Scribd Logo
Upload

Welcome to Scribd!

  • Law On Corp (Summary) PDF

    Uploaded by

    Vizel
    11 views23 pages

    Original Title

    Law on Corp (summary).pdf

    Copyright

    © © All Rights Reserved

    Available Formats

    PDF or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    Report this Document

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    11 views23 pages

    Law On Corp (Summary) PDF

    Uploaded by

    Vizel

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 23
    |REERIITION: A corporation is an artical being created by operation of aw, having the right of succession and the power, atiibutes and properties expressiy authorised by law or incdent to RS existence. ‘ATIRINUTES: AL CREATED SY OPERATION OF LAW ~ the forma! requirement cf the State's consent trough compliance with the requrements imposed by law is necessary forts croaton such that the mere agreement of the persons composing tor intending to organtre 1 Goes mot worraet the grat ts independent existence as a jundicalenbty; 2 ARTIFICIAL BEING i has 8 juridical pervonaity, seperate and distinct from the persons eampesing it. 3. RIGHT OF SUCCESSION — unite ina parinerstio, the deat, incapacity or Ov interdktion of ene or mere of is stockholder 601s not result in ks diseduton; ‘4. POWERS, ATTRIBUTES AMD PROPERTIES EXPRESSLY AUTDHORIZED BY LAW — it can exercise ony sxh powers anc ‘can hold Gnly such properties 2s are granted to Ky the enabling statutes unite natura persons who can do anything as they Powers of @ corporation: 2. Express Powers - those expeesly authorized by the Corporation Code and ether ws, and its Arties of Incorporation. Implied Powers - Those that can be infers from or necessary forthe exerose of EXPRESS powers, \€ _ Incidental Poners~ those that are incidental a the existence of the corporabon. under the Corporation Coca, a Corporation has power and capacity: (1) To'sue and be sues ints corporate name; (@)_ Of succession by its corporate name forthe period of time stated in the articles: of incorporation and the certificate of @) To.adopt and use a corporate seal; |@)_To.amend fs artices of incorporation n accordance with the provisions of this Cave; (9) To.2¢opt bytaws nek contrary to lam, moras, oF publi poicy. ond to amend or repeal the same in accoxdance wath this (© Incase of stock corporations, to ise oF sl stocks to sutmerbers ond to sel stocks to subscribers and to sll treasury Socal eae vt ioe fe Ce ond ed mente ae xp AS Seon sock a {Sehr kr yr, al ove ig mtd ari tt personal property, induding secures and Bonds of other corporations asthe transaction of the lneful business of the ‘onperation may reasonably and necessanly require, subject to the imitators preseibe by law ard the Constitution: (8) To-erter into merger or consoldation wih ether corporations as provided in ths Code; (9) Tomuke reasonable donations, Induding those for the pubte welfare or for hesplal, charitable, cultural, scientific, Ove, ‘oF smtar purposes: Provided, that no corporation, Gomes or foregn, chal ive donations in ald ef any pitical party or ‘cancidata or for purposes of partisan poitical actty, (10) To establish pension rebrement, and other plans forthe beneft of ts eirectors, tees, officers and employees: arc) (11) Implied Powers: To exercise Such other powers as may be essential or necessary to Carryout its purpose Gr purposes 2 sated in the aries of inearperation. ULTRA VIRES ACTS ae those ntich cannot be executed or performed by a corporation because they are not within is express, inherent, ot ipl powers as efined by ts charter of AOI. Aocoreingy,& fray be subject to a colateral attack questioning the _athooty of the corporation to engage in such particular endeaver. Consequences: Ln the Corporation its: The proper forum may suspend oF revoke, aes propes notice and heaving, the franchise oF ‘certfcate of registration ofthe corporation for serious misrepresentation as 10 what the corporation can €or i ing 10 the great damage or orejutice ofthe genera! pubic. 2. On the rights of the Stockholders: A stockhaléer may bring either an indhvdusl or derbabwe sult to enjoin 2 Uweatened UWtractres act or contract. If ready performed, a derivative sut against the directors may be fed, but thelr Uabity Wit epend on whether they dcted in good fash and wth ceasenable digence in entering nto the contoct. 3. On theimmedate partes: 1. Ihe contracts ity executed in bot ses, the contract is effective and the courts wit nt interfere to deprive either party of what has been acquired under @; the contrac is ececutry on both ses, as aru, neither party can maintain an action forts non-performance; anc Where the contrat is executry on one sie orty, and has been fly performed on the ther, the courts dies 25 12 ‘whether an action wil be onthe contract against the party who has recewved benefits of performance under i. Hajrty Of the courts, however, hold thatthe party who has received Denes from the performance i “estopped” to Set UP {at the contacts ultra wees to defeat an action on the contract. ‘Corporations iti have capital stock cvided into shares and are ehoriced to dstibute to the halders of such shares dviends or amen of the surphas profes on the basis of the shares held ave stock corporaBons. ‘PRIVATE CORPORATIONS THOR-STOCR CORPORATIONS | Corporations which are not awthorned bo Caribe sph pois ‘DOMESTIC CORPORATION | are those oranired or created under ce by wiue ofthe Puippine iow, GRY by epelaive bck of ender the pronsons of the General Comeration La. | eebse Gonnnatons’ — tas ser acs cent ort pone ston gc, Tae wv pc vers hrc re et at ‘of he conporete oars ‘GPEN CORPORATIONS ‘are tose formed to operiy Sccapt OASGRS 05 SOOTOLETS OF wesors They wre BuinomeS ne epowered tin Be soc ectange tnd ce thet ares oO Pole sh hat ee moet can wey be epee Tn whch cane, Wy ore cated PUDLCLY LISTED ‘CORPORATION BY ESTOPPEL | A group of perso which Rats isa Gut asa Corporation and eras nt a cobract wth Bird persons on the strength of sch appearance cannot be permitted to deny is exstence in an a K in vi a ‘DE FACTO CORPORATION ‘A axperaton where thee exsts a flaw In fs incorporabon. The roqasies “Tere exes a ak lve under wich it say be incorporated An ttnptn good fh to ncrporate: Use those formed for some private purpose. Dene, aim or end. They are created forthe immediate benefit and avantage of the indhvduas or members composing and ther franchise may be ‘cansciered 2s privileges conferred y the State tobe exercised and enjoyed by them inthe form a tha Sd ol prensa pin oe Sk ow eee atin a cas pried Sees es Bsr ores obs Tey We Onan re Pac wert oP ight of 3 parte reigon. TAY CORPORATIONS: ‘ae those organized for purposes other than religion. They may further be Gastiied a ‘2, ELEEMOSYMARY: created for charitable and benevolent purposes such as those organizes forthe purpose of maintaining hospitals and houses for the sick, aged o poor. by, CAVIL: erganized not for the purpose of public chanty but for the bereft. pecuniary of Lthernise, of fs members. [ RGGREGRTE CORPORATIONS — [are rose congosed ofa name of mains vested wh pra poe ‘CORPORATION SOLE those consist of one perion e inva! oy and wo ae mace as bodies aiporata and pabe inorder to ve them some ipa capac and advenage wich 2 natal persons, they cannot have: Under the Cae, a corporation sole may be formed by tht ch erchtsshop, bahay, pest, rie, BBL thet peng ele ego Generations, sats or Churches ‘ORGANIZATION AND INCORPORATION 1, PROWGTIONAL STAGE: undertaken by the erganiiers or promoters who bring together persons interested inthe business ‘venture. They enter into contrat ether in their own names ori the name ofthe proposed Corporation. A prot, athough he may assure to act for and on behalf of 2 projected corporation and not for hist, wit be held ‘ersonay lable on contracts made by him fer the benefit ca corporation he interds to orpanire. The Personal habiltyconBrives ‘even after the fomation ofthe corporaten unless there i novaten or ether agreement to release him fom laity. 2. PROCESS OF INCORPORATION: inckdes the ¢raftng of the Artes of Incorporation, preparation ant submission of additonal and supporting documents, fling with the SEC, and the subsequent issuance ofthe Certiicate of Incorperation. Contents of the Artices of Incorporation: 2. The name of the corporation; ‘The name ofthe corporation is sent to &s eistence since it is trough A that lt can act and perorm aillegal acts. Each, ‘corporation should therefore, have a name by wich tis to sue ane be Sued and do al legal acts. A cerporation, once formed, carrot use any other name, unless its Aries of Incorporation has been amended in ‘ccordance with law a5 this would result ln confusion andy open the door to fraud and evasion as Well as diiewes of ‘sdmiettrabon and supervson. ‘Thus, the organizers must make sure thatthe name they intend to use 2s a cxporate name is not slenilar or confusingly srmllar to aay ther name alr reqistered and prottcied by lar since the SEC would rfe registration Mf such be the case. 1b The specific purpos or purposes for which the corporation Is belog Incorporated. Where a corporation has more than on stated purpose, the articles of incorporation shall state which isthe primary purpese and ‘which iajare the secondary purpose or purposes: Provided, Cul a nen-ateck corporation may nat include purpose which would change or contradic its nature as such; “The siaterest of the objects cx purpose or powersin the chartesresuts practically in Gefining the sappe of authority of the corporate enterprise or undertaking. This statement both congers and also mits the actual authority of the corporate tepresentatves. ‘The reasons for requiring a statement of the purposes or objects: 1. lnorder that the steckholder who contemplates on an investment in a business enterprise shal know within what lines of business his money is to be put at risks, 2. Sothut the board of diestora and management may know watin what lines of business they are auterined to act: we 2 So that amvane. whe Gala seth the company may axcerain whether a contract or transaction into which he ‘onterpltes entering ts one within the general auorty ofthe management. SECONDARY PURPOSE. Aibough the Corporation Code does net restrict nor lent the munber of purpose oF purpOHeS \which a corporation may have, Sec. 14 thereot,reques that If thas more than one purpose, the primary purpose as wel 2s the secondary ones must be inceated therein. PROHIBITION: The totontes are probibted by special aes for having any othes purpose nat pout to ther: 1. Ecucatonal, néigous, and other non-stock corporations cannot inciuce any other purpose which would change or contact ts nature o 1 engage i any enterprise to make profs forks members; 2 frsurance companies cannct engage in commercial banking atthe same time, and vice-versa; and 3, Stock brokers can hawe no other ine of business nat pena to ther, RESTRICTIONS AND/OR ADDITIONAL REQUIRENENTS. 1. Asa general rule, the purpose or purposes mus be laf Hence, the SECs duty bound to determine the keality ofthe corporate purpose/s belore m issues the cercate of registabon: 2. Acespavation may nat be formad for the purpase of practicing a profession tke law, madicine ae acccuntancy, eter eexty oF lecirety. These are reserved excusvely for profesional parinersps; 2. The retad trade, where the corporate capital i less than $2.5M, oF its peso equivalent are reserved exclusvety for Fipines, ofr eerperatons or partnerships wholly onned by such oben. 4.46 a generale, corporations wth foreign equty ave not alowed to engage in restaurant busness but corporations With such foreign equity can purse such undertaking if Ils incidental in connection with hotel or tnnleeping business. 5. Management constants, advisers and/or speciatts, must submit the personal rYormaton sheet ofthe incorperators. and rectors in order that the SEC may be able to Rnd out or determine whether or net the apscant corporation i qusifed toadtas sich 6. Asa mat of pty, anc cmparies ae rented bythe SEC to sit estan ada documets peter wih ther sppleabons for registration to venty complance with RA BSE. 7. Fox bonded warehousing companies, an undertaking to comply with the General Bonded Warehousing Act must be ‘submited slong withthe ACL |. Incase the applicant proposes to engage in the business of hospital andlor ink, the purpose cause must contain the felowng proviso: ‘Provided that purely medical or surpical services in connection therewath shall be performed by duly uatfied pryscian and surpean iho may oF may nck be freely end indeviduaty contracted by the parties.” ‘9, In the cane of Customs Brokerage business, the applicant must suit the kcense of at least two customs brokers connected wth the appbcant corporation: 10. Transfer Agerts, Broker and Clearing Houses must submt the certificate of admission tothe profession of the CPA of ny oficer ef the corporation: 11 Carriage of mals cannet be a purpose ofa corporation unless 3 speci franchise has been granted tot. 12. Ifthe corporate purpose or objective indudes any purpose undes the supervision of another govesnment agency, prior

    You might also like