1.)What is corporation?

Requisites*

- Corporation defined as an artificial being created by operation of law, having the right of succession
and the powers, attributes and properties expressly authorized by law or incident to ots existence.

Requisites

(1) It is an artificial being ;

(2) It is created by operation of law;

(3) It has the right of succession; and

(4) It has only the powers, attributes, and properties expressly authorized by law or incident to its
existence.

2.) Different kinds of corporation and their defenition

1. Stock corporation- is the ordinary business corporation created and operated for the purpose of
making profit which may be distributed in the form of dividends to stockholders on the basis of their
invested capital.

2. Non-stock corporations- it doesn't have issue stock and are created not for profit but for the public
good and welfare. Of this character are most of the religious, social, literary, scientific, civic and political
organizations and societies. Non-stock corporations have no capital stock which can be subscribed by
their members . Their capital are sourced from contributions and donations

(1)As to number of persons who compose them:

(a) Corporation aggregate or a corporation consisting of more than one member or corporator; or

(b) Corporation sole or a religious corporation which consists of one member or corporator only and his
successors, such as a bishop.

(2) As to whether they are for religious purpose or not :

(a) Ecclesiastical corporation or one organized for religious purposes; or

(b) Lay corporation- or one organized for a purpose other than for religion

(3) As to whether they are for charitable purposes or not:

(a) Eleemosynary corporation or one established for charitable purposes; or

(b) Civil corporation or one established for business or profit

(4) As to state or country under or by whose laws they have been created:

(a) Domestic Corporation or one incorporated under the laws of the Philippines; or
(b) Foreign Corporation or one formed, organized, or existing under any laws other than those of the
Philippines. (Sec. 123.)

(5) As to their legal right to corporate existence:

(a) De jure corporation or a corporation existing in fact and in law; or

(b) De facto corporation or a coporation in fact but not in law

(6) As to whether they are open to the public or not:

(a) Close corporation or one which is limited to selected persons or members of a family

(b) Open corporation or one which is open to any person who may wish to become a stockholder or
member thereto.

(7) As to their relation to another corporation:

(a) Parent or holding corporation or one which is so related to another corporation that it has the power
either, directly or indirectly to, elect the majority of the directors of such other corporation; or

(b) Subsidiary corporation or one which is so related to another corporation that the majority of its
directors can be elected either, directly or indirectly by such other corporation.

(8) As to whether they are corporations in a true sense or only in a limited sense

(a) True corporation or one which exists by statutory authority; or

(b) Quasi Corporation or one which exists without formal legislative grant. It is an exception to the
general rule that a corporation can exist only by authority of law; and it may be

- Corporation by Prescription or one which has exercised corporate powers for an indefinite period
without interference on the part of the sovereign power and which, by fiction of law, is given the status
of a corporation

-Corporation by estoppel – Where a group of persons misrepresent themselves as a corporation, they

are subsequently estopped from claiming lack of corporate life in order to avoid liability. Also, a third
party who had dealt with an unincorporated association as a corporation is precluded from denying its
corporate existence on a suit brought by the alleged corporation on the contract.

(9) As to whether they are for public (government) or private purpose:

(a) Public corporations or those formed or organized for the government of a portion of the State; or

(b) Private corporationor those formed for some private purpose, benefit, or end; it maybe either a
stock or non-stock corporation, government-owned or -controlled corporation or quasi-public
corporation.
3.) Different kinds of shares and their definition?

(1) Par value share- is one with a specific money value fixed in the articles of incorporation and
appearing in the certificate of stock for each share of stock of the same issue.

(2) No par value share- is one without any stated or par value appearing on the face of the certificate of
stock. In other words, it is a stock which does not state how much money it represents.

(3) Voting Share- is share with right to vote.

(4) Non-voting share- is share without right to vote.

(5) Common share of stock- is a stock which entitles the holder thereof to pro rata division of the profits,
if there are any, without any preference or advantage in that respect over other stockholderbor class of
stockholders.

(6) Preferred share of stock - is stock which entitles the holder thereof to certain preferences over the
holders of common stock.

(7) Promotion share- is such share as is issued to promoters, or those in some way interested in the
company, for incorporating the company, or for services rendered in launching or promoting the welfare
of the company, such as advancing the fees for incorporating, advertising, attorney's fees, surveying, etc.

(8) Share in escrow- is share in subject to an agreement by virtue of which the share is deposited by the
grantor or his agent with a third person to be kept by the depositary until the performance of a certain
condition or the happening of a certain event contained in the agreement.

(9) Convertible stock- is stock which is convertible or changeable by the stockholder from one class to
another class, such as from preferred to common, at the conversion ratio, i.e. the price at which the
common is to be valued as against the preferred.

4. Different powers of a corporation and how to exercise?

The three (3) classes of powers of a corporation are:

(1) Those expressly granted or authorized by law

(2) Those that are necessary to the exercise of the express or incidental powers

(3) Those Incidental to its exixtence