A.

CORPORATION
1. Definition of corporation (Sec. 2)
2. Classes of corporations (Sec. 3)
3. Nationality of corporations
a. Control tests
b. Grandfather rule
4. Corporate juridical responsibility (Sec. 18)
a. Doctrine of separate juridical personality
i. Liability for tort and crimes
ii. Recovery of damages
b. Doctrine of piercing the corporate veil
i. Grounds for application of doctrine
ii. Grounds to determine applicability
5. Capital structure
a. Number and qualifications of incorporations (Sec. 10)
b. Subscription requirement (Secs. 10 and 12)
c. Corporate term (Sec. 11)
d. Classification of shares (Sec. 6)
i. Preferred shares versus common shares (Sec. 6)
ii. Scope of voting rights subject to classification (Sec. 6)
 iii. Founder’s shares (Sec. 7)
iv. Redeemable shares (Sec. 8)
v. Treasury shares (Sec. 9)
6. Incorporation and organization
a. Promoter
i. Liability of promoter
ii. Liability of corporation for promoter’s contracts
b. Subscription contracts (Sec. 59)
c. Pre-incorporation subscription agreements (Sec. 60)
d. Consideration for stocks (Sec. 61)
e. Articles of incorporation (Sec. 13 - 16)
i. Contents
ii. Non-amenable items
f. Corporate name; limitations on use of corporate name (Sec. 17)
g. Registration, incorporation, and commencement of corporate existence (Sec. 18)
h. Election of directors or trustees (Sec. 23)
i. Adoption of by-laws (Sec. 45)
i. Contents of by-laws
ii. Binding effects
iii. amendment
j. Effects of non-use of corporate charter (Sec. 21)
7. Corporate powers
a. General capacity; theory of general capacity (Sec. 35)
b. Specific capacity; theory of specific capacity (Sec. 35)
c. Power to extend or shorten corporate term (Sec. 36)
d. Power to increase or decrease capital stock or incur, create, increase bonded
indebtedness (Sec. 37)
e. Power to deny pre-emptive right (Sec. 38)
f. Power to sell or dispose corporate assets (Sec. 39)
g. Power to acquire own shares (Sec. 40)
h. Power to invest corporate funds in another corporation or business (Sec. 41)
i. Power to declare dividends (Sec. 42)
j. Power to enter into management contract (Sec. 43)
k. Limitations
i. Ultra vires acts (Sec. 44)
(a) Application of ultra vires doctrine
(b) Consequences of ultra vires acts
l. Doctrine of individuality of subscription
m. Doctrine of equality of shares (Sec. 6)
n. Trust fund doctrine
i. How exercised
(a) By the stockholders (Sec. 6)
(b) By the directors (Sec. 22)
(c) By the officers
8. Stockholders and members
a. Fundamental rights of a stockholder (Sec. 6)
b. Participation in management
i. Proxy (Sec. 57)
ii. Voting trust (Sec. 58)
iii. Cases when stockholders’ action is required (Sec. 6)
(a) By a majority vote (Secs. 27, 29, 43, 47, 61, 134)
(b) By a two-thirds vote (Secs. 15, 27, 31, 33, 36, 37, 38, 39, 41, 42, 43, 47, 76, 94, 114,
135)
(c) By cumulative voting (Sec. 23)
 iv. Manner of voting (Sec. 57)
c. Proprietary rights
i. Right to dividends (Sec. 42)
ii. Appraisal right (Sec. 80)
(a) When available
(b) Manner of exercise of right (Secs. 81, 85)
iii. Right to inspect (Sec. 73)
iv. Pre-emptive right (Sec. 38)
v. Right to vote (Sec. 6)
vi. Right to dividends
 d. Remedial rights
i. Individual suit
ii. Representative suit
iii. Derivative suit
e. Obligations of a stockholder
f. Meetings
i. Regular or special (Secs. 48, 49)
ii. Notice of meetings (Sec. 49)
iii. Place and time of meetings (Sec. 50)
iv. Quorum (Sec. 51)
v. Minutes and agenda of meetings (Sec. 49)
9. Board of directors and trustees
a. Repository of corporate powers (Sec. 22)
b. Tenure qualifications and disqualifications of directors (Sec. 22)
c. Requirement of independent directors (Sec. 22)
d. Elections (Sec. 23)
i. Cumulative voting
ii. Quorum
e. Removal (Sec. 27)
f. Filling of vacancies (Sec. 28)
g. Compensation (Sec. 29)
h. Disloyalty (Sec. 33)
i. Business judgment rule
j. Solidary liabilities for damages (Sec. 30)
k. Personal liabilities
l. Responsibility for crimes (Sec. 171)
m. Special fact doctrine
n. Inside information
o. Contracts
i. By self-dealing directors with corporation (Sec. 31)
ii. Between corporations with interlocking directors (Sec. 32)
p. Executive and other special committees (Sec. 34)
i. Creation
ii. Limitations on its powers
q. Meetings
i. Regular or special (Sec. 52)
(a) When and where
(b) Notice
(c) Attendance in meetings
ii. Who presides (Sec. 53)
iii. Quorum (Sec. 52)
iv. Rule on abstention
10. Capital affairs
a. Certificate of stock (Sec. 62)
i. Nature of the certificate
ii. Uncertificated shares
iii. Negotiability; requirement for valid transfer of stocks
iv. Issuance
(a) Full payment (Sec. 63)
(b) Payment pro-rata
v. Stock and transfer book (Sec. 73)
(a) Contents
(b) Who may make valid entries
(c) Stock transfer agent
vi. Lost or destroyed certificates (Sec. 72)
vii. Situs of the shares of stock
b. Watered stocks
i. Definition
ii. Liability of directors for watered stocks (Sec. 64)
iii. Trust fund doctrine for liability for watered stocks
c. Payment of balance of subscription (Sec. 66)
i. Call by board of directors
ii. Notice requirement
 d. Sale of delinquent shares (Sec. 67)
i. Effect of delinquency (Sec. 70)
ii. Call by resolution of board of directors (Sec. 67)
iii. Notice of sale (Sec. 67)
iv. Auction sale (Sec. 67)
e. Alienation of shares (Sec. 62)
i. Allowable restrictions on the sale of shares (Secs. 62, 97)
ii. Sale of partially paid shares
iii. Sale of a portion of shares not fully paid
iv. Sale of all of shares not fully paid
v. Sale of fully paid shares
vi. Requisite for valid transfer
vii. Involuntary dealings
f. Corporate books and records (Sec. 73 - 74)
i. Records to be kept at principal office
ii. Right to inspect corporate records
iii. Effect of refusal to inspect corporate records
11. Dissolution and liquidation
a. Modes of dissolution (Sec. 133)
i. Voluntary dissolution
(a) Where no creditors are affected (Sec. 134)
 (b) Where creditors are affected (Sec. 135)
(c) By shortening of corporate term (Sec. 136)
(d) Withdrawal of dissolution (Sec. 137)
ii. Involuntary dissolution (Sec. 138)
b. Methods of liquidation (Sec. 139)
i. By corporation itself
ii. Conveyance to a trustee within a three-year period
iii. By management committee or rehabilitation receiver
iv. Liquidation after three years
12. Other corporations
a. Close corporations
i. Characteristics of a close corporation (Sec. 95)
ii. Validity of restrictions on transfer of shares (Sec. 97)
iii. Issuance or transfer of stock in breach of qualifying conditions (Sec. 98)
iv. When board meeting is unnecessary or improperly held (Sec. 100)
v. Pre-emptive right (Sec. 101)
vi. Amendment of articles of incorporations (Sec. 102)
vii. Deadlocks (Sec. 103)
b. Non-stock corporations
i. Definition (Sec. 86)
ii. Purposes (Sec. 87)
 iii. Treatment of profits (Sec. 86)
iv. Plan and distribution of assets upon dissolution (Secs 93, 94)
c. Educational corporations (Secs. 105-106)
d. Religious corporations
i. Corporation sole; nationality (Sec. 108)
ii. Religious societies (Sec. 114)
e. One Person corporations
i. Excepted corporations (Sec. 116)
ii. Capital stock requirement (Sec. 117)
iii. Articles of incorporation and by-laws (Sec. 118, 119)
iv. Corporate name (Sec. 120)
v. Corporate structure and officers (Secs. 121-123)
vi. Nominee (Secs. 124-126)
vii. Minutes and records (Sec. 127, 128)
viii. Liability (Sec. 130)
ix. Conversion of corporation to one person corporations and vice versa (Sec. 131,
132)
f. Foreign corporations
i. Bases of authority over foreign corporations
(a) Consent
(b) Doctrine of “doing business”
ii. Necessity of a license to do business
 (a) Requisites for issuance of license (Sec. 142, 143)
(b) Resident agent (Sec. 144, 145)
(c) Amendment of license (Sec. 148)
iii. Personality to use (Sec. 150)
iv. Suability of foreign corporations (Sec. 150)
v. Instances when unlicensed foreign corporations may be allowed to sue (isolated
transactions)
vi. Grounds for revocation of license (Sec. 151)
13. Merger and consolidation
a. Definition and concept
b. Distinguish: constituent and consolidates corporation
c. Plan of merger or consolidation (Sec. 75)
d. Articles of merger or consolidation (Sec. 77)
e. Procedure
f. Effectivity (Sec. 78)
g. Limitations
h. Effects (Sec. 79)
14. Investigations, offenses, and penalties
a. Authority of Commissioner
i. Investigation and prosecution of offenses (Sec. 154)
ii. Administration of oath and issuance of subpoena (Sec. 155)
iii. Cease and desist power (Sec. 156)
iv. Contempt (Sec. 157)
b. Sanctions for violations
i. Administrative sanctions (Sec. 158)
ii. Prohibited acts (Secs. 159-170)
iii. Penalties (Secs. 159-170)
iv. Who are liable (Secs. 171-172)
c. Authority of the Securities and Exchange Commission