SECTION 1.

 Title of the  Code. — This  Code  shall be

known as the "Revised  Corporation  Code  of the
Philippines.

SECTION 2. Corporation  Defined. — A corporation is an 1. Artificial – juridical person –

artificial being created by operation of law, having the separate juridical
right of succession and the powers, attributes, and personality
properties expressly authorized by law or incidental to its 2. Created by operation of law
existence – corp only exists from the
time of the issuance of its
charter – COI
3. Succession Theory/Principle
– no such thing as delectus
personae
4. Powers – express,
incidental, implied
SECTION 3. Classes of  Corporations. 1. Stock v. Nonstock
—  Corporations  formed or organized under 2. MCIAA v. City of Lapu-Lapu,
this  Code  may be stock or nonstock  corporations. et al, G.R. No. 181756, June
15, 2015
Stock  corporations  are those: 3. CIR v. Club Filipino, Inc. de
1. which have capital stock divided into shares and Cebu, G.R. No. L-12719
2. are authorized to distribute to the holders of such May 31, 1962
shares, dividends, or allotments of the surplus
profits on the basis of the shares held

All other  corporations  are nonstock  corporations

SECTION 4. Corporations  Created by Special Laws or 1. “Charter”

Charters. — Corporations created by special laws or a. Made by a
charters shall be governed primarily by the provisions of special/specific law
the special law or charter creating them or applicable to (e.g., PAGCOR,
them, supplemented by the provisions of this Code, PSALM)
insofar as they are applicable b. Made under a
general law (i.e.,
Revised Corporation
Code)
SECTION 5. Corporators  and Incorporators,
Stockholders and Members. — Corporators are those
who compose a corporation, whether as stockholders
or shareholders in a stock corporation or as members in
a nonstock corporation.

Incorporators are those stockholders or members

mentioned in the articles of incorporation as originally
forming and composing the corporation and who are
signatories thereof.|||