DERIVATIVE SUIT or the corporation fails to incorporate

 There is an issue here where the within the same period or within a longer
corporation which is the real party in period stipulated in the contract of
interest not the minority in interest subscription. No pre-incorporation
but the corporation was the person subscription may be revoked after the
which was wronged here. articles of incorporation is submitted to
 The suit is in the name of the the Commission.
corporation, not on the individual.
 However, the directors/trustees do SECRETARY
not act on the wrong committed - the custodian of the books and
against the corporation or they records, the one who prepare the
themselves are same persons who minutes of meeting, signatories thereof.
committed the acts against the
corporation.
 Even a minority
stockholder/member you can bring
a suit in the name of the
corporation.

INDIVIDUAL SUIT
 Example of an act/transaction or
there is denied right of the
stockholder then file an individual
suit if there is denial of his right to
inspect the corporate books.
 In the name of the individual
stockholders.

CLASS/REPRESENTATIVE GROUP
 Wrong committed is against a group
of stockholders.

SUBSCRIPTION CONTRACT

SEC. 59. Subscription Contract. – Any

contract for the acquisition of unissued
stock in an existing corporation or a
corporation still to be formed shall be
deemed a subscription within the
meaning of this Title, notwithstanding
the fact that the parties refer to it as a
purchase or some other contract.

SEC. 60. Pre-incorporation

Subscription. – A subscription of
shares in a corporation still to be formed
shall be irrevocable for a period of at
least six (6) months from the date of
subscription, unless all of the other
subscribers consent to the revocation,