PERSONS WHO CAN BE INCORPORATORS

- Corporations and other juridical persons cannot be incorporators because of

the express provision in Section 10 that the incorporators must be natural
persons.
- LGU, but local government officials may organize a corporation subject to
limitations
-
CAPACITY

- An incorporator must have the capacity to act. Capacity to act is the power to
do acts with legal effect.

GENDER

- Equal rights
- Married women can be incorporators

CITIZENSHIP

- No requirement that majority must reside in the Ph, rule however is subject
to the requirements of pertinent nationalization laws. Like if the law requires
all stockholders to be filipino citizens then it follows that all incorporators
must also be citizen.
ACCOMPLISHED FACT

- An incorporator remains an incorporator even if he will later on cease to be a

corporator or shareholder.

Sec. 11. Corporate term. - A corporation shall exist for a period not exceeding fifty
(50) years from the date of incorporation unless sooner dissolved or unless said
period is extended. The corporate term as originally stated in the articles of
incorporation may be extended for periods not exceeding fifty (50) years in any
single instance by an amendment of the articles of incorporation, in accordance with
this Code; Provided, That no extension can be made earlier than five (5) years prior
to the original or subsequent expiry date(s) unless there are justifiable reasons for
an earlier extension as may be determined by the Securities and Exchange
Commission.

RATIONALE FOR TERM LIMIT

The 50 yr limit is imposed by law to permit the stock holders to decide at the end of
50 yrs whether to continue or not with the corporation

STATE CONTROL
- The state is naturally interested that the privilege of juridical persons be
enjoyed only under the conditions and not beyond the period that it sees fit
to grant.

ARBITRARY LIMIT
- It was pointed out that the limit of corporate life is arbitrary.
EXTENSION OF TERM
- Extension of the. Must be made within the time at the moment described by
the corporation Otherwise. Operations personality will cease.
- Since the privilege of extension is purely statutory, all of the statutory
conditions precedent must be complied with in order that the extension may
be effectuated.

DOCTRINE OF RELATIONS / RELATE BACK DOCTRINE

- Under this doctrine, the filing and recording of a certificate of extension after the term
cannot relate back to the date of the passage of the resolution of the stockholders to
extend the life of the corporation.
- SEC clarified that the doctrine does not apply if there was fault or negligence on the
part of the corporation.

NO ANNUAL RENEWAL
- SEC cannot require the annual renewal of the certificate of registration of a
corporation.

Sec. 12. Minimum capital stock required of stock corporations. - Stock corporations incorporated
under this Code shall not be required to have any minimum authorized capital stock except as
otherwise specifically provided for by special law, and subject to the provisions of the following
section.

MINIMUM AUTHORIZED CAPITAL

Sec 12 provides that there is no minimum authorized capital under the corp code, however, if the
minimum paid up capital of 5k prescribed under sec 14 is considered, it is clear that the initial authorized
capital cannot be less than the same amount.

IMPORTANT TERMS

AUTHORIZED CAPITAL STOCK

Is the amount fixed in the Articles of Incorporation to be subscribed and paid by the stockholders of the
corporations.

SUBSCRIBED CAPITAL

Is that portion of the authorized capital stock that is covered by SUBSCRIPTION AGREEMENTS whether
fully paid or not

PAID-UP CAPITAL

Is the amount of outstanding capital sock and additional paid-in capital or premium paid over the par
value of the shares

OUTSTANDING CAPITAL STOCK

Refers to the total shares of stock issued to subscribers or stockholders, whether or not fully or partially
paid except treasury shares so long as there is a binding subscription agreement.