 100% Filipino management of the entity.
5. Advertising Agency – 70% Filipino;foreign investors shall be limited to their
proportionate share in the capital
6. War-time test – nationality of private corporation is determined by the citizenship of
its controlling stockholders.

Section 140, 141 RCC; Annotations, RCC Text Book Foreign Investment Act of 1991
 Negative Foreign
Investment List

1. Grandfather Rule as a Subtest of the Control Test

The control test is the principal test of nationality of a corporation where the
citizenship of the controlling stockholders is used as the gauge to determine the
nationality of the target corporation – as contrasted from the place of incorporation
test, where nationality of the target corporation is determined by the country under
whose laws it has been incorporated.
Control test is applied by looking at the proportionate holdings of those underlying
shareholders of the target corporation, and determining whether the nationality of
the majority shareholders would comply with the minimum Filipino equity mandated
under the Constitution.

Grandfather rule as a subtest of the control test- where the various nationality tests
shall first be applied on the shareholdings of the holding companies, to determine
the nationality of the equity in the target corporation and thereby arrive the
nationality of such target corporation.

Three level relationship test that gave it the name grandfather rule: grandson- target company;
holding company – father; entity holding shares in the holding company would be considered
the ‘grandfather’.
Grandfather rule – is the method by which the percentage of Filipino equity is computed in a
corporation engaged in fully or partly nationalized areas of activities provided for under the
Constitution and other nationalization laws in cases where corporate shareholders are present in
the situation, by attributing the nationality of the second or even subsequent tiers of ownership
to determine the nationality of the corporate shareholder.

Wilson Gamboa v Secretary Teves, GR No. 176579, June 28, 2011


Jose M. Roy III v Herbosa, SEC, and PLDT, GR No. 207246, Nov. 22, 2016

Jose M. Roy III v Herbosa, SEC, and PLDT, GR No. 207246, April 18, 2017

SEC-OGC Opinion No. 18-24 Re. Nationality Requirement of Third Telco (Addressed to Romulo
Mabanta) dated December 20, 2018


SEC Memorandum Circular No. 8, Series of 2013

2. Definition of Outstanding Capital Stock – Section 137, RCC

Means a total share of stock issued under binding subscription agreements to
subscribers or stockholders whether or not fully or partially paid except treasury shares.

III. Incorporation and Organization of Private Corporations


A. Corporators and Incorporators, Stockholders and Members

Corporators are those who compose a corporation whether as stockholder or shareholders

in stock corporation or as members in a nonstock corporation. Corporators of stock
corporations are generally called stockholders or shareholders while nonstock corporations
are called members.

Incorporators are those stockholders or members mentioned in the articles of incorporation

as originally forming and composing the corporation and who are signatories thereof.
Technically, those who formed corporators are incorporators.

Shareholders and members as corporators have the power to elect directors and trustees,
respectively and reinforced by the power to remove such directors and trustees by a vote of
shareholders holding at least 2/3 of the members entitled to vote, at a meeting for that
purpose with prior notice.
Sections 5 and 10, RCC; Annotations, RCC Text Book

B.

Classification of Shares

Sections 6-9, RCC; Annotations, RCC Text Book

1. Common Shares 
 - shares without preference; does not have the same rights, privileges, and
restrictions (they should vote)

Major corporate actions even if nonvoting share as a say; right to vote such as section 6 under
section 6. A.) amendment of the articles of incorporation (check page 41)

2. Preferred Shares 
 - preference over dividends upon liquidation

2 kinds: preference as to assets – upon liquidation

preference as to dividends- over common share holders

3. Founders’ Shares 
 - right of a founder / incorporator to vote or to be voted as director from

the incorporation not exceeding 5 years.

4. Redeemable Shares 
 - may be issued by the corporation when expressly provided in the
articles of incorporation. They are shares which may be purchased by the corporation
from the holders of such shares upon the expiration of a fixed period, regardless of the
existence of unrestricted retained earnings in the books of the corporation and the
certificate of stock representing the shares subject to the rules and regulations issued by
the Commission.

- Shares which can be redeemed by the corp at a specific period ‘ causes cancellation of
shareholder
- When you issue redeemable share that doesn’t form part of trust fund. Whether or not the
redemption option is with the corporation or shareholder. Corporate creditors know it already
they are not going to rely; they can redeem at the option of corporation or shareholder.
- The corporation maintain a sinking fund.
- The option of corporation – it’s the corporation control when to redeem

5. Treasury Shares 
 - are shares of stock which have been issued and fully paid for, but
 subsequently reacquired by the issuing corporation through purchase, redemption,
donation or some other lawful means. Such shares may again be disposed of for a
reasonable price fixed by the board of directors.

- Treated as asset of the corp

- May be disposed at the reasonable price

SEC Office of the General Counsel Opinion 16-16 (June 27, 2016)

SEC Rules on Redeemable and Treasury Shares

- Whenever you (corporation) reacquire shares; either unrestricted retail earnings.

- They to acquire outstanding share; the corporation neeed to show that there are unrestricted
retail earnings;even without it they can .. exclusive of capital stock..after redemption
sufficient asset should be in the books to cover liability.
- No URE is required
- When you redeem redeemable shares, the rule is no URE required but after the redemption
there has to be sufficient asset in the books of corporation to cover its debts and liabilities
inclusive of capital stocks.
- No URE, no other requirement: Section 141? Or 140? Order of SEC, the corporation has to
reacquire share under the deadlock
- When corp redeem redeemable shares; automatically retire/ cancel.
- When corp purchase share and put it in treasury then ratio of ownership fell down, does that
make the corp liable for violating the law? When treasury is acquired…
- Company share as long as they are not cancel or retire

Process of Incorporation

1. Requirements – SEC website 


2. Online Process – SEC website 


3. Articles of Incorporation 
 Sections 13-14, RCC; Annotations, RCC Text Book 


a. Corporate Name –

Section 17, RCC
 SEC MC No. 5, Series of 2008 SEC MC No. 8, Series of 2012 SEC MC No. 5, Series
of 2015 SEC MC No. 14, Series of 2017 SEC MC No. 9, Series of 2018

b. Primary Purpose –
 See also: Section 41, RCC; Annotations, RCC Text Book

c. Capital Stock –
 Sections 12-13, RCC; Annotations, RCC Text Book

d. Corporate Term –
 Section 11, RCC; Annotations, RCC Text Book

e. Principal Office Address – SEC MC No. 6, Series of 2016

4. By-Laws –
 Sections 45-58, RCC; Annotations, RCC Text Book

C.

SEC Internal Guidelines on Attendance in Meetings via Teleconferencing

5. Commencement of Corporate Existence – Section 18, RCC; Annotations, RCC Text Book

D. Amendment of Articles of Incorporation and By-Laws – Sections 15 and 47, RCC; Annotations, RCC
Text Book 


E. Grounds for Rejection or Disapproval of the Incorporation or Amendment – Section 16, RCC;
Annotations, RCC Text Book 


F. Incorporation Fees – See SEC Website; Section 175, RCC; Annotations, RCC Text Book 


IV. Corporate Organization
 A. Board of Directors/Board of Trustees
 1. Power and Authority of the
Board – pp. 284-323 Villanueva

Manila Metal Container vs. PNB, 518 SCRA 453 (2007)


Lopez Realty v. Fontecha, 247 SCRA 183 (1995)


Board of Liquidators vs Heirs of Kalaw, 20 SCRA 987 (1967)


Acuna vs. Batac Producers Corporative Marketing Association, 20 SCRA 526 (1967) Tan vs Sycip, 499
SCRA 216 (2006)

2. Qualifications/Disqualifications and Powers
 Sections 22, 23 and 26, RCC; Annotations, RCC Text
Book; pp.325-328, Villanueva

SEC Opinion dated 17 September 1991, Mr. Racaza
 Powers v Marshall, 161 SCRA 176
 Zamboanga
Transportation v Bachrach Motor Co, 52 Phil 244 Sales V SEC 169 SCRA 109

SEC Opinion dated 9 December 1988, Siguion Reyna Montecillo and Ongsiako Gokongwei v SEC, GR
L-45911, 11 April 1979
 SEC Opinion dated 7 October 1983, Ms. Armida Siguion Reyna
 SEC
Opinion dated 13 August 1986, Rural Bank of Margarita (Samar), Inc. SEC Opinion dated 6 June 1991,
Sacred Heart Memorial Corporation

3. Removal and Vacancies - Sections 27-28, RCC; Annotations, RCC Text Book
Ponce vs Encarnacion, 94 Phil 81 (1953)
 Valle Verde Country Club, Inc. v Africa, 598 SCRA 202
(2009) Raniel v Jochico, 517 SCRA 221 (2007)

4.

B.

Compensation – Section 29, RCC; RCC Text Book

Corporate Officers

1.
 356-377, Villanueva

Powers and Qualifications - Section 24, RCC; Annotations, RCC Text Book; pp.

San Juan Structural and Steel Fabricators v Court of Appeals, 296 SCRA 631 (1998) 2. Disqualification
and Removal – Section 26, RCC; Annotations, RCC Text Book

Gomez v PNOC Dev and Management Corp, 606 SCRA 187 (2009) Gurrea v Lezama, 103 Phil 553
(1958)
 Pamplona Plantation Co v Acosta, 510 SCRA 249 (2006)
 Matling Industrial and Commercial
Corp v Coros, 633 SCRA 12 (2010)

C. Fiduciary Duties

1. Liabilities – Section 30, RCC; Annotations, RCC Text Book 


2. Dealings – Section 31, RCC; Annotations, RCC Text Book 


3. Interlocking Directors – Section 32, RCC; Annotations, RCC Text Book 


4. Disloyalty – Section 33, RCC; Annotations, RCC Text Book 


Prime White Cement Corp v IAC, 220 SCRA 103 (1993)
 Palay, Inc. v Clave, 124 SCRA 638
(1983)
 Tramat Mercantile, Inc. v Court of Appeals, 238 SCRA 14 (1994) Carag v NLRC, 520 SCRA 28
(2007)
 Sanchez v Republic, 603 SCRA 229 (2009)

D. Executive Committee – Section 34, RCC; Annotations, RCC Text Book

V. Powers of Corporations

A. General Powers – Section 35, RCC; pp. 234-248, Villanueva; Annotations, RCC Text Book

1. Power to sue and be sued 


2. Power of succession 


3. Power to adopt and use corporate seal 


4. Power to amend articles of incorporation 


5. Power to adopt by-laws and amend/repeal the same 


6. Power to issue stocks/admit members 


7. Power to acquire and convey property 


8. Power to enter into mergers/consolidation 


VI.

9. Power to make reasonable donations
 10. Power to establish pension/retirement/other plans for
directors, trustees, officers and employees
 11. Power to exercise such power as may be
essential/necessary to carry out its purpose

B. Specific Powers (requiring supermajority vote) - Annotations, RCC Text Book

1. Power to extend/shorten corporate term –Section 36, RCC 


2. Power to increase/decrease capital stock; incur, create or increase bonded 


indebtedness – Section 37, RCC

3. Power to deny pre-emptive right – Section 38, RCC 


4. Power to sell/dispose of assets – Section 39, RCC 


5. Power to acquire own shares – Section 40, RCC 


SEC OGC Opinion No. 14-33 (November 18, 2014)
 6. Power to invest corporate funds in another
corporation/business or for any other purpose – Section 41, RCC
 7. Power to declare dividends –
Section 42, RCC
 SEC MC No. 11, Series of 2008
 8. Power to enter into Management Contracts –
Section 43, RCC
C. Ultra vires Acts of Corporations – Section 44, RCC; pp 249-254, Villanueva Stocks and Stockholders
– Sections 59-72, RCC; Annotations, RCC Text Book

A.

B. C. D. E.

F.

G.

Nature of Shares of Stock – pp. 496-500, Villanueva Magsaysay-Labrador v. Court of Appeals, 180
SCRA 266 (1989)

Original Dealings with Shares of Stock (Subscription) – Sections 60 and 71 Consideration for stocks –
Section 61, RCC
 Doctrine of Indivisibility of Subscription – Section 63, RCC
 Watered Stocks –
Section 64, RCC

Philippine Trust Corp v. Rivera, 44 Phil 469 (1923) Share Transfer and Restrictions- Section 62, RCC

Interport Resources Corp vs Securities Specialists, Inc., 792 SCRA 155 (2016) Lingayen Gulf Electric
Power Co. vs Baltazar, 93 Phil 404 (1953)

Unpaid/Partially Paid Shares – Sections 65-71, RCC;

H. Stock Certificates – Section 62 and 72, RCC; pp.528-543, Villanueva 
 Teng v SEC, 784 SCRA 216
(2016)
 Ponce v Alsons Cement Corp, 393 SCRA 602 (2002) Insigne v Abra Valley Colleges,
764 SCRA 261 (2015) Guy v Guy, 680 SCRA 214 (2012) 


I. Appraisal Rights – Sections 80-85, RCC
 Turner v Lorenzo Shipping, 636 SCRA 13 (2010) 


J. Limitation on Stock Ownership – Section 176, RCC 


VII.
 pp. 546-553, Villanueva

Corporate Books and Records – Sections 73-74, RCC; Annotations, RCC Text Book;

A. Stock and Transfer Book 


B. Stock Certificate Book 


C. Financial Statements 


VIII. Merger and Consolidation – Section 75-79, RCC; Annotations, RCC Text Book; pp 646-692,
Villanueva
IX.

X. XI.

Non-Stock Corporations – Annotations, RCC Text Book

A. Definition and Purpose – Sections 86-87, RCC 


B. Members – Sections 88-90, RCC 


C. Trustees and Officers – Sections 91-92, 174, RCC 


D. Distribution of Assets – Sections 93-94, RCC 


Close Corporations – Sections 95-104, RCC; Annotations, RCC Text Book

Special Corporations
 A. Educational Corporations – Sections 105-106, RCC; Annotations, RCC Text
Book B. Religious Corporations – Sections 107-114, RCC: Annotations, RCC Text Book C. One Person
Corporations – Sections 115- 132; Annotations, RCC Text Book

1. Minimum Capital Stock

XII.

XIII.

2. Articles of Incorporation and By-Laws 3. Appointment of Officers / Nominees

4. Reportorial Requirements 


5. Conversion of Ordinary Stock Corporation to a One Person Corporation; 


conversion of One Person Corporation to Ordinary Stock Corporation

Foreign Corporations – Annotations, RCC Text Book; pp. 808-847 Villanueva

A. Foreign Investments Act of 1991 and its Implementing Rules and Regulations 


B. License to Do Business – Sections 140-143,150-153, RCC 


C. Resident Agent – Sections 144-145, RCC 


D. Amendments to Corporate Charters – Sections 147-149, RCC 


E.

Law Applicable to Foreign Corporations – Section 146, RCC

Corporate Dissolutions - Annotations, RCC Text Book

A. Voluntary Dissolutions- Sections 133-135, 137, RCC 


B. Involuntary Dissolutions – Section 138, RCC 


C. Dissolution by Shortening Corporate Term – Section 136, RCC 


**See also Section 37, RCC
 D. Liquidation – Section 139, RCC

XIV.
 and other Powers / Miscellaneous Provisions - Section 154-172; Section 177-188; Annotations,
RCC Text Book

Power of the SEC to Investigate and Impose Penalties and Sanctions/ Administrative