Scribd
Upload
180 views1 page

Perpetual Existence of Corporations

This document summarizes key aspects of corporation law in the Philippines. It defines a corporation as an artificial being created by law that has rights of succession and powers authorized by law. It discusses the concept of de facto corporations, which are corporations that were not properly incorporated but are treated as corporations in good faith. It also discusses the concept of corporation by estoppel, where those who assume to act for a corporation are liable as general partners if the corporation does not have authority. Finally, it outlines some general powers of corporations, such as the ability to sue and be sued and have perpetual existence.

Uploaded by

grapicartist ph
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
180 views1 page

Perpetual Existence of Corporations

This document summarizes key aspects of corporation law in the Philippines. It defines a corporation as an artificial being created by law that has rights of succession and powers authorized by law. It discusses the concept of de facto corporations, which are corporations that were not properly incorporated but are treated as corporations in good faith. It also discusses the concept of corporation by estoppel, where those who assume to act for a corporation are liable as general partners if the corporation does not have authority. Finally, it outlines some general powers of corporations, such as the ability to sue and be sued and have perpetual existence.

Uploaded by

grapicartist ph
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

REVISED CORPORATION  CORPORATION BY ESTOPPEL

- Liability as General Partners.


CODE All persons who assume to
act as a corporation knowing
 CORPORATION it to be without authority to
a. An artificial being created do so shall be liable as
by operation of law; general partners for all
debts, liabilities, and
b. Having the right of damages incurred or arising
succession and the as a result thereof.
powers, attributes, and
properties authorized by Lack of Corporate Personality
law or incidental to its is not a defense. When such
existence; ostensible corporation is
sued on a transaction
 DE FACTO CORPORATION. entered into by it as a
- Defect in its incorporation. A corporation or on any tort
corporation claiming in good committed by it as such, it
faith to be a corporation shall not be allowed to use
under the code. its lack of corporate
- Where there is exist a flaw in personality as a defense.
its incorporation. (Defect in
compliance) One Who Assumes
Obligation To An Ostensible
General Rule: Its right to Corporation cannot resist
corporate powers shall not performance on the ground
be inquired into collaterally that there was in fact no
in any private suit to which corporation.
such corporation may be a
party.
GENERAL POWERS
The defect cannot be
 CORPORATE POWERS AND
challenged by a private
CAPACITY
individual nor used as a
a. To sue and be sued in its
defense to avoid claims.
corporate name;
b. To have perpetual existence
Exception: Such inquiry may
unless the certificate of
be made by the Solicitor
incorporation in accordance
General in a quo warranto
proceeding.

REVISED CORPORATION CODE  CORPORATION a. An artificial being created by operation of law; b. Having the right of suc

You might also like