Professional Documents
Culture Documents
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That Metro Manila shall, purposes of this section Interlocking Director
be considered a city/municipality.
A director in one corporation who deals or
Non‐stock Corporation – the law allows NSC to provide in transacts business with another corporation of which he is
its By Laws any place of members meetings. Provided that also a director.
NOTICE is sent to all members indicating the date, time and The contract is void if he owns 20% of the
place of the meeting which shall be in the Philippines. outstanding capital stock and his interest in the other
corporation is nominal.
If outside the Philippines, it should be in relation
to the nature of their business. (applicable only in Executive Committee
directors’/trustees’ meeting).
The corporate powers, properties and business
Service of Summons
conducted shall be exercised and controlled by the
E.B Villarosa V. Benito – under Sec. 11 of Rule 14, Rules of BOD’s/Trustees because the board are elected for their
Court, service of summons shall be made on the: knowledge and expertise in the management of business of
the corporation.
a) President
b) Managing partner May the board alone create an executive committee
c) General manager without any authority provided for the by‐laws?
d) Corporate secretary
e) Treasurer or NO board of directors must sit and act as a body
f) In – house counsel
to have a valid transaction
This requirement is applicable only if the corporation is
May a non‐member of the board of directors be a member
being sued by a third party or outsider, not to SH’s
of the executive committee?
In case of “INTRA‐CORPORATE CONTROVERSIES” Sec. 5.
Rule 2 of Interim Rules of Procedure – Service upon NO, all of them must be members of the board of
domestic private juridical entities, shall be deemed director
adequate, is made upon any of the statutory or corporate
officers fixed by the By Laws or their respective secretaries. Section 35. Executive committee. ‐ The by‐laws of a
corporation may create an executive committee, composed
Contract of Self – Dealing Director of not less than three members of the board, to be
appointed by the board.
A self‐dealing director is one who deals or
transacts business with his own corporation. The contract of Compensation (Western Institute of Tech V. Salas)
self‐dealing director is voidable unless the following
conditions are present: “As such” – the directors cannot grant themselves
a) That the presence of such director/trustee in the salaries for being directors but they are not prohibited to
get compensation if aside from being a director they are
board meeting in which the contract was
also officers of the corporation (Sec. 30)
approved was not necessary to constitute a
quorum for such meeting; They can have compensation if:
b) That the vote of such director/trustee was not
a) There is a fix grant of compensation in the By
necessary for the approval of the contract;
Laws
c) That the contract is fair and reasonable under the
circumstances; and b) If the directors granted it by the vote of the SH’s
representing at least a majority of the
d) That in case of an officer, the contract has been
outstanding capital stock at a regular meeting or
previously authorized by the board. (Sec. 32) special meeting
c) When they render services other than their usual
or ordinary duties
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Steinberg vs. Velasco
In no case shall the total yearly compensation of directors,
as such directors, exceed 10% of the net income BEFORE For as long as there are debts and liabilities, a
income tax of the corporation during the preceding year. corporation may not reacquire its shares (subject
to exceptions)
How do you decrease capital stock and why a corporation
decreases? Creditors of a corporation have the right to
assume that so long as there are outstanding
1) Reduce or wipeout existing deficit where no
debts and liabilities, the board of directors will not
creditors would thereby be effected
use the assets of the corporation to purchase its
2) When capital is more than necessary to procreate own stock, and that it will not declare dividends to
the business or reduction of capital surplus stockholders when the corporation is insolvent.
3) To write down the value of its fixed assets to Elements of valid By‐Laws
reflect those present and actual
1) It must not be contrary to law, public policy or
morals;
NOTE: any increase or decrease of capital stock 2) It must not be inconsistent with the AOI;
requires approval of government agency like SEC it can 3) It must be general and uniform in its effect or
never take place unless SEC approves the same applicable to all alike or those similarly situated;
4) It must not impair obligations and contracts or
Relevance of decrease of capital? vested rights; and
5) It must be reasonable
1. To reduce or wipe out existing deficit where no
creditors would thereby be affected; When should the by‐laws be adopted or filed? Can it not be
adopted earlier?
2. When the capital is more than what is necessary
to procreate the business or reduction of capital a) After incorporation‐ within 1 month (emanates
surplus; or, from the BOARD)
3. To write down the value of its fixed assets to b) Prior‐more convenient (signed by the
reflect the present actual value in case where incorporators)
there is a decline in the value of the fixed assets of
Who will sign the adoption clause?
the corporation.
Majority of the stockholders or members attested to
Power to Acquire Own Shares
by the corporate secretary
1) To eliminate fractional shares arising out of stock
What happens if the corporation fails to adopt the by‐laws
dividends;
2) To collect or compromise an indebtedness to the from the time provided by the law? Would there be an
corporation, arising out of unpaid subscription, in automatic revocation or suspension?
a delinquency sale, and to purchase delinquent
shares sold during said sale; and a) Proper notice and hearing, must first be complied
3) To pay dissenting or withdrawing stockholders with
entitled to payment for their shares under the
provisions of this Code. (a) b) Subject the corporation to a fine, as may be issued
by the SEC
The corporation must at all times have “unrestricted
retained earnings” to exercise this corporate power
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Amendment of By‐Laws Dela rama vs. Ma‐ao Sugar
Sec. 48, last par. – amendment/repeal of the By‐laws shall There is a substantial and not remote connection
only be effective upon the issuance by the SEC of a between the sugar bags and the sugar manufacture, thus
certificate that the same is not inconsistent with the code. stockholder’s approval is not necessary for validity
Absence of the STAMP APPROVAL of the SEC, it will not
A private corporation, in order to accomplish its
become valid.
purpose as stated in its articles of incorporation, and
Power to Invest Funds imposed by the Corporation Law, has the power to acquire,
hold, mortgage, pledge, or dispose of shares bonds,
Refers to invest in the form of money, stock, securities and other evidences of indebtedness of any
bonds and other liquid assets and does not include real domestic or foreign corporation. Such an act, if done in
properties or other fixed assets. (See requirements) pursuance of the corporate purpose, does not need the
approval of the stockholders; but when the purchase of
Note: the approval of the stockholders or members is not
required where the investment is reasonably necessary to shares of another corporation is done solely for investment
accomplish its primary purpose. and not to accomplish the purpose of its incorporation, the
vote of approval of the stockholders is necessary.
Section 42. Power to invest corporate funds in
another corporation or business or for any other purpose. ‐ Gokongwei, Jr. V. SEC
Subject to the provisions of this Code, a private corporation
may invest its funds in any other corporation or business or An unauthorized investment which is not illegal or
for any purpose other than the primary purpose for which it void ab initio or not contrary to law, morals, public order or
was organized when approved by a majority of the board of public policy, is merely voidable and may become binding
directors or trustees and ratified by the stockholders and enforceable when ratified by the stockholders.
representing at least two‐thirds (2/3) of the outstanding
capital stock, or by at least two thirds (2/3) of the members
in the case of non‐stock corporations, at a stockholder's or Power to declare Dividends (retaining surplus profit)
member's meeting duly called for the purpose. Written
notice of the proposed investment and the time and place General Rule: Stock corporations are prohibited from
of the meeting shall be addressed to each stockholder or retaining surplus profit in excess of 100%
member at his place of residence as shown on the books of of their paid‐in capital stock.
the corporation and deposited to the addressee in the post
office with postage prepaid, or served personally: Provided, Exceptions: (justification to refuse declaration of dividends)
That any dissenting stockholder shall have appraisal right as
provided in this Code: Provided, however, That where the 1) When justified by definite corporate
investment by the corporation is reasonably necessary to expansion projects or programs approved by
accomplish its primary purpose as stated in the articles of the BOD; or
incorporation, the approval of the stockholders or members 2) When the corporation is prohibited under
shall not be necessary. (17 1/2a) any loan agreement with any financial
institution or creditor, whether local or
foreign, from declaring dividends without
For any other purpose other than the
its/his consent, and such consent has not yet
primary purpose, stockholder’s consent or been secured; or
approval is necessary 3) When it can be clearly shown that such
retention is necessary under special
Thus, if it’s for the secondary purpose, it is circumstances obtaining in the corporation,
necessary such as when there is need for special
reserve for probable contingencies.
If it’s in connection with the primary
purpose, only board resolution is necessary Note: BOD exercise exclusive authority as to whether or
not the corporations declare cash or property
dividends.
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But as to the declaration of stock dividends, the A stockholder may not be able to exercise the pre‐emptive
approval of the stockholders, holding or right in the following instances:
representing at least 2/3 of the outstanding a) When the shares to be issued is in compliance
capital stock is required. with the laws requiring stock offerings or
minimum stock ownership by the public; or
Power to Sell/Disposition of all/Substantially all of its
assets b) Shares to be issued in good faith with the
approval of the SH’s representing 2/3 of the
Sec. 40 (2) Majority vote is not required if: outstanding capital stock either:
1) In exchange for property needed for
a) The sale/disposition does not involve “all or corporate purpose or
substantially all of the assets of the corporation as 2) In payment of previously contracted
to render it incapable of continuing the business debts.
or accomplishing the purpose for which it was
incorporated. Stockholders or members or other persons shall be
b) The same is necessary in the usual and regular solidarily liable for all damages suffered by the corporation
course of business, such as Realty Company.
1) Who willfully and knowingly vote for or assent to
The sale or other disposition of all or substantially all of the a patently unlawful acts of the corporation
corporate property or assets must be voted for by the 2) Who are guilty of gross negligence or bad faith in
legitimate board and concurred in by bona fide stockholders directing the affairs of the corporation; or
or members. (Islamic Director of the Phil. V. CA) 3) Who acquires any personal property or pecuniary
interest in conflict with their duty as such director.
General Rule: Where a corporation sells or otherwise
transfers all of its assets to another General Rule: A director is not liable for misconduct of
corporation, the latter is not liable for the co‐directors or other officers.
debts and liabilities of the transferor.
Exceptions:
Exceptions: 1) He connives or participates in it; or
1) Where the purchaser expressly or impliedly 2) He is negligent in not discovering or acting to
agrees to assume such debts; prevent it.
2) Where the transaction amounts to a consolidation
or merger of the corporations; Resolutions passed in good faith by the board of directors
3) Where the purchasing corporation is merely a are valid and binding, and whether or not it will cause losses
continuation of the selling corporation; and or decrease in profits are not subject to the review of the
4) Where the transaction is entered into fraudulently court. (Montelibano V. Bacolod Murcia Milling)
in order to escape liability for such debts.
Three‐Fold Duty of Directors
Pre‐Emptive Right 1) Obedience – violated when willfully and
knowingly voting or assenting to a patently
Sec. 39 – all SH’s of a stock corporation shall enjoy pre‐ unlawful acts.
emptive right to subscribe to all issues/dispositions of 2) Diligence – violated when the director fails to
shares of ANY CLASS, in proportion to their respective manage the corporate affairs with reasonable
shareholdings UNLESS such right is denied by the AOI or care and prudence.
amendment thereto. 3) Loyalty – violated when:
a) When a director or trustee acquires any
Pre‐Emptive Right includes: personal or pecuniary interest in conflict
a) New shares to be issued pursuant to an increase with his duty as such director;
in capital stock; or b) Then he attempts to acquire, in violation
b) From unissued shares which form part of the of his duty, any interest adverse to the
original authorize capital stock; and corporation in respect to any matter
c) Also covers trading stock which has been reposed in him in
confidence;
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7. Inspection of books of Subsidiary Corporation 8. Instances when the stockholder cannot avail of its
voting rights.
General Rule: The right of stockholders to examine
corporate books extends to a wholly owned subsidiary 1) Declared delinquent
which is completely under the control and management of 2) Treasury Shares
the parent company where he is such a stock holder. 3) Unregistered transfers of shares of stock
(Gokongwei vs. SEC) 4) Non‐Voting Shares except under Sec. 6
Exception: The subsidiary and the parent are legally being
operated as separate and distinct entities. 9. Grounds for revocation of license (Foreign Corporation)
General Rule: Any officer or agent of the corporation who 1. Failure to file its annual report or pay any fees as
refuses to allow the inspection of corporate books and required by the Code;
records, or any director or trustee who through a resolution
2. Failure to appoint and maintain a resident agent
by the board votes for such refusal shall be liable for
in the Phils;
damages and shall be guilty of an offense which shall be
punishable under Sec. 144. 3. Failure, after change its resident agent or if his
address, to submit to the SEC a statement of such
Exception: It shall be a defense that the person demanding change;
inspection
4. Failure to submit to the SEC an authenticated
Has improperly used any information secured copy of any amendment to its articles of
through any prior examination of the records or incorporation or by‐laws or if any articles of
minutes of such corporation or of any other merger or consolidation within the time prescribe
corporation; or by the code.
Was not acting in good faith or for a legitimate 5. Misrepresentation of any material matter in any
purpose in making his demand. application, report, affidavit or other document
submitted;
Directors of a corporation have the unqualified right to 6. Failure to pay any and all taxes, impost,
inspect the books and records of the corporation at all assessment or penalties, if any, lawful due to the
reasonable hours. However, there is no absolute right to Phil Government or any of its agencies or political
secure certified copies of the minutes of the corporation subdivisions;
until these minutes have been written up and approved by 7. Transacting business in the Phils. outside of the
the directors. (Vergaruth vs. Isabela Sugar Co., Inc.) purpose for which such corporation is authorized
under its license;
It is a required condition for the inspection of
corporate books that the one requesting it must not have 8. Transacting business in the Phils. as agent of or
been guilty of using improper any information secured acting for and in behalf of any foreign corporation
through a prior examination and that the person asking for or entity not duly licensed to do business in the
such examination must be acting in good faith and for a Phils;
legitimate purpose in making his demand. (Gonzales vs. 9. Any other grounds as would render it unfit to
PNB) transact business in the Phils.
Remedies of a stockholder who is denied inspection of Other grounds for revocation of license under special laws:
corporate books:
General Banking Act – imminent danger of insolvency.
1) Mandamus Insurance Code – unsound condition, failure to comply with
2) Damages either against the corporate or the the provisions of law or regulation obligatory upon it, a
responsible officer, or condition or method of business hazardous to the public or
3) Criminal complaint based on Sec 144 of the Code. its policy holders, impairment of its security deposit, or
deficiency in the margin of solvency.
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Omnibus Investment Code – willful violation of the Exception: The Corporation will continue as a body
provisions of existing laws and implementing guidelines or corporate for another period of 3 years from the time it is
violation of the terms and conditions of its license. dissolved for the purpose of winding up its affairs and the
liquidation of its assets.
10. Requirements and procedure for the withdrawal of Three modes of dissolution:
Foreign Corporations:
1. By the expiration of the corporate term;
1. Filing of a petition for withdrawal of license;
2. By voluntary surrender of its primary franchise
2. All claims which accrued in the Phils. have been (voluntary dissolution); or
paid, compromise or settled;
3. By the revocation of its corporate franchise
3. All taxes, imposts, assessment and penalties, if (involuntary dissolution).
any, lawfully due to the Philippine Government or
any of its agencies or political subdivisions have
been paid; Voluntary dissolution where no creditors are affected:
4. Publication of the petition for withdrawal once a Formal and procedural requirements;
week for 3 consecutive weeks in a newspaper of
1. Majority vote of the board of directors
general circulation in the Philippines; and
and trustees;
5. Issuance of certificate of withdrawal by the SEC.
2. Sending of notice to each stockholder or
member either by registered mail or
personal delivery at least 30 days prior
11. Instances when a Foreign Corporation w/ no license
to the meeting;
to do business in the Philippines can sue:
3. Publication of the notice of time, place
a) The act or transaction involved is an “isolated
and subject of the meeting for 3
transaction;” (Bulakhidas vs. Navarro);
consecutive weeks in a newspaper
b) The foreign corporation is not seeking to enforce published in the place where the
any legal or contractual rights arising from, or principal office of the said corp. is
growing out of any business which it has located or in a newspaper of general
transacted in the Philippines; circulation in the Phils.
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any class or classes of members, or provide for 17. Effects of merger and consolidation:
distribution; and
1. There will be a single corporation. In case of
5. In any other case, assets may be distributed to merger, the surviving corporation, or in case
such persons, societies, organization or of consolidation, the consolidated
corporations, whether or not organized for profit,
corporation.
as may be specified in a plan of distribution.
2. Termination of the corporate existence of
Procedure and Requirement for a plan of distribution
assets: the constituent corporations, except that of
the surviving or consolidated corporation.
1. Majority vote of the board of trustees adopting a
plan of dissolution; 3. The surviving or the consolidated
corporation will possess all the rights,
2. Approval of such plan by at least 2/3 of the
privileges, immunities and powers and shall
members having voting rights present or
represented by proxy at a regular/special meeting be subject to all the duties and liabilities of a
for that purpose; and corporation organized under this Code.
3. Prior written notice setting forth the proposed 4. The surviving or the consolidated
plan of distribution or a summary thereof and the corporation shall possess all the rights,
date, time and place of such meeting shall be privileges, immunities and franchise of the
given to each member entitled to vote. constituent corporation, and all property and
all receivables due on whatever account,
including the interest of, or belonging to, or
15. Three ways in w/c a person may become a
due to its constituents corporation shall be
stockholder:
deemed transferred to and vested in such
1. By a contract of subscription with the corporation; surviving or consolidated corporation
2. By the purchase of treasury shares from the without further act or deed; and
corporation; and 5. The surviving or consolidated corporation
3. By purchase or acquisition of shares from existing shall be responsible and liable for all the
stockholders (includes purchase from the stock liabilities and obligations of each of the
exchange). constituent corporations. The rights of
16. Consideration for the issuance of stock may be any or creditors or liens upon the property of any
a combination of any two or more of the ff: such constituent corporations shall not be
impaired by such merger or consolidation.
1. Actual cash paid to the corporation;
2. Property, tangible or intangible, actually received
by the corporation and necessary or convenient
for its use and lawful purposes at a fair valuation
equal to the par or issued value of the stock
issued;
3. Labor performed or services actually rendered to
the corporation (stocks shall not be issued in
exchange of promissory notes or future services.
Their realization is uncertain);
4. Previously incurred indebtedness by the
corporation;
5. Amounts transferred from unrestricted retained
earnings to stated capital; and
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Frequently Asked Questions: (FINALS/Definitions) security of the issuer while in possession of such
information
1. Wash Sale – any transaction in a security which involves
Trading by persons who have material non‐public
no change in the beneficial ownership thereof
information about a tender offer is prohibited.
2. Matched Order – refers to an order/s for the purchase or Who is an insider?
sale of security with the knowledge that a simultaneous
order/s of substantially the same: a) The issuer;
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The number of stockholder No limitation as to number The purpose is to acquire Generally used to secure
cannot exceed 20. of shareholders. voting control of the voting and quorum
corporation requirements or merely for
The number of directors can Maximum number of the purpose of representing
effectively be more than 15. directors is 15. an absent stockholder
Shares of stock are subject Generally no restriction on Irrevocable Revocable unless coupled
to specified restrictions. transfer of shares. with interest
Stockholders may take an Directors are liable for torts The trustee can act and vote A proxy holder can generally
active part in corporate only if they acted at any meeting during the act as such only at a
management by vesting negligently or fraudulently. duration of the voting trust particular meeting
management to them rather agreement
than the a board of
directors The trustee may vote in A proxy holder must vote in
person or by proxy person
The AOI may provide that all Officers are elected by the
officers shall be elected or Board of Directors. The duration may exceed 5 The duration may not
appointed by the years exceed 5 years
stockholders.
Must be notarized and filed Need not be notarized nor
Pre‐emptive rights of Pre‐emptive rights may be with the SEC filed with the SEC
stockholders are broader as denied as provided for in
it includes all issues without Sec. 39.
exception. 10. Highest Bidder
Is such bidder who shall offer to pay the full amount of
A stockholder may withdraw Unless he sells his shares, a the balance on the subscription together with accrued
and compel the corporation stockholder cannot get back interest, cost of advertisement and expenses of sale, for the
to purchase his shares for his investment nor compel smallest number of shares or fraction of sale.
any reason with the the corporation to buy his
limitation only that shares except in the exercise Grounds to question the delinquency sale:
corporation has sufficient of his appraisal right.
1. Irregularities or defect on the notice of sale;
assets to cover its liabilities
or
exclusive or capital stock.
2. Irregularities or defect in the sale itself.
Two grounds before an action to recover delinquent stocks
9. Voting trust distinguished from Proxy irregularities sold may be allowed:
VOTING TRUST PROXY 1. The party seeking to maintain such action must
first pays or tenders to the party holding the stock
The beneficial owner of the Legal Title remains with the the sum for which the same was sold, with
shares ceases to be a beneficial owner interest from the date of the sale at the legal rate;
stockholder of record of the and
corporation 2. The action shall be commenced by the filing of a
complaint within six months from the date of the
The trustee votes as owner The proxy holder votes sale.
of the shares merely as an agent
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In order that there be an intra‐corporate controversy.
The following must occur: Three types of suspension of payments:
1. An intra‐corporate relationship: 1. Simple suspension of payments – mere deferment
a) Between and among the stockholders, of payment of debts and it refers to a petition
members, associates of a corporation, which is filed by a corporation which possesses
partnership or association; sufficient assets to cover its liabilities but foresees
the possibility of meeting them when they
b) Between them and the corporation, respectively fall due owing to temporary liquidity
partnership or association; or problems.
c) Between the corporation, partnership or 2. Suspension of payments with the appointment of
association and the State. a receiver with or w/o a rehabilitation plan. The
2. The controversy must arise out of said rehabilitation plan is a plan under which the
relationship. corporation will reschedule the payment of its
debts and liabilities. Either the petitioner
Note: If the petitioner does not have a “prima facie” title corporation will propose the plan or ask for the
to the shares sought to be recorded in his name, the dispute appointment of a receiver who will study and
is not intra‐corporate and the ordinary or regular court can make the plan.
assume jurisdiction over the case. (Rivera vs. Florendo; Tay
vs. CA) 3. Suspension of payments where the corporation
has no sufficient assets to cover its debts and
The dispute among the parties must be intrinsically liabilities with or w/o the appointment of a
connected with the regulation of the corporation. If the management committee with or w/o a
nature of the controversy involves matters that are purely rehabilitation plan.
civil in character necessarily the case does not involve an
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Problem 2. Z corp. was registered in 1978 or before the thereafter transferred the latter certificate by
effectivity of the Corporation Code. The by –laws of the endorsing and delivering it to D. Will D acquire
corporation allow it to issue certificate of stock covering the title? Explain.
corresponding number of shares w/c the subscriber may
Yes, D will acquire title to the stock certificate No. 010 as
have already paid.
this would be the exception to the general rule.
A subscribed to 1M shares w/a PV of 1.00/share and have
Exception: The Corporation will be estopped to deny the
paid 500K on his subscription. He now compels the
validity thereof. The subsequent purchaser in good faith
Corporation to issue a stock certificate covering 500K
took the shares by virtue of the genuiness of the certificates
shares.
issued by the corporation or of the representation made by
a) The corporation seeks your advice as counsel. the corporation that the same is valid and subsisting and
What advice will you give? Explain. that the person named therein is a stockholder of the
corporation.
Sec. 64. Issuance of stock certificates – No certificate of
stock shall be issued to a subscriber until the full amount of e) Will A be deprived of his title? Explain.
his subscription together with interest and expenses (in
No, A cannot be deprived of his right by virtue of an
case of delinquent shares), if any is due, has been paid.
unauthorized transfer. He can go to the corporation and ask
Thus, A should comply with the Corporation Code.
for the cancellation of the stock certificate due to fraud or
A stockholder whose subscription is not fully paid may forgery.
not be issued a stock certificate for that portion already
D may compel the corporation to recognize him as a
paid. (Fua Chan vs. Summers and China Banking
stockholder or claim reimbursement and damages against
Corporation)
the latter.
General Rule: Holders of subscribed shares not fully paid
f) Assume that the corporation has unissued and
are entitled to all the rights of a stockholder.
unsubscribed shares worth 20M and the
Exception: That the shares have been declared delinquent; corporation want to issue them at the PV of
or the stockholder exercises his appraisal right. P1.00/share instead of its FMV of P2.00/share.
b) Assume that A is now the owner of the stock They seek your advice as counsel if they can do so
certificate No. 008. B, his brother stole the issued at P1.00. What advice will you give?
certificate, forged the signature of A and sold the Explain.
same to C, who is a purchaser in good faith and
Yes, they can issue it at the PV of P1.00/share, because it
for value. Who has a better right over the shares
is not below the par value. There is no watered stock
covered by stock certificate No. 008? A or B?
because the basis of watered stock is the par value and not
Explain.
the fair market value.
A still has a better right over the shares under the doctrine
Ways in which watered stock may be issued:
of non‐negotiability of certificate of stock.
1. For monetary consideration less than its par or
General Rule: In forged or unauthorized transfer of stock
issued value;
the purchaser acquires no title as against the lawful owner
and will have no right or remedy against the corporation 2. For a consideration in property, tangible or
(non‐negotiability of stock certificates). intangible, valued in excess of its fair market
value;
c) Assume that C transfers the said stock certificate
to D. Who is also a bona fide purchaser, will D 3. Gratuitously or under agreement that nothing
acquire title? Explain. shall be paid at all; or
No, same basis to the previous answer. 4. In the guise of stock dividends when there are no
surplus profits of the corporation.
d) Assume that before C transferred the shares, he
surrendered the said stock certificate to the
corporate secretary for the
registration/cancellation and for issuance of a
new stock cert in his (C’s favor). The corporation
cancelled the said stock certificate and issued
stock certificate No. 010 in the name of C, who
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g) Further, assume that the corporation enters into a If such would be the case, X is guilty of short sale. Short
contract of sale/purchase of some of its remaining sale is the:
unsubscribed shares w/ X who pays a down
Selling security w/c the vendor does not own.
payment of 50% w/ a condition that he (X) will not
be considered as a stockholder until the full Illegal per se, unless done in accordance w/ the
payment of the acquisition cost and that then and rules and regulations of the SEC.
only then shall be issued a stock certificate.
Pending payment of the balance, the properties,
inventories and all assets of the corporation was Note: Wash Sale and Match Oder – When they may
razed in fire. The corporation now wants to collect become illegal:
the unpaid portion of the acquisition cost of the They must be used as means “to create a false or
shares. misleading appearance of active trading” in the security
X seeks exception in that the contract is one of concerned.
sale, and the obligation of the parties is reciprocal
and dependent on one another. Rule and Explain.
X is correct. X is not obliged to pay the balance because
the agreement is one of sale. Under the NCC, there is no Note: For a valid transfer of stocks, the ff. must be strictly
obligation to pay if there is no more consideration. Also, X complied with the mode of transfer prescribe by law.
will be liable only if he became a stockholder. In the case at 1. There must be delivery of the stock certificate;
hand, X will be a stockholder only if he paid the full amount.
2. The certificate must be endorsed by the owner or
his atty‐in‐fact or other persons legally authorize
Problem 3. X is the owner of P1M shares of A, Inc. whose to make the transfer; and
shares are listed in the stock exchange. 3. To be valid against third parties, the transfer must
The shares are being traded at P1.00/share. He has an be recorded in the books of the corporation.
account in 2 broker firms, B1 and B2.
He directs B1 to sell 250T shares at 10:30 at An assignment, without endorsement and delivery,
1.25/share; and while valid as among the parties, does not necessarily
At 10:32, he directs B2 to buy the same of shares make the transfer effective. The assignee cannot enjoy
at the same price. the status of a stockholder, cannot vote nor be voted,
and will not be entitled to dividends insofar as the
a) Can X be liable for wash sale and matched order? assigned shares are concerned. (Rural Bank of Lipa City
Explain. vs. CA)
Yes. Sec. 24 (a), SRC. X creates a false/misleading After a valid transfer of share, the right to have such
appearance of active trading by effecting any transaction registered commences to exist. However, it would not
which involves no change in the beneficial ownership follow that said right should be exercised immediately
thereof and by entering an order or orders for the or within a definite period. (Won vs. Wack Wack Golf &
purchased of or sale of security with the knowledge that a Country Club, Inc.
simultaneous order/s of substantially the same:
Certificate of stocks are not negotiable instruments.
Time Consequently, a transferee under a forged assignment
Size and acquires no title which can be asserted against the true
owner, unless his own negligence has been such as to
Prize for the sale or purchase of such security has, create and estoppel against him. If the owner of the
or will be entered by or for the same or different certificate has endorsed it in blank and it is stolen from
parties. him, no title is acquired by an innocent purchaser for
value. (De Los Santos vs. Republic)
By performing similar acts where there is no change in
beneficial ownership.
b) If he sells shares of stock which he does not own,
what unlawful act will he commit?
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Problem 4. X subscribed to shares of stock and paid it. He conducted and the results thereof. (Lions Club International
did not however register it on Feb 14, 2000, he assigned vs. CA)
said shares of stock to his girlfriend, Y, through a notarized
Exception:
deed. Y asked the corporate secretary to register it but the
latter refused to do so. Hence Y filed for mandamus. The 1. There is fraud, oppression or bad faith;
corporate secretary filed a motion to dismiss contending
that there is no cause of action because there is no proper 2. The action complained of is capricious, arbitrary
party. or unjustly discriminatory;
a) Decide the case. 3. Property and civil rights are invaded;
No, the pledgee of shares of stock does not vest 8. An incorporated association or its members avail
ownership of such shares to the pledgee. The pledgor of the remedy of instituting an intra‐corporate
remains the owner during the pendency of the pledge and dispute.
prior to foreclose and sale. Thus, the pledgee has no right to
demand the registration of the pledged shares in his name.
In order that a writ of mandamus may issue, it is
essential that the person petitioning for the same has a
clear legal right to the thing demanded and that is it the
imperative duty of the respondent to perform the act
required. (Tay vs CA)
Problem 5. A, B, and C are incorporators of XYZ Corp. They
died in an accident. D, creditor of the company, also died in
an accident. Can E, the son of D, claim against the
corporation by citing the case of Clemente vs. CA?
O can claim against the corporation because D is the
successor‐in‐interest of E. The Supreme Court ruled that,
those having any pecuniary interest in the assets including
not only the stockholders but likewise the creditors of the
corporation, can make proper representations with the SEC.
(Gelano vs. CA)
Problem 6. X is the VP of Y company. The board passed a
resolution terminating the services of X for lack of
confidence. X filed a case before the NLRC for the illegal
dismissal for the reinstatement with back wages. If you are
the counsel of Y company, what would you interpose as a
defense?
General Rule: The courts will not interfere on matters
involving the internal affairs of an unincorporated
association such as elections, the manner by which it was
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