Guinang, Steven Lloyd J.

In a Nutshell!
Problem 9-Stockholders; Contractual Relationship; Quorum (2009)
A. Yes, the petition will be granted as it is supported by the Articles of Corporation.
This article is a strong weapon for the petition since it contains the contractual
relationship between the State and the Corporation, the State and the
stockholders, the corporation and the stockholders, and also the charter of the
corporation. Thus, with this, Juancho has a clear right to have his stockholdings
recorded.

B. Article 52 of the Corporation Code of the Philippines states that, unless the
articles of incorporation or the by-laws provides for a greater majority, a majority
of the directors or trustees as stated in the articles and incorporation shall
constitute a quorum to transact a corporate business. Basing to this and to the
case, the quorum for the Triple A’s meeting should be 289 shares including the
33 common shares.

Problem 10- Ultra Vires Acts (2009)

A. No corporation under Article 45 of the Corporation Code of the Philippines shall
possess or exercise any corporate powers except those conferred by this Code
or by its articles of incorporation and except such as are necessary or incidental
to the exercise of the powers so conferred.

B. When it comes to the Board of Directors, it would be void when they enter into
a contract whereas it need a formal confirmation vote from the stockholders.
For instances, this contracts includes when the corporation engage in a
business which is not a pursuit of its primary purpose and when the corporation
invest in another corporation.

C. When a corporate officer enters into a contract on behalf of the corporation

without having been so expressly or impliedly authorized by the Board of
Directors, even when the act or contract falls within the corporation’s express,
implied or incidental power, then the unauthorized act of the corporate.

Problem 11-Corporation; Sole Proprietorship (2010)

A. If Dianne were to operate a single proprietorship, her liability for its debts and
losses will be unlimited. While if she operates a separate corporation, her
liability and losses will be just limited because a corporation is a separate
juridical personality. Thus, operating into a separate corporation is best for
Dianne that operating a sole proprietorship as it raised more funds for the
business. On the other hand, when she will set a restaurant as branch office of
the existing corporation, all the assets of the existing corporation will be liable
for the debts and losses of the restaurant business. On the bright side for this,
the existing corporation will have more funds.
 B. A corporation should have at least 5 directors or trustees and it must have a
president, secretary, and a treasurer.

C. The majority of its directors should be residents of the Philippines as well as its
secretary. Directors should have at least one share of the capital stock and
must be recorded in the book of corporation under his/ her name. Also, the
president should a director.

Problem 12-BOD; Qualifications (2012)

A. X, Y, Z, and T and could be a subscribers and incorporators. While S could not
be possibly a subscriber nor incorporator given that S is a minor. Also, GGG,
KKK, and CCC Corporation could be subscribers but never an incorporator.

B. The following are included but not limited to the difference between
incorporators and subscribers:
 the number of incorporators cannot exceed fifteen while the number of
subscribers could be more than fifteen
 all the incorporators are required to sign and acknowledge the Articles
of Incorporation while the subscribers are not
 the incorporators could be either natural or juridical persons

C. X, Y, Z, and T could be a director but under the Corporation Code, they need
to fulfill the nationality and residency requirements.

D. Anybody with the qualifications required under the by-laws of the corporation or
under the law(s) governing the business of the corporation, could be elected
Treasurer by the Board of Directors.

E. To be eligible for appointment as a Corporate Secretary, an individual is

required to be both a resident and citizen of the Philippines. Under the law, they
are required to document minutes of board meetings and ensure actions of the
board during such meetings are acted in good faith and in accordance with the
law.