LM3189

Corporation Law Introduction 09/08/2020

NATURE AND ATTRIBUTE OF CORPORATION
Corporation – one which complies with all documentary requirements such as Articles of
Incorporation and other certain documents that you need to submit for purpose of granting
Certificate of Incorporation.
Certificate of Incorporation – evidence that grants the corporation with legal personality
The Board has the power to make decisions
➢ In bank the President and Treasurer represents the corporation and are authorized
signatories to withdraw cash for the corporation. In changing the name of the
authorized signatories they need to show to the bank the certification of secretary that
there was an election or appointment made by the board and ratified by stockholders that
the two has been removed from office.

➢ In corporation the money of stockholders will be transferred to the heirs

TRI-LEVEL EXISTENCE OF CORPORATION

1) Aggregation of Assets and Resources – physical assets of the corporation; the
tangibles (ex. in a grocery, the goods being sold)
2) Business Enterprise or Economic Unit – the commercial venture; this includes not only
the tangible assets but also the intangible like goodwill created by the business
3) Juridical Entity – juridical existence as a person; the primary franchise granted by the
state

JURIDICAL ENTITY
State granted the legal personality of corporation – artificial person; a corporation will remain
as a corporation even without the warm bodies.
1) It creates a relationship between the state and the corporation – the only way for the
corporation to continue to exist is that there is a law that allows it to exist; without it the
corporation will not exist. The law serves as basis for the state to create a legal fiction. For
a de facto corporation to exist there must be a law.

2) It creates a relationship between corporation and shareholders – the Corporation

Code, the law itself, with people who agreed to create a corporation by signing the articles
of incorporation which is a contract and inviting the power of the law, corporation is
created. The corporation now becomes another person and has a life of its own
because the shareholders will no longer have much power as owner of shares in the
decision of the corporation since the corporation will now have its own board of directors
– they create the own will of the corporation which makes it a different person. A
corporation after entered a contract and has be recognized by the state becomes another
person that will have its own will independent on the owner of the corporation.
LM3189
Corporation Law Introduction 09/08/2020
BOTTOMLINE
Corporation Code, the law will have to regulate the relationship between:
1) corporation and the state
2) corporation and the stockholders and the people within the corporation which are
the officers
3) stockholders among the stockholders

What we will study in Corporation Code is the regulation of the relationship:

1) Between state and corporation as person;
2) Between corporation as a separate juridical entity against stockholders;
3) Corporation as a juridical entity versus the officers within the corporation that act for and
behalf of this legal entity because officers bring this fictional person in this world; and
4) Between and among the people who agreed to create this legal entity – shareholders

❖ Name of Corporation must not be deceptively similar to another corporation