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  • Factual Situation Point of Contract General Rule

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    Willam Montalban
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    The general rule is that the law of the place of incorporation governs the powers and liabilities of a corporation. However, there are two exceptions: 1) For constitutional purposes, a corporation incorporated abroad but controlled by Filipinos may be considered a Filipino corporation. 2) During wartime, the nationality of controlling stockholders determines if a corporation is an enemy corporation, overriding the place of incorporation. The law of the place of incorporation governs most internal affairs of a corporation like its formation, stocks, contracts, and dissolution, except that contracts must also be valid under the law of the place of performance. A corporation's domicile is usually where its legal representation or principal functions are located.

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    The general rule is that the law of the place of incorporation governs the powers and liabilities of a corporation. However, there are two exceptions: 1) For constitutional purposes, a corporation incorporated abroad but controlled by Filipinos may be considered a Filipino corporation. 2) During wartime, the nationality of controlling stockholders determines if a corporation is an enemy corporation, overriding the place of incorporation. The law of the place of incorporation governs most internal affairs of a corporation like its formation, stocks, contracts, and dissolution, except that contracts must also be valid under the law of the place of performance. A corporation's domicile is usually where its legal representation or principal functions are located.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
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    15 views1 page

    Factual Situation Point of Contract General Rule

    Uploaded by

    Willam Montalban
    The general rule is that the law of the place of incorporation governs the powers and liabilities of a corporation. However, there are two exceptions: 1) For constitutional purposes, a corporation incorporated abroad but controlled by Filipinos may be considered a Filipino corporation. 2) During wartime, the nationality of controlling stockholders determines if a corporation is an enemy corporation, overriding the place of incorporation. The law of the place of incorporation governs most internal affairs of a corporation like its formation, stocks, contracts, and dissolution, except that contracts must also be valid under the law of the place of performance. A corporation's domicile is usually where its legal representation or principal functions are located.

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    © All Rights Reserved
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    FACTUAL SITUATION POINT OF CONTRACT

    Powers and liabilities General rule:


    the law of the place of incorporation

    Exceptions:
    For constitutional purposes – even of
    the corporation was incorporated in the
    RP, it is nor deemed a Filipino corporation
    & therefore can’t acquire land, exploit our
    natural resources, 7 operate public utilities
    unless 60% of capital if Filipino owned.

    For wartime purposes – we pierce the


    corporation veil & go to the nationality of
    the controlling stockholders to determine if
    the corporation is an enemy.
    Formation of the corporation (requisites); Law of the place of incorporation
    kind of stocks, transfer of stocks to bind
    the corporation, issuance, amount &
    legality & dividends, powers & duties of
    members, stockholders and officers
    Validity of corporate acts & contracts Law of the place of incorporation & law of
    (including ultra vires acts) the place of performance (the act or
    contract must be authorized by both laws)
    Right to sue & amenability to court Lex fori
    processes & suits against it
    Manner & effect of dissolution Law of the place of incorporation provided
    that the public policy of the forum is not
    militated against
    Domicile If not fixed by the law creating or
    recognizing the corporation or by any other
    provision – the domicile is where it is legal
    representation is established or where it
    exercises its principal functions (Article.
    15)
    Receivers (appointment & powers) Principal receiver is appointed by the
    courts of the state of incorporation;
    ancillary receivers, by the courts of any
    state where the corporation has assets
    (authority is CO-EXTENSIVE) w/ the
    authority of the appointing court

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