May the pre incorporation subscription be revoked if the articles

of incorporation are already failed, but all the subscribers

consent to the revocation. There was already a complete that
documents, all the subscribers agreed, but the documents has not
been submitted to the SEC.

Q: If the documents were already filed up and all the subscribers

agreed to sign but the documents has not been submitted to the
SEC and the fact that they're all the subscribers agreed to the
revocation. Will that vocation be valid?
A: Yes. The one that would prevent the vocation, even with the
consent of the subscribers would be when the documents are
already filed with the sec.

Is grandfather rule applicable if a corporation involved is

engaged in nationalized or partly nationalized industries as
defined by the consti.
Yes.

Is there a need for a resolution of the majority of the members of

the BOD or the stockholder to vote through remote
communication or in absentia depends on the nature of the
entity.

A: If the entity is a publicly listed company, even in the absence

of a provision in the bylaws, the conduct or promote
communication may be allowed.
Can five-person corporation migrate to an OPC during its
lifetime and vice versa.

The corporation probably was place and their delinquency

because of non operation for five years after it has initially
started its operation. So five-year-olds lapse there is no activity
activity. So the corporation was placed by the sec under
delinquency status. Is there a limit to such?
A: a limit to such the limit as provided in the ICC is only for two
years and the corporation will have to comply with the
requirements of the sec. And Has resumed their operation within
the two year period.

The corporation was placed under delinquency status. Probably

the delinquency was repaired. So it went back to its regular
business activity. And then afterwards, again for five years they
became inactive place again, under delinquency, the law did not
provide a limit.

So it would be assume that the corporation can continue to

operate, provided that they are restored to the regular businesses
status after the delinquency. Okay.

When you compute for the outstanding capital, we are looking at

the number of issued stocks or shares. So we look at the binding
subscription agreement From the pre incorporation until the
corporation has been fully established or incorporated. So we
look at the binding subscription, the number of shares already
issued by the corporation.
The authorized capital, there is a subscription part thereon So if
there is a subscription on the authorized capital, Say a 70% has
been subscribed, then that would be your basis for the two
thirds.

If there were surrenders because of exercise of a appraisal right

just deduct it from the computation. So you just have the two
thirds outstanding meaning to say issued shares.

If the corporation invested in business, Not provided in the

articles of incorporation as main or secondary purpose it can be
considered as ultra vires. Can it be ratified without amending
the purpose in its articles are the acts. Can it be ratified without
amending the purpose in its articles are the acts prior to the
amendment of the articles, be cured, by notification, the
shareholders.

If the art of the corporation is outside the authorized purpose.

The corporation is deemed to have committed an ultra virus.
And ultra virus act, of course can be subject to ratification and
illegal act cannot.
Can an ultra Vires act be ratified by the stockholders?
Yes.

The ultra vires act has nothing to do with the the placing of
the corporation and the delinquency, because the law is very
clear that delinquency would arise If there is an inactivity on
the part of the corporation for at least five years, they they
commenced their business operation. So in activity of five, It
will lead to a delinquency status after the due process after
notice and hearing by the sec and the sec determine that
indeed the corporation should be placed under delinquency
status.

Does the rule on perfection of contracts applied to sale of

shares?
Yes. If the if the issue is between the parties. The same. Yes. It
will involve them, but as to its validity as to its effect on a third
person and on the corporation, registration in the books will still
be necessary.

A subscribe X amount of shares from the corporation. He

partially paid the same, but balance was not fully paid. Could
the existing stockholders exercise preemptive right in this case.
A: Pre emptive rights can only be exercised on those shares to
be issued by the corporation. Now this one, there is already a
subscription to the shares. So meaning to say it was already
there. So if this is already the issued, the the stockholder is
already the committed and already entitled to that particular
number of shares that he subscribes to know, although it has not
yet been paid it is already the in the name of the stockholder,
except that it has not yet been paid now, how will this be forced
on the holder by of course, by a capital call from the from the
board of directors.

Now, can this be offered to other stakeholders that's illegal

because that has already been subscribed with now. So the
stakeholder would already be entitled to those shares which he
subscribed to.
1. To be sued and be sued in its corporate name
2. to have perpetual existence will have this perpetual
existence unless they opt in now, unless they opted to retain
them.
3. Limitation of a corporate existence in their articles of
incorporation
4. To adopt and to use a corporate seal,
5. Amend its articles of incorporation.
6. Adopt bylaws, not contrary to law Morals or public policy
and to ammend or to repeal the same
7. in case of stock corporation to issue or sell stocks to
subscribers and to sell treasury shares in accordance with
law and to admit members to the corporation, if it be a non-
stock corporation.

So one can become a stockholder if he holds shares of stocks

and that is flowing from the right of the corporation of the power
of the corporation to issue shares of stock.

On the other hand, when we talk about the non-stock

corporation, these nonstock corporations of course, to survive
must have members. So for the corporation to have members,
they should be empowered to recruit new members

8. to purchase receive, take, or grant , hold, convey, sell, Lease,

pledge, mortgage and otherwise deal with such real and personal
property, including securities and bonds of other corporations.
As the transaction of the local business of the corporation may
reasonably and necessarily subject the limitations prescribed by
law and the constitution.