FACTUAL SITUATIONS AND POINTS OF CONTACT1

CORPORATIONS
FACTUAL SITUATIONS POINTS OF CONTACT

Existence, legal character, Capacity, General Rule: the law of the place of
powers and liabilities incorporation

Exceptions:

1. Constitutional and Statutory

Restrictions (CONST. Art. XI) For
constitutional purposes – even if it is
incorporated in the Philippines, it is not
deemed a Filipino corporation and
cannot acquire land, exploit our natural
resources, and operate public utilities
unless 60% of the capital is Filipino
owned (or American owned because of
the Parity Amendment). (CONST. Art.
XII, Sec. 2, 10, and 11)

2. Control Test During Wartime –

the veil of corporate identity is pierced
and the nationality of the controlling
stockholders is used to determine if a
corporation is an enemy corporation or
not (the Control Test). (Doris Wisnkip
v. Phil. Trust Co., L-3869, January
31, 1952)

Alteration of Charter
Internal Organization
1
Source: San Beda Memory Aid
Merger and Consolidation
Formation of the corporation
(requisites); Kind of stocks; transfer Law of the place of incorporation
of stocks to bind the corporation;
issuance, amount, and legality of
dividends; powers and duties of
members, stockholders, and officers

Validity of corporate acts and Law of the place of incorporation and

contracts (including ultra-vires acts) law of the place of performance (the
act or contract must be authorized by
BOTH LAWS)

Right to sue and amenability to court Lex fori

processes and suits against it

Manner and effect of dissolution Law of the place of incorporation

provided that the public policy of the
forum is not mitigated against

Domicile If not fixed by the law creating or

recognizing the corporation or by any
other provision – the domicile is where
its legal representation is established or
where it exercises its principal
functions (CIVIL CODE, Art. 51)

Receivers (appointment and 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 of receivers is CO-
EXTENSIVE with the authority if the
appointing court).
 PARTNERSHIP
FACTUAL SITUATIONS POINTS OF CONTACT

The existence or non-existence of The personal law of the partnership –

legal personality of the firm; capacity that is – the law of the place where it
to contract; liability of the firm and was created. (CODE OF
the partners to third persons COMMERCE, Art. 15). Subject,
however, to the exceptions given above
as in the case of corporations.

Creation of branches in the Philippine Law (law of the place where

Philippines; validly and effect of the branches were created) (CODE OF
branches' commercial transaction; COMMERCE, Art. 15)
and the jurisdiction of courts

Dissolution, winding up, and Philippine law(CODE OF

termination of branches in the COMMERCE, Art. 15)
Philippines

Domicile The place where their legal

representation is established or where
they exercise their principal functions.

Receivers Philippine law insofar as the assets in

the Philippines are concerned
(authority of such receivers can be
exercised as such only in the
Philippines

FOUNDATIONS
FACTUAL SITUATIONS POINTS OF CONTACT

Foundations (combination of capital Personal law of the foundation (place

independent of individuals, usually of the principal center of
not for profit) administration).