Professional Documents
Culture Documents
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
CORPORATION LAW
Sources/Legend:
Codal Provisions
Atty. Divina’s Highlights of the Revised Corporation
Code (Zoom lecture and book)
Atty. Momongan’s slides and lectures;
Re-arranged, simplified lines from various notes and
lectures from 2019 thru 2021.
Contents
TITLE I.
GENERAL PROVISIONS, DEFINITIONS AND
CLASSIFICATIONS
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
Approved by Congress on Feb 20, 2019 and became have the use of technology. You can provide
effective Feb 23, 2019. The law promotes ease of doing notices of meetings electronically and you can
business. That is why you have provisions such as: participate in meetings electronically based on
the guidelines of the SEC.
1. One-person corporation (OPC) that allows
persons to put up corporate entities yet limited 7. And lastly, it strengthened the powers of the
liability insofar as your contribution to the SEC so that it can exercise venue and
corporation is concerned. jurisdiction over corporations.
a. Later on, we’ll discuss acts that SEC
2. The rule on perpetual existence so there is no considers as criminal in nature. Under
need to keep on renewing the term of the the old code, it only has one offense
corporation. and that is the violation of the right of
inspection. Under the RCC, there are so
3. There is also no need to extend the term of the many acts which are considered criminal
corporation until the board of directors or offense.
stockholders decide to end it.
INTRODUCTION:
4. RCC also dispensed with the requirements for
subscription and payment upon incorporation. TYPES OF BUSINESS ORGANIZATIONS
a. As you all know in the OCC, when you
incorporate you have to subscribe to at
least 25% of the authorized capital (1) Sole Proprietorships
stock and pay ¼ of the subscription. A form of business organization with only one
That is not true anymore. proprietary owner. It is when a person personally or a
single individual conducts business under his own name
You can now put up the corporation or under a business name.
without being bothered with the
payment of subscription and pay the
(2) Partnerships
capital. It’s only when you increase your
By a contract of partnership, two or more persons bind
authorized capital stock that you have to
themselves to contribute money, property or industry to
comply with the subscription and
a common fund, with the intention of dividing the profits
payment requirement.
among themselves. Two or more persons may also form
a partnership for the exercise of a profession.
5. RCC also adopted best practices on good
corporate governance. That is why the RCC
requires that the notice of the meeting. The (3) Corporation
agenda of the stockholders’ meeting must
contain certain information all aimed at fostering Section 2. Corporation Defined.
transparency. A corporation is an artificial being created by operation
of law, having the right of succession, and the powers,
6. It afforded greater protection to minority attributes, and properties expressly authorized by law or
stockholders by widening the list of books and incidental to its existence.
records required to be kept by the corporation
available for examination and expanded the
remedies in case of violation of stockholders’ ELEMENTS/ATTRIBUTES OF A CORPORATION:
right to inspection.
1. It is an artificial being.
a. Under the OCC, you only have two 2. It is created by operation of law.
remedies when your right of inspection 3. It enjoys the right of succession.
is denied by the corporation: 4. It has the powers, attributes and properties expressly
i. (1) you can file a complaint for authorized by law or incident to its existence.
violation of right of inspection
and
Attribute of a Corporation #1
ii. (2) you can file a petition to
1. A corporation is an artificial being
inspect the covered books.
Under the RRC, they added a
Under the law, it is granted a separate and distinct
third remedy:
personality from that of its owners or stockholders.
iii. You can now report to the SEC
the inaction or denial by the
Consequence as a Juridical Person
corporation. And within five
1. Corporation is separate and distinct personality
days from that report, the SEC
2. Properties owned by the corporation is owned by
must conduct summary
the corporation alone and not of stockholders.
investigation and ordered the
3. Any liabilities of the corporation belong only to
corporation to allow you to
the corporation and not to the stockholders.
inspect and examine the books
of the corporation.
Attribute of a Corporation #2
6. It codified internationally accepted practices and It is created by operation of law.
norms on conducting businesses that is why you
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
Concession Theory - espouses that a corporation is an Unauthorized Act: Acts of officers done beyond the
artificial creature without any existence until it has powers granted to them.
received the imprimatur of the state acting according to
law, through the SEC. (Tayag vs. Benguet Consolidated, Example of Unauthorized Act: The board of directors
Inc., 26 SCRA 242) decided to borrow money from a bank to finance a
particular project. If expressly authorized or if within the
Attribute of a Corporation #3 by-laws, then the act of the board is valid. The act of
It enjoys the Right of Succession borrowing is also part of the power of the corporation.
However, if it was discovered that the resolution is only
If a stockholder or a member dies, withdraws, is signed by the president and not by the board, then it
insolvent or suffers incapacity, the corporation will still can be considered an unauthorized act.
continue and not be dissolved.
Types of Business Organizations, Distinguished:
Important: The heirs will succeed. Death of a Sole
stockholder does not dissolve the corporation. Even so, Propriet Partnership Corporation
in an extreme possibility that all of the stockholders will orship
die, still, there is a right of succession. The heirs of all Upon
the stockholders, themselves, become the stockholders. Comme Upon By Operation
agreement of
And they will now assume the rights of the stockholders. ncement selling of Law
the parties
New Law:
Succession takes effect at the moment of death. There One Person
is no gap as there is an automatic new stockholder. In No. of
At least 2 Corporation
fact, stockholdings are transferrable. If you own a share, Incorpo- 1
persons is allowed
you can transfer or assign it. rators
Old:At least 5
incorporators
Situation: A group of young, newly married persons Comme
decided to organize a corporation. After a year of ncement No From the
existence it was able to realize huge profits so they Upon
of Juridical date of the
wanted to celebrate and spend their Christmas outside execution of
Juridical Personalit Certificate of
the Philippines. They also decided to hold their board the contract
Persona y Incorporation
meeting aboard a cruise ship. So the stockholders went -lity
together with their wives. The children were left behind.
Stockholders
Unfortunately, the vessel got lost in a typhoon and all
are liable
passengers perished. They left behind their children with
only to the
an average of 3 years old. What happens to the
extent of
corporation?
their
A: The corporation remains to exist and will not be
investments
dissolved. The interests of the stockholders will be Liable
as
transferred to their respective heirs. This is the right of personally
Liable up represented
succession of a corporation. So during a stockholders and
to the by the shares
meeting, since the heirs are children, then they have to subsidiarily
Liability extent of subscribed by
be represented by their guardians or by the respective for
personal them.
executor or administrator as the case may be. partnership
properties
Attribute of a Corporation #4 debts to 3rd
Important:
It has the powers, attributes and properties persons
Veil of
expressly authorized by law or incident to its Corporate
existence. Fiction
applies only
1. Express powers to a
Those found in the Corporation Code, the Corporation
articles of incorporation, and other laws Power to do
regarding corporations. Absence of
business is
any
Managed vested in the
2. Incidental powers agreement,
Manage- by the Board of
Powers which are necessary to carry out the every partner
ment sole Directors
express powers or for furtherance of the is an agent of
proprietor (BOT) or
purpose of the corporation itself. the
Board of
partnership.
Trustees.
Important: The acts of the corporation shall be within it Needs Does not
powers. Otherwise, if it goes beyond its powers, it shall Transfer
Transferra consent of all need prior
be considered an ultra vires act. ability
ble thru the partners consent of
of
asset sale (delectus the
Interest
personae) stockholders
Ulta vires vs unauthorized acts Right of There is
Ultra Vires Act: Acts of the corporation which are beyond Successi No Right of Succession Right of
the powers of the corporation on Succession.
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
4 / 14
CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
b. De facto corporation – organized with a colorable forming and composing the corporation and who are
compliance with the requirements of a valid law. Its signatories thereof.
existence cannot be inquired collaterally. Such inquiry
may be made by the Solicitor General in a quo warranto
PARTIES INVOLVED IN A CORPORATION
proceeding. (Sec. 20)
c. Corporation by estoppel – group of persons that
assumes to act as a corporation knowing it to be without Incorporators - They are those mentioned in the
authority to do so, and enters into a transaction with a Articles of Incorporation as originally forming and
third person on the strength of such appearance. It composing the corporation, having signed the Articles
cannot be permitted to deny its existence in an action and acknowledged the same before a notary public.
under said transaction. (Sec. 21) It is neither de jure nor They have no powers beyond those vested in them by
de facto. the statute.
d. Corporation by prescription – one which has
exercised corporate powers for an indefinite period Note: Under the New Code, juridical persons can now
without interference on the part of the sovereign power, be incorporators. Under the Old Code, only natural
e.g. Roman Catholic Church. persons can be incorporators.
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
liability. Example: The underwriters commit that 60% of (3) Paid-Up Capital – stock actually paid for by
the stocks will be bought. If they cannot sell such the stockholders; it is the initial amount that the
committed shares, they will guarantee that they will buy stockholders are obliged to pay. This is the initial
such stocks themselves. amount that shall be used in starting the
corporation.
Founders- The founders are those who came about the
idea – they are the think tanks of the corporation. Q: If you are a new corporation, how much should be
subscribed?
As a matter of fact, they are given privilege. They are A:
entitled to an exclusive right to vote and be voted for, GR: The Revised Corporation Code does not require a
but limited for 5 years only from date of inception of the minimum subscribed capital stock. Reason: To attract
Corporation. NO ONE ELSE have the right to nominate the formation of more business organizations.
and elect. This is used to guide the infant corporation.
XPN: However, the the 25% subscribed capital stock is
Q: What is the purpose of having the exclusive compulsory when there is an increase in the capital
right to vote and be voted for? stock. Thus, it requires that at least 25% must be
A: To ensure that the corporation will eventually succeed subscribed, and 25% must be paid-up.
because they are the ones who envisioned the
Corporation. Note: Under the Old Corporation Code, newly formed
corporations were required to have 25% of their ACS
Note: Exclusive right of founder’s shares to be elected subscribed, of this subscribed capital stock, 25% must
in the BoD shall not be allowed if its exercise will violate be paid-up (paid-up capital stock). However, this
Anti-Dummy Law, Foreign Investments Act and other requirement has now been removed under the Revised
pertinent laws. Corporation Code.
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
7. Liability for Crimes far as the law is concerned, we are only dealing with the
GR: Since a corporation is a mere legal fiction, it cannot corporation.
be held liable for a crime committed by its officers, since
it does not have the essential element of malice; in such PIERCING THE VEIL OF CORPORATE ENTITY
case the responsible officers would be criminally liable.
(People vs. Tan Boon Kong, 54 Phil.607)
Requires the court to see through the protective shroud
which exempts its stockholders from liabilities that they
XPNs:
ordinarily would be subject to, or distinguishes a
(1) When the crime is punishable by a special law;
corporation from a seemingly separate one, were it not
for the existing corporate fiction. (Lim vs. CA, 323 SCRA
Note: The special law must specify that it imposes
102)
penalties on the officers of the corporation. To be able
to punish the officers, the law should specifically provide
Rules on Piercing the Veil
that in case the corporation becomes liable, the officers
Rules: (Philippine Corporate Law, Cesar Villanueva, 2001
shall be directly punishable for the commission of the act
ed.)
or violation, and that they will suffer the penalty of
1. has a res judicata effect
imprisonment. Otherwise, they cannot be held liable.
2. to prevent wrong or fraud and not available for other
purposes
(2) When the penalty imposed is a fine; A corporation
3. judicial prerogative only
can be made criminally liable by being made to pay a
4. must be with necessary and with factual basis
fine. Fines are not civil obligations, but are penalties.
(3) When the corporation violates the Anti-Money INSTANCES OF PIERCING THE VEIL
Laundering Act (AMLA)
When the corporate veil: (Memory Aid: WAP-Fraud)
Penalties in the AMLA include: 1. Is used to defend a crime or is used to justify a
a. Suspension Wrong.
b. Revocation of license 2. Alter Ego cases
c. Fine 3. Defeats Public convenience;
4. Perpetuates Fraud;
8. Liability for torts
A corporation is liable whenever a tortuous act is
committed by an officer or agent under the express Effect: Stockholders may now be liable if the
direction or authority of the stockholders or members corporation:
acting as a body, or, generally, from the directors as the 1. Is used to defend a crime or is used to justify a
governing body (PNB vs CA, 83 SCRA 237). wrong.
But corporation is not entitled to moral damages 2. In Alter Ego Cases – when the corporate entity is
because it has no feelings, no emotions, no senses. merely a farce since the corporation is an alter ego,
(ABS-CBN vs. Court of Appeals) business conduit or instrumentality of a person or
another corporation.
Illustration:
If the assets of the corporation is worth Php 10M, This is in relation to the Anti-Dummy Law.
and their credit is worth Php 15M, is it enough to
pay the liabilities? Rules:
A: No. The creditors of that corporation cannot fully a. It applies because of the direct violation of a central
recover the amount they lent to the corporation. Here, corporate law principle of separating ownership from
they can only recover Php 10M. To recover the management.
remaining or unpaid Php 5M, they could go after the b. If the stockholders do not respect the separate entity,
properties in the name of the corporation. If the others cannot also be expected to be bound by the
properties are still not enough, they cannot go after the separate juridical entity.
stockholders. It is, as to the creditors, a “game over” c. Applies even when there are no monetary claims
situation. sought to be enforced.
Unlike in Partnership, wherein if in case its assets are 3. It defeats public convenience;
not enough to pay its liabilities, then the creditors can Illustration: The current networks involved are Globe
go after the personal assets of the partners because, as and Smart. The stockholders of Globe and Smart agreed
a general rule, it does not enjoy the Limited Liability to create another corporation, with the intention to
Rule enjoyed by a corporation. break the monopoly. By doing this, they now DEFEAT
PUBLIC CONVENIENCE or violate the law on Anti-trust.
VEIL OF CORPORATE FICTION
Thus, pursuant to piercing the veil doctrine, the public
can now lift the veil protecting the corporations in this
A corporation has a separate and distinct personality illustration because they are defeating public
from its shareholders, officers, and directors. Once said convenience.
corporate fiction is created, the veil hides the
stockholders such that when a corporation incurs 4. Is used to perpetuate fraud;
liability, the stockholders are shielded from liability. In so
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
8 / 14
CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
CLASSIFICATION OF SHARES for its no-par value shares shall be treated as capital and
shall not be available for distribution as dividends.
Section 6. Classification of Shares. – The classification of A corporation may further classify its shares for the
shares, their corresponding privileges, or restrictions, purpose of ensuring compliance with constitutional or
and their stated par value, if any, must be indicated in legal requirements.
the articles of incorporation. Each share shall be equal in
all respects to every other share, except as otherwise Section 6 now includes “preneed companies” and “other
provided in the articles of incorporation and in the corporations authorized to obtain or access funds from
certificate of stock. the public, whether publicly listed or not” as among the
corporations which cannot issue no-par value shares.
The shares in stock corporations may divided into
classes or series of shares, or both. No share may be
deprived of voting rights except those classified and WHAT ARE THE CLASSIFICATIONS OF SHARES?
issued as “preferred” or “redeemable” shares, unless
otherwise provided in this Code: Provided, That there
A: Shares are classified as:
shall always be a class or series of shares with complete
voting rights.
(1) Common shares
(2) Preferred shares
Holders of nonvoting shares shall nevertheless be
(3) Par value shares
entitled to vote on the following matters:
(4) No-par value shares
(a) Amendment of the articles of incorporation;
(5) Founder’s shares
(b) Adoption and amendment of bylaws;
(6) Redeemable shares
(c) Sale, lease, exchange, mortgage, pledge, or other
(7) Treasury shares
disposition of all or substantially all of the corporate
(8) Convertible shares
property;
(9) Voting shares
(d) Incurring, creating, or increasing bonded
(10) Non-voting shares
indebtedness;
(e) Increase or decrease of authorized capital stock;
1;2:
(f) Merger or consolidation of the corporation with
another corporation or other corporations; COMMON VS. PREFERRED SHARES
(g) Investment of corporate funds in another corporation
or business in accordance with this Code; and
(h) Dissolution of the corporation. NOTE: Common and preferred shares are the 2 main
classes or forms of stock.
Except as provided in the immediately preceding
paragraph, the vote required under this Code to approve
a particular corporate act shall be deemed to refer only Common Shares Preferred Shares
to stocks with voting rights.
Definition
The shares or series of shares may or may not have a
par value: Provided, That banks, trust, insurance, and Entitles the holders to a
preneed companies, public utilities, building and loan Shares having certain
pro rata share in the
associations, and other corporations authorized to obtain rights and privileges not
profits of the corporation
or access funds from the public whether publicly listed available to holders of
without preference over
or not, shall not be permitted to issue no-par value common shares.
the other stockholders.
shares of stock.
Stocks which are given
Preferred shares of stock issued by a corporation may be preference by the issuing
given preference in the distribution of dividends and in corporation in:
the distribution of corporate assets in case of liquidation, (1) Distribution of
or such other preferences: Provided, That preferred dividends;
shares of stock may be issued only with a stated par (2) Distribution of the
value. The board of directors, where authorized in the assets of the corporation
articles of incorporation, may fix the terms and in case of liquidation; or
conditions of preferred shares of stock or any series (3) Such other
thereof: Provided, further, That such terms and preferences as may be
conditions shall be effective upon filing of a certificate stated in the AOI which
thereof with the Securities and Exchange Commission, do not violate the Code.
hereinafter referred to as the "Commission".
Stockholders’ Rights and their limitations
Shares of capital stock issued without par value shall be
deemed fully paid and nonassessable and the holder of
such shares shall not be liable to the corporation or to Stockholders in common Also has the same voting
its creditors in respect thereto: Provided, That no-par shares are given voting right, unless the right to
value shares must be issued for a consideration of at rights. vote is clearly withheld.
least Five pesos (₱5.00) per share: Provided, further,
That the entire consideration received by the corporation
9 / 14
CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
10 / 14
CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
shareholder will have an dividends declared in the accordance with the presumption established in Section
interest in those current year. 6 par.5 that shares are equal in all respects unless
undeclared dividends. otherwise stated in the articles of incorporation and in
the certificate of stocks.
Example: In 2017 and 3;4
2018 the corporation did
not declare dividend. In PAR VALUE AND NO PAR VALUE SHARES
2019 it declared dividend.
In this case, the
stockholder shall be Par Value No Par Value
entitled to the dividends Definition
in 2017, 2018, and 2019. One with a specific It is one without any
money value fixed in the stated value appearing on
Illustration: 1,000 shares; Stated in the AOI that articles of incorporation the face of the certificate
these are preferred shares entitled to cumulative and appearing in the of stock; a stock which
dividends at Php5/share per year. 2017 and 2018, no certificate of stock. does not state show
dividends declared. 2019 – corporation declares much money it
dividends. represents.
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
from the date of incorporation: Provided, That such Q: Is that subject to the five-year limitation under the
exclusive right shall not be allowed if its exercise will SEC?
violate Commonwealth Act No. 108, otherwise known as A: SEC said NO. The only right subject to the five-year
the "Anti-Dummy Law"; Republic Act No. 7042, limitation is the right to vote and be voted as directors.
otherwise known as the "Foreign Investments Act of All other rights and privileges are not subject to the five
1991"; and otherwise known as "Foreign Investments year limitation period. It depends on the term provided
Act of 1991"; and other pertinent laws. in the AOI.
GR: Common shares cannot be deprived the right to
vote. Another, let’s say the holder of founder’s shares is given
the right to receive dividends ahead of the right to
XPN: In the case of Founder’s Shares – for a limited preferred shareholders. And it does not contain any
period of 5 years, owners of founders’ shares shall have limit.
an exclusive right to vote and be voted. (Sec. 7)
Q: So, can they get dividends ahead of the preferred or
1. What are the founder’s shares? common shareholders?
These are shares classified as such under the Articles of A: Yes. Again, the five year limit only applies to the right
Incorporation (AOI) and given certain rights and to vote and be voted as directors.
privileges, such as the right to vote for board of
directors. Is the 1-10 voting rights ratio for founder’s
shares subject to a limited period not to exceed
Duration of the effectivity of right to vote; when five (5) years provided under Sec. 7 of RCC?
reckoned? The 1-10 voting rights ratio for Founder’s shares is not
It is effective for a period of five years from a period of subject to the limited period not to exceed five (5) years
incorporation. It used to be five years from the approval provided under Sec. 7 RCC since the provision only
of SEC and now it’s five years from period of applies to the exclusive right to vote and be voted for in
incorporation. the election of directors. (Close Holding Corporation:
Founder’s Shares, SEC OGC Opinion No. 02-10 (January
Effect: After the lapse of 5 years the founder’s shares 15, 2010)
will be treated and given the same rights as other
common shareholders. Situation:
ABC Corporation is a public utility corporation,
What does this mean? It means that if the founder’s 60% owned by Filipinos and 40% by Foreigners.
shares will be included in the amendment of the AOI, It has 10 directors as specified in the Articles of
then the five years shall be reckoned not from the Incorporation. X and Z are foreigners who hold
amendment but from the incorporation of the founders shares with the right to be voted as
corporation. Unlike before where it is five years from the directors of the corporation for a period of five
period of approval of SEC. years.
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
What is the purpose of redeemable shares? Sec. 9. Treasury shares. - Treasury shares are shares of
A: They are issued for the purpose of attracting capital. stock which have been issued and fully paid for, but
subsequently reacquired by the issuing corporation by
What are the Rules in Redemption? purchase, redemption, donation or through some other
(1) Redeemable shares may be issued only when lawful means. Such shares may again be disposed of for
expressly provided for in the AOI. a reasonable price fixed by the board of directors.
(2) The terms and conditions affecting said shares What are treasury shares?
must be stated both in the AOI and in the COS. This refers to the shares wherein it is fully issued and
paid but is subsequently reacquired by the corporation
(3) Redeemable shares may be deprived of voting who issued such shares through redemption, donation
rights in the AOI. or any other means.
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CORPORATION LAW
Sources: Atty. Divina’s Lecture; “Commentaries on the Revised Corporation Code” by Villanueva; Lectures of ATTY. MOMONGAN, A.Y. 2020-2021
to apply for the convertibility feature and at the same without amendment of the AOI or approval of the
time you need to apply for the ACTUAL CONVERSION. shareholders.
Note: Generally it needs 2 amendments unless the (2) Subscribed Capital Stock
Convertibility feature is already there. You only need to It is the amount of capital stock subscribed (purchased),
amend for the actual conversion. whether fully paid or not.
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