A corporation obtains its separate juridical personality upon the issuance of its articles of incorporation

by the SEC or the government entity authorized to grant a franchise of juridical personality.

Articles of incorporation? –

When AoI is approved by the SEC? –

What is contained in the AoI? –

How does a corporation obtain its name? –

When can the SEC grant the name of the corporation, and when will it not be granted (grounds)? –

Authorized Capital Stock vs Outstanding Capital Stock vs Subscribed Capital Stock vs Paid Capital Stock?
–

Is the approval of the AoI by the SEC a ministerial function? –

4 grounds when the SEC may disapprove the AoI of a corporation? –

Is the AoI of a corporation that is approved by the SEC a fixed document? i.e., when you put the entries
does it mean you cannot amend them anymore?

Procedure in the amendment of the AoI? – at least 50% of the BOD and 2/3 of the Stockholders

What is the remedy of the stockholders who do not conform with the amendment of the corporation? –
exercise their right of appraisal

What are other entities created by operation of law that have separate personalities from the persons
creating it, but are not corporations?

1. Partnership
a. Partnership vs corporation
i. A change in the composition of the partnership will result to its dissolution,
but a change in the composition of a corporation will not affect its perpetual
existence
b. Advantages and disadvantages of a corporation from a partnership and vice versa

Who may be an incorporator of a corporation?

a. An individual
b. An association
c. A partnership

Can a corporation enter into a partnership? (Revised Corporation Code: YES)

GR: No because it is contrary to public policy since under the Corporation Code, it is a
requirement that the affairs of a corporation must be governed and must be under the
supervision of the BOD. In fact, a BOD must be the owner of at least one share. Hence, if a
partnership does not own any interest in a corporation and vice versa, there is a danger that
there might be somebody who is controlling the corporation who is not a shareholder or a BOD.
EX: Joint venture – an association of persons or companies or corporations jointly undertaking
some commercial enterprise.

a. Kilosbayan v. Guingona – SC said that the joint venture was not valid because PCSO
cannot delegate its authority to conduct gaming, and that parties cannot enter into
a joint venture to subvert the Filipino ownership of corporations.
b. Aurbach v. SANIWARES – a corporation may enter into a joint venture and the latter
is a form of partnership
c. JM Tuason v. Bolanos – as long it is in line with their own business, corporations can
enter into a joint venture. Can the joint venture be continuous? No, joint ventures
cannot have perpetual existence, as declared by the SC, it has to be for a limited
purpose, not habitual, and only for the purpose which is in line with their business.