SYLLABUS FOR THE 2023 BAR EXAMINATIONS a) Promoter

COMMERCIAL AND TAXATION LAWS (20%) (1) Liability of Promoter

Page 1 of 13(2) Liability of Corporation for Promoter’s Contracts
NOTE: All Bar candidates should be guided that only laws, rules, issuances, and
jurisprudence pertinent to the topics in this syllabus as of June 30, 2022 are b) Subscription Contract
examinable materials within the coverage of the 2023 Bar Examinations. c) Pre-Incorporation Subscription Agreements
Computations under Taxation Law shall be excluded from the coverage. d) Consideration for Stocks
e) Articles of Incorporation
PART ONE: COMMERCIAL LAW (1) Contents
I. (2) Non-Amendable Items
Business Organizations f) Corporate Name and Limitations on its Use
A. Partnerships g) Registration, Incorporation, and Commencement of
1. General Provisions Corporate Existence
a) Definition, Elements, and Characteristics h) Election of Directors or Trustees
b) Rules to Determine Existence i) Adoption of By-Laws
c) Partnership Term (1) Contents of By-Laws
d) Partnership by Estoppel (2) Binding Effects
e) Partnership as Distinguished from Joint Venture (3) Amendments
f) Professional Partnership j) Effects of Non-Use of Corporate Charter
g) Management 7. Corporate Powers
2. Rights and Obligations of Partnership and Partners a) General Powers; Theory of General Capacity
a) Rights and Obligations of the Partnership b) Specific Powers; Theory of Specific Capacity
b) Obligations of Partners Among Themselves c) Power to Extend or Shorten Corporate Term
c) Obligations of Partnership/Partners to Third Persons d) Power to Increase or Decrease Capital Stock or Incur,
3. Dissolution and Winding Up Create, Increase Bonded Indebtedness
4. Limited Partnership e) Power to Deny Pre-Emptive Rights
B. Corporations f) Power to Sell or Dispose Corporate Assets
1. Definition of Corporation g) Power to Acquire Own Shares
2. Classes of Corporations h) Power to Invest Corporate Funds in Another Corporation or
3. Nationality of Corporations Business
a) Control Test i) Power to Declare Dividends
b) Grandfather Rule j) Power to Enter into Management Contract
4. Corporate Juridical Entity k) Doctrine of Individuality of Subscription
a) Doctrine of Separate Juridical Personality l) Doctrine of Equality of Shares
b) Doctrine of Piercing the Corporate Veil m) Ultra Vires Doctrine
5. Capital Structure n) Trust Fund Doctrine
a) Number and Qualifications of Incorporators 8. Stockholders and Members
b) Subscription Requirements a) Fundamental Rights of a Stockholder
c) Corporate Term b) Participation in Management
d) Classification of Shares (1) Proxy
6. Incorporation and Organization (2) Voting Trust
Hannah Cris A. Ecxhavez 2023 Bar Syllabus for Mercantile Law Page 1 of 5
(3) Cases When Stockholders’ Action is Required (5) Stock and Transfer Book
(4) Manner of Voting (6) Situs of the Shares of Stock
c) Proprietary Rights b) Watered Stocks
(1) Rights to Dividends (1) Definition
(2) Appraisal Right (2) Liability of Directors for Watered Stocks
(3) Right to Inspect (3) Trust Fund Doctrine for Liability for Watered Stocks
(4) Preemptive Right c) Payment of Balance of Subscription
(5) Right to Vote (1) Call by Board of Directors
(6) Right to Dividends (2) Notice Requirement
d) Remedial Rights d) Sale of Delinquent Shares
Page 2 of 13(1) Individual Suit (1) Effect of Delinquency
(2) Representative Suit (2) Call by Resolution of the Board of Directors
(3) Derivative Suit e) Alienation of Shares
e) Obligations of a Stockholder (1) Allowable Restrictions on the Sale of Shares
f) Meetings (2) Requisites of a Valid Transfer
9. Board or Directors and Trustees f) Corporate Books and Records
a) Repository of Corporate Powers (1) Right to Inspect Corporate Records
b) Tenure, Qualifications, and Disqualifications of Directors (2) Effect of Refusal to Inspect Corporate Records
c) Requirement of Independent Directors Page 3 of 1311. Dissolution and Liquidation
d) Elections a) Modes of Dissolution
e) Removal (1) Voluntary Dissolution
f) Filling of Vacancies (2) Involuntary Dissolution
g) Compensation b) Methods of Liquidation
h) Disloyalty (1) By the Corporation Itself
i) Business Judgment Rule (2) Conveyance to a Trustee Within a Three-Year Period
j) Solidary Liabilities for Damages (3) By Management Committee or Rehabilitation
k) Personal Liabilities Receiver
l) Responsibility for Crimes (4) Liquidation after Three Years
m) Special Fact Doctrine 12. Other Corporations
n) Inside Information a) Close Corporations
o) Contracts (1) Characteristics
(1) By Self-Dealing Directors With the Corporation (2) Validity of Restrictions on Transfer of Shares
(2) Between Corporations With Interlocking Directors (3) Preemptive Right
10. Capital Affairs (4) Amendment of Articles of Incorporation
a) Certificate of Stock b) Non-Stock Corporations
(1) Nature of the Certificate (1) Definition
(2) Uncertificated Shares (2) Treatment of Profits
(3) Negotiability; Requirements for Valid Transfer of c) Educational Corporations
Stocks d) Religious Corporations
(4) Issuance (1) Corporation Sole
Hannah Cris A. Ecxhavez 2023 Bar Syllabus for Mercantile Law Page 2 of 5
(2) Religious Societies b) Closure
e) One Person Corporations c) Receivership
(1) Excepted Corporations d) Liquidation
(2) Capital Stock Requirement B. General Banking Law of 2000 (R.A. No. 8791)
(3) Articles of Incorporation and By-Laws 1. Definition and Classification of Banks
(4) Corporate Name 2. Distinction of Banks from Quasi-Banks and Trust Entities
(5) Corporate Structure and Officers 3. Nature of Bank Funds and Bank Deposits
(6) Nominee 4. Diligence Required of Banks
(7) Liability 5. Prohibited Transactions by Bank Directors and Officers
(8) Conversion 6. Stipulation on Interests
of C. Secrecy of Bank Deposits (R.A. No. 1405, as amended, and R.A. No. 6426,
Corporation as amended)
to 1. Purpose
One 2. Prohibited Acts
Person 3. Deposits Covered
Corporations and Vice-Versa 4. Exceptions from Coverage
f) Foreign Corporations 5. Garnishment of Deposits, including Foreign Deposits
(1) Bases of Authority Over Foreign Corporations D. Anti-Money Laundering Act (R.A. No. 9160, as amended by R.A. No. 9194,
(a) Consent 10167, 10365, 10927, and 11521)
(b) Doctrine of “Doing Business” 1. Policy
(2) Necessity of a License to Do Business 2. Covered Institutions and Their Obligations
(a) Resident Agent 3. Covered Transactions
(3) Personality to Sue 4. Suspicious Transactions
(4) Suability of Foreign Corporations 5. Safe Harbor Provision
(5) Instances When Unlicensed Foreign Corporations 6. Money Laundering (How Committed; Unlawful Activities or
May be Allowed to Sue (Isolated Transactions) Predicate Crimes)
(6) Grounds for Revocation of License 7. Anti-Money Laundering Council and its Functions
13. Merger and Consolidation 8. Authority to Inquire into Bank Deposits
a) Concept 9. Freezing of Monetary Instrument or Property
b) Constituent Corporation vs. Consolidated Corporation III.
c) Plan of Merger or Consolidation Insurance Law
Page 4 of 13d) Articles of Merger or Consolidation A. Basic Concepts
e) Effects 1. Elements of an Insurance Contract
II. 2. Characteristics/Nature of Insurance Contracts
Banking Laws 3. Classes of Insurance
A. New Central Bank Act (R.A. No. 7653, as amended by R.A. No. 11211) a) Marine
1. State Policies b) Fire
2. Monetary Board and its Powers and Functions c) Casualty
3. The Bangko Sentral ng Pilipinas and Banks in Distress Page 5 of 13d) Suretyship
a) Conservatorship e) Life
Hannah Cris A. Ecxhavez 2023 Bar Syllabus for Mercantile Law Page 3 of 5
f) Microinsurance 4. Extent of Liability for Damages
g) Compulsory Motor Vehicle Liability Insurance D. The Montreal Convention of 1999
h) Compulsory Insurance Coverage for Agency-Hired Workers 1. Applicability
4. Insurable Interest 2. Extent of Liability of Air Carrier
5. Double Insurance and Overinsurance a) Death or Injury of Passenger
6. No Fault, Suicide, and Incontestability Clause Page 6 of 13b) Lost or Delayed Baggage
B. Perfection of the Insurance Contract V.
C. Rights and Obligations of Parties Intellectual Property Code (R.A. No. 8293) [Note: Exclude Implementing
1. Insurer Rules and Regulations]
2. Insured A. Patents
3. Beneficiary 1. Patentable Inventions
D. Rescission of Insurance Contracts a) Novelty
1. Concealment b) Inventive Step
2. Misrepresentation or Omissions c) Industrial Applicability
3. Breach of Warranties 2. Non-Patentable Inventions
IV. 3. Ownership of a Patent
Transportation Law a) Right of a Patent
A. Common Carriers b) First-to-File Rule
1. Diligence Required of Common Carriers c) Inventions Created Pursuant to a Commission
2. Liabilities of Common Carriers d) Right of Priority
B. Vigilance Over Goods 4. Grounds for Cancellation of a Patent
1. Exempting Causes 5. Remedy of the True and Actual Inventor
2. Contributory Negligence 6. Rights Conferred by a Patent
3. Duration of Liability 7. Limitations of Patent Rights
a) Actual or Constructive Liability a) Prior User
b) Temporary Unloading or Storage b) Use by Government
4. Stipulation for Limitation of Liability 8. Patent Infringement
a) Void Stipulations a) Tests in Patent Infringement
b) Limitation of Liability to Fixed Amount (1) Literal Infringement
c) Limitation of Liability in Absence of Declaration of Greater (2) Doctrine of Equivalents
Value b) Defenses in Action for Infringement
5. Liability for Baggage of Passengers 9. Licensing
a) Checked-In Baggage a) Voluntary
b) Hand-Carried Baggage b) Compulsory
C. Safety of Passengers 10. Assignment and Transmission of Rights
1. Void Stipulations B. Trademarks
2. Duration of Liability 1. Marks vs. Collective Marks vs. Trade Names
3. Liability for Acts of Others 2. Acquisition of Ownership of Mark
a) Employees 3. Acquisition of Ownership of Trade Name
b) Other Passengers and Strangers 4. Non-Registrable Marks
Hannah Cris A. Ecxhavez 2023 Bar Syllabus for Mercantile Law Page 4 of 5
5. Test to Determine Confusing Similarity Between Marks 11659)
a) Dominancy Test A. Critical Infrastructure [Sec. 2(e), RA 11659]
6. Well-Known Marks B. Foreign State-Owned Enterprise [Sec. 2(g), RA 11659]
7. Rights Conferred by Registration C. Public Service as Public Utility [Sec. 4, RA 11659]
8. Cancellation of Registration D. Unlawful Acts [Sec. 9, RA 11659]
9. Trademark Infringement E. Powers of the President to Suspend or Prohibit Transaction or
10. Unfair Competition Investment [Sec. 23, RA 11659]
C. Copyright F. Investments by an Entity Controlled by or Acting on Behalf of the
1. Basic Principles [Sec. 172.2, 175, and 181 only] Foreign Government, or Foreign State-owned Enterprises [Sec. 24, RA
2. Copyrightable Works 11659]
a) Original Works G. Reciprocity Clause [Sec. 25, RA 11659]
b) Derivative Works
Page 7 of 133. Non-Copyrightable Works
4. Rights Conferred by a Copyright
5. Ownership of a Copyright
6. Limitations on Copyright
7. Doctrine of Fair Use
8. Copyright Infringement
VI.
Electronic Commerce Act (R.A. No. 8792)
A. Legal Recognition of Electronic Data Messages, Documents, and
Signatures
B. Presumption Relating to Electronic Signatures
C. Admissibility and Evidential Weight of Electronic Data Message or
Electronic Document
D. Obligation of Confidentiality
VII.
Foreign Investments Act (RA 7042, as amended by RA 11647)
A. Policy of the Law [Sec. 1, RA 11647]
B. Definition of Terms [Sec. 2, RA 11647]
1. Foreign Investment
2. Doing Business
3. Export Enterprise
4. Domestic Market Enterprise
C. Registration of Investment of Non-Philippine Nationals [Sec. 6, RA 11647]
D. Foreign Investments in Export Enterprises [Sec. 7, RA 11647]
E. Foreign Investments in Domestic Market Enterprises [Sec. 7, RA 7042]
F. Foreign Investment Negative List [Sec. 8, RA 11647]
VIII.
Public Service Act (Commonwealth Act No. (CA) 146, as amended by RA

Hannah Cris A. Ecxhavez 2023 Bar Syllabus for Mercantile Law Page 5 of 5