CORPORATION LAW ACRONYMS By:Michelle Joy Itable, CPA

CORPORATION LAW ACRONYMS

 SECTION 6. ALL SHARES WILL VOTE EVEN WITHOUT VOTING RIGHTS.

III AM SAD

Incurring, Creating or Increasing (ICI) Bond indebtedness

Increase or decrease of Authorized Capital Stock
Investment of corporate funds in another corporation or business in accordance with this Code;
and

Amendment of the Articles of Incorporation –

Merger or Consolidation of the Corporation with another Corp.

Sale Lease, Exchange, Mortgage or Pledge (SLEMP) of all or substantially all corporate
properties
Amendment and adoption of by laws
Dissolution of the Corporation

 SECTION 16. GROUNDS FOR DISAPPROVAL OF CORPORATION:

FFUN

F – The certification concerning the amount of capital stock subscribed and/or paid is False;
F- The required percentage of Filipino ownership of the capital stock under existing laws or the
Constitution has not been complied with
U - The purpose or purposes of the corporation are patently Unconstitutional, illegal, immoral or
contrary to government rules and regulations;
N - The articles of incorporation or any amendment thereto is NOT substantially in accordance
with the
Form prescribed herein

 DEALINGS OF DIRECTORS, TRUSTEES OR OFFICERS WITH THE CORPORATION SEC 31.-

VALID NOT MERELY VOIDABLE IF:

P VICO
(to remember: Pasig Vico Sotto)

P- Presence of such director or trustee in the board meeting in which the contract was approved was
not necessary to constitute a quorum for such meeting

V- Vote of such director or trustee was not necessary for the approval of the contract
I – Independent Directors majority vote approval of material contracts for Corps vested with Public
Interest
C- Contracts are Fair and reasonable
O- in case of an Officer, the contract has been previously authorized by the BOD

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 CORPORATION LAW ACRONYMS By:Michelle Joy Itable, CPA

 ACTS THAT CANNOT BE DELEGATED TO THE EXECOM (SEC.34)

AVAAD

Approval requiring SHs approval

Vacancy filling up in the board
Amendment /adoption/repeal of bylaws
Amendment or term is not amendable or repealable
Distribution of Cash dividends to the Shs

 CORPORATE POWERS AND CAPACITY (SEC.35)

SPPPACE BIRD

S -To SUE and be sued in its corporate name;

P -To have PERPETUAL existence unless the certificate of incorporation provides
otherwise;
P -To enter into a PARTNERSHIP, joint venture, merger, consolidation, or any other
commercial agreement with natural and juridical persons;
P -To establish PENSION, retirement, and other plans for the benefit of its directors,
trustees, officers, and employees; and

A -To AMEND its articles of incorporation in accordance with the provisions of this Code;

C -To adopt and use a CORPORATE SEAL;

E -To EXERCISE such other powers as may be essential or necessary to carry out its
purpose or purposes as stated in the articles of incorporation.

B -To adopt BYLAWS, not contrary to law, morals or public policy, and to amend or
repeal the same in accordance with this Code;

i - In case of stock corporations, to ISSUE or sell stocks to subscribers and to sell treasury
stocks in accordance with the provisions of this Code; and to admit members to the
corporation if it be a non stock corporation;
R - 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 lawful business of the
corporation may reasonably and necessarily require, subject to the limitations prescribed
by law and the constitution;
D -To make reasonable DONATIONS, including those for the public welfare or for
hospital, charitable, cultural, scientific, civic, or similar purposes: Provided, That no
foreign corporation shall give donations in aid of any political party or candidate or for
purposes of partisan political activity;

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 CORPORATION LAW ACRONYMS By:Michelle Joy Itable, CPA

 PIERCING OF THE CORPORATE VEIL

PPA J DDIC
(to remember: “Pa J ng Dick”  )

P - protection of Fraud
P - perpetuate a deception
A-Alter ego, adjunct or business conduit for the sole ben of SHs

J- Justify wrong

D-Defeat Public Convenience

D-Defend crime
I- Confuse legitimate issues
C- circumvent the law

 EFFECTS OF MERGER/CONSOLIDATION SEC 79

SEP

S- Single Corp… Constituent corps shall become single corp

E-Existence of the Constituent Corp shall cease
P- Possess all the rights, priviliges, Immunities and franchises of Constituent Corps.

 WHEN APPRAISAL RIGHTS MAY BE EXERCISED SEC.80

(ASIM)

A- Amendment of AOI which has effect of changing the rights of SHs, authorizing Preference
shares over outstanding shares, extending/Shortening Corp. existence
S- SLEMP (Sale, Lease, Exchange, Mortgage, Pledge) of all or substantially all of Corp.assets
I- Investment of Corp Funds for any purpose other the primary purpose of the Corp
M- Merger or Consolidation

 CLOSE CORPORATION DEFINITION SEC 95

(20 RS)

>20 – all stocks excluding Treas.shares is held by NOT more than 20 persons
R- Restrictions. All issued shares are subject to (1) or more restrictions
S- Stock Exchange… Corp shall not enlist in a Stock exchange or make an IPO

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 CORPORATION LAW ACRONYMS By:Michelle Joy Itable, CPA

 CLOSE CORPORATIONS BOARD MEETING IS UNNECESSARY OR IMPROPER BUT

STILL VALID SEC. 100

(CAKE)

C- Consent in writing is signed before or after such

A – Accustomed. Directors are accustomed to take informal action
K- Knowledge actual or implied of SHs of the action and no prompt objection in writing
E- Express or Implied knowledge of Directors and no objection in writing

 ONE PERSON CORPORATION REPORTORIAL REQUIREMENTS SEC.129

(D’ FOX)

D – Disclosures of self-dealing and related transactions between OPC and SH

F- Financial Statements annual audited by CPA. If total assets or liabs is less than 600k, FS shall
be certified underoath by Pres and Treas.
O- Other reports as the commission may require
X- Xplanation report or comment by the President on every qualification, disclaiser or adverse
remark of the CPA on the audited FS

 INVOLUNTARY DISSOLUTION SEC 138

(NILFF)
N- Non use of its corporate charter
I – Inoperation continuously
L – Lawful court order received for dissolution
F- Fraud. Finding after Final judgment that the Corp procured Incorporation thru Fraud.
F- Final judgment that corp (CCT)

 C- Created for the purpose of committing, concealing or aiding the commission of

securitiesviolation, smuggling, tax evasion, money laundering, or graft and corrupt
practices

 C- Committed or aided in the commission of securities violations, smuggling, tax

evasion, moneylaundering, or graft and corrupt practices, and its stockholders knew of
the same

 T-Tolerated repeatedly and knowingly the commission of graft and corrupt practices or
otherfraudulent or illegal acts by its directors, trustees, officers, or employees

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 CORPORATION LAW ACRONYMS By:Michelle Joy Itable, CPA

 FOREIGN CORPORATION GROUNDS FOR REVOCATION OF LICENSE SEC.151

CARRTOON M

C- Change of its resident agent/address (failure to submit to SEC a statement of such Change)
A – Amendment of its Articles of Inc/bylaws/AO Merger or Conso. (failure to submit to SEC
authenticated copy of the amendments)
A- Annual Report (Failure to file or pay fees required by the Code)
R- Resident Agent (Failure to appoint and maintain such)
T- Taxes (Failure to pay Taxes, imposts, penalties, assesments due to Phil.Govt)
O – Outside the Purpose Business transactions ( Transacting business outside the purpose to which it
is authorized under its license
O – Other grounds that would render it unfit to transact business in the Phils.
N- Not Duly licensed (Transacting business in the Phil as agent or acting on behalf of any foreign
Corp NOT Duly licensed to do business in the Phil)

M- Misrepresentation of any material matter in any application, report, affidavit or other document
submitted by such corporation pursuant to this title