Section 19, 20 de facto

Ultra vires (Latin: "beyond the powers") is a Latin phrase used in law to

describe an act which requires legal authority but is done without it. Its
opposite, an act done under proper authority, is intra vires ("within the
powers"). Acts that are intra vires may equivalently be termed "valid", and
those that are ultra vires termed "invalid".

Powers of corp

quo warranto  is a legal procedure used to challenge an individual’s right to or

authority over the position he or she holds.

A solicitor general or public prosecutor may file a quo warranto petition upon

the order of the President. An individual also has the right to question
someone’s position as long as the petitioner is the one claiming authority over
that position.

Bakit napawalang bisa agad franchise pero proceedings palang?

Congress is tasked to issue franchise

They question if the franchise is valid, allegedly violated kasi nagkaroon ng

foreign investors, vested solely upon the Congress.

Congress gives franchise sa corporation kapag mag-engage sa mass media

Solicitor general, ask validity nung license

100% nationalization

Hindi na nya maacquire ang frequency pero corporation pa rin, still licensed sa
Sec, its just the franchise. 25 years

Revised- perpetual life na ang corporation

They can still broadcast

630 Sais Trenta—radio—analog—PWEDENG HATIIN SA
TATLO(SUBFREQUENCY)

Iba yung de facto corps a franchise

Corporation by estoppel – binding, you have to perform obligation

What is the basis of Corporation?

Civil code of the Philippines

Separate law, PS under Civil code

Sui generis- a kind of its own

11232 unlike sa partnership, corp – kind of its own. Kasunduang sibil, legal,
pinapasok pinagkakasunduan. May sariling batas bec gov may pakiaalam sa
crop, itakda alituntunin.

What makes special?

You can take franchises, PS not necessarily

Concept—limited liability

It protects incorporators, stockholders, corporators

Baka for crime, etc, and you will get away from liab dahil distinct person tapos
limited liability

Doctrine of piercing the veil of corporate personality

Piercing the veil of corporate fiction is an equitable doctrine developed to

address situations where the separate corporate personality of a corporation
is abused or used for wrongful purposes. We find, however, that the corporate
veil must be pierced
Bilog—corporators and incorporators, may belo kung saan protected, kapag it
is used to justify wrong, commit crime/fraud

You are not entitled to defense of separate personality, pag nabutas, sinong
tao na nasa bilog and panagutin

Accounting for Corp

No capital accounts, but share capital

Shareholder’s equity

\section 2,3- def, classification

Stock or non-stock Either stock or non pwedeng for profit

Non Stock- which are not task to distribute any income/surplus profit to
member. Reinvested in order to caryy out purpose

Stock- capital stock divided into shares, and authorized to distri to its holders
of shares any allotment or surplus profits

Dividends 3 DATES, awa at compassion ng BOD when

1. Declaration
2. Record
3. distribution

Di pwede na mag-ipon or not declare dividends na umaabot nanadodoble na

yung unrestricted retained earnings

Improperly accumulated earnings tax. Kapag hindi nagdeclare ng dividends

Section 29 of the National Internal Revenue Code (NIRC) of 1997, as
amended, imposes Improperly Accumulated Earnings Tax (IAET) on
corporations for each taxable year on the improperly accumulated taxable
income of such corporations. It is equal to 10 percent of the improperly
accumulated taxable income.

Trust Fund Doctrine-- Doctrine of Assets and equity are being reserved for
payment to creditors

Hindi pwedeng declare nang declare na nagiging insolvent, yung liabilities

mas mababa na sa assets because they are being reserved in favor od
creditors and investors, hindi rin pwedeng ipunin na nagdouble na unrestricted
RE—masususbj na sa IAET

Section 4

Ordinary corporate

RA 11232

special law (governed by)

-PAGCOR

-PH amusement and gaming corp

Section 5 bumubuo ng corp

Incorporators-beginning of corp, pwedeng corporators but not all corporators

are incorporators

Corporators-

Stockholders/members

Board of directors/board of members/trustees

May sariling charter ba ang pup? Wala, hindi sya corp—state university

Govern by ordinary corp

Board of trustees-pup

Teaching main purpose

Expressly- engage in the bus of teaching

Impliedly- engage in contract of enrolment, graduate 4-5 years, confer ng

ganong degree

Necessary- filter those worthy enough to have seat in pup

Section 6

Pwede rrin voting rights sa preference share

Act of Strict dominion

--pwede voting rights kapag may amendments sa articles of corp

Yung mga bawal gawin without consent ng partners

(like alter yung immovable, settle obligation, yung iffree sa claims/settle)

MEMORIZE A TO H

1. Amendment of the articles of incorporation;

2. Adoption and amendment of by-laws;

3. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate
property;

4. Incurring, creating or increasing bonded indebtedness;

5. Increase or decrease of capital stock;

6. Merger or consolidation of the corporation with another corporation or other corporations;

7. Investment of corporate funds in another corporation or business in accordance with this Code; and
8. Dissolution of the corporation. Except as provided in the immediately preceding paragraph, the vote
necessary to approve a particular corporate act as provided in this Code shall be deemed to refer only to
stocks with voting rights. (5a)
Issue without par value- deemed fully paid

Hindi pwede mag issue for less than 5 pesos

Founder, redeemable, treasury shares

Founder shares—as many perks, incorporators, can have power to be elected in BOD but not more than
5 year, officer in corp, may dividends

Treasury shares—not outstanding but issued, power of corp to reacquire shares par maganda EPS,
maganda stand sa industry.. and for purposes of voting in legal sense(treasury shares cannot vote)

Redeemable shares— parang pautang, pinapautang ka pero ibabalik mo rin. pwede lang mag issue ng
redeemable shares kapag stated in articles, pwede magreacqurie regardless may unrestricted RE

Sa treasury ata yung pwede lang magreacquire kapag may unrestricted RE sa Treasury tapos exception
yung redeemable.

To acquire more funds, tapos irereacquire para sa voting rights

Yung treasury naman need ng consent ng may-ari

Corporate powers and capacity—section 35