WEEK 8-10 MATERIALS: BUSINESS LAWS AND REGULATIONS

CORPORATION CODE (BATAS PAMBANSA BLG. 68)

 Source of corporation law
 Has been revised to Revised Corporation Code (Republic Act No. 11232) which was approved on
February 20, 2019 (after the publication in the official gazette – necessary to inform everyone that the
Corporation Code has new revisions/amendments)

DEFINITION OF CORPORATION
 An artificial being created by operation of law, having the right of succession and the powers,
attributes and properties expressly authorized by law or incident to its existence (B.P. 68, Sec. 2)
 Artificial being – nabubuhay through the creation of law; has a juridical personality
 Right of succession – shares can be sold or transferred
 The definition of corporation is from the Corporation Code (B.P. 68, Sec. 2)

ATTRIBUTES OF A CORPORATION
1. It is an artificial being
2. Created by operation of law
3. Has the right of succession
4. Has the powers, attributes and properties expressly authorized by law or incident to its existence

INCORPORATION AND ORGANIZATION OF A CORPORATION

 A corporation shall be registered under the SEC. The requirements are as follows:
1. Articles of Incorporation (AOI)
2. By-laws
3. Other requirements that may be provided by the SEC (depends on the type of corp. to be
established)
4. Valid identification of all the incorporators, members, or the stockholders
 Incorporators must be of legal age and majority of them shall be Filipino citizens
 AOI and by-laws are public instruments
 You may ask a copy from the SEC for any COI/AOI that you need
 An electronic copy of AOI may be sent
 The SEC are bound to check the application
 A Certificate of Incorporation will be issued by the SEC after the submission of the requirements and
the approval of the application
 The COI includes the name and the date of establishment of the corporation
 From the date of issuance of the COI, the corporation is recognized as a duly corporation

1ST CASE: MONFORT HERMANOS AGRICULTURAL DEVELOPMENT CORPORATION

VERSUS MONFORT III (2004)
 Decided by the Supreme Court in the year of 2000
 A corporation has no powers except those authorized by the Corporation Code and AOI or incidental
to its existence (has limited powers)

SM Baliwag Complex, Dona Remedios Trinidad Highway, Brgy. Pagala, Baliwag, Bulacan
(+63) 927-533-0342 – (+63) 923-949-5265 admissions-nubaliwag@nu.edu.ph
2ND CASE: REYNOSO IV VERSUS COURT OF APPEALS (2000)
 A corporation is an artificial being invested by law with the personalities separate and distinct from
the persons composing it as well as to other entities which it may be related
 Has a juridical personality (same as partnership na pwede mag-build ng business, etc.)
 Hindi problema ni sister company yung problema ni corporation
 If two corporations have the same incorporators or within the same line of business, they are still
separate and distinct from each other (given that they have separate Certificate of Incorporations
issued by the SEC)

3RD CASE: SHIPSIDE INCOPORATED VERSUS COURT OF APPEALS (2001)

 Although a corporation has a juridical personality, physical acts (e.g., signing of documents) can only
be performed by natural persons who are duly authorized for the purpose indicated in AOI

SPECIAL ACT OF THE BOARD OF DIRECTORS

 A.k.a. Board Resolution (Bard Reso)
 Authorize an act a corporation aims to do

THEORY OF CONCESSION
 A corporation is a creature of state, its powers are only limited on what were indicated in law and its
by-laws

THEORY OF BUSINESS ENTERPRISE

 A corporation is not just an artificial being, it is an aggregation of persons doing business through an
underlying economic unit called “business enterprise”

SM Baliwag Complex, Dona Remedios Trinidad Highway, Brgy. Pagala, Baliwag, Bulacan
(+63) 927-533-0342 – (+63) 923-949-5265 admissions-nubaliwag@nu.edu.ph