Professional Documents
Culture Documents
6-A
1. Define Corporation
- Corporation is an artificial beng that created by group of people for the certain purposes and acted as a
single entity recognized by the law.
-The characteristics of corporation first is artificial being it is because corporation is acknowledge by law
as a single entity or being which has a different personality to its owners. Next is corporation is created
by operation of law it means that it must be created under the law ang only SEC can grant the license to
operate a corporation. The other one is corporation has the right of succession and it is the passing of
authority of ownership to its successor. Lastly corporation has limited capacity or it has a limited
operation depending of what is granted by the law.
- GOCC is a corporation that is owned by the government or run by the government that "operates
commercial and non-commercial activities". In this form government participate in economics and in
social development. And the examples of GOCC are SSS, Government service insurance system and etc.
which are it received subsidies and dividends to the national government.
4. What is "Piercing the veil of corporate fiction" or " intrumentality or " Alter ego" doctrine?Explain.
- Piercing the veil of corporate fiction is created to treat or protect the rights and duties of corporations
for because it used to perpitrate fraud or exicute something that is related to crime. Instrumentality
means is something that is intended to be used in any manner. And the alter ego doctrine is the law
created in a court for the obligation of the corporation to be treated as of its shareholdersdor the reason
to protect the rights and duties of corporations.
The elements of piercing the veil of corporate fiction are committing fraud and alter ego.
- Under the concept of corporation law succession is passing the authority to the successor who take
over the company.
a) purpose
1. Public - organized for the government with a purpose of general good and welfare.
3. GOCCs - Corporation that is governed by the government may be nonstock or stock corporation.
c) as to law of incorporation
eleemosynary or civil)
The main components part of corporations are limited liability for investors - Losses are limited to
amount invested. Free transferability of investor interests - Allows for investors to controltheir risk to
sell anytime they want to because they have limited authority. Legal personality (entity-attributable
powers, life span and purpose) -Allow for corporations to live on as long it has capital. Centralized
management - allow company to operate efficiency by allowing only directors to determine direction of
company
According to revised corporation code are nonvoting shares, par value, non-par value, preferred shares,
treasury shares, and etc.
In doctrine of equality of shares all stocks issued by the corporation are presumed equal with the same
privileges and liabilities, provided that the articles of incorporation is silent on such differences.
- Redeemable shares are shares that issued by corporation that is provided by the article of the
incorporation "They are shares which may be purchased by the corporation from the holders of such
shares upon the expiration of a fixed period, regardless of the existence of unrestricted retained
earnings in the books of the corporation, and upon such other terms and conditions stated in the articles
of incorporation and the certificate of stock representing the shares, subject to rules and regulations
issued by the Securities and Exchange Commission (SEC)."
A par value for a stock is its per-share value assigned by the company that issues it and is often set at a
very low amount such as one cent. A no-par stock is issued without any designated minimum value.