1.

A. Express power, i.e., powers to sue and be sued in the name of the said company, a
right to hold property in trust for the company, and a right to form joint-venture
companies with the company and its subsidiaries
B. Inherent power, i.e., if Apple University owned a company in the field of technology,
they would still be able to provide services in law.
C. Implied power, i.e., acts in the usual course of business, acts to protect debts owing to
a corporation, acts in part or wholly to protect or aid employees, and acts to increase
business

13. Dividends are payments of cash, stock shares, or other property that a company pays out
to its shareholders on a periodic basis. It is considered a return on their investment in the
company and can make up the majority of an individual's profit from owning stocks or
shares.
Dividends are not profits, which is when you make money from doing business activities
and what you earn for your regular work. Dividends, on the other hand, are distributions
paid by companies to their shareholders who are owners of some part or all the company.

15. Retained earnings are a phrase that means the company is keeping all of its profits (not
returning them to shareholders) in order to reinvest in itself.
Unrestricted retained earnings can be any cash flows that have not been allocated in the income
statement. They have no restrictions on what the company can do with them to grow and expand.

17. Stock dividends represent a portion of the company's earnings, which are distributed to
shareholders in the form of stock. The shareholder's holdings make up a percentage of ownership
in the company proportional to their share. Stock dividends are distinguished from cash
dividends because they do not involve an actual distribution of money. Some companies offer
both types of dividends, depending on whether their policy is dividend reinvestment or
distribution.
Cash dividend: A cash dividend involves an actual transfer from the company to its shareholders
that is paid out on a per-share basis and/or tracked by market capitalization (number of shares
multiplied by current stock price).
Stock dividend: A stock dividend involves a change in the number of shares held by
shareholders, without an actual transfer of the company's capital. This means the company does
not take money out of its pocket to pay cash dividends, but simply issues new shares or
represents that extra value in some other way.

22.
a. Injunction.
The company is capable of carrying out those tasks that fall under the purview of the power
granted to it by its memorandum.
As a result, a business may be prohibited from acting by an injunction if doing so would violate
its objectives.

b. Breach of warranty of authority.

A company's directors are its representatives, and as such, they have a responsibility to behave
within the bounds of the company's authority.
A lawsuit for breach of warranty of authority may be brought against directors of a company
who influence a third party to engage in an extra vires transaction.

c. Personal liability of directors.

It is the directors' responsibility to ensure that corporate funds are exclusively utilized for the
company's lawful operations.
If money is improperly spent, shareholders may bring a lawsuit against the directors to force
them to return it to the business.

d. Ultra Vires contracts:

A contract made by a firm that is not related to its objectives is null and void.
Both parties lack the legal power necessary to hold the other party to the contract.

e. Ultra vires acquired property.

A business can defend the assets it paid for in violation of the law.

ORR

Merely voidable, which may be enforced by performance, ratification, or estoppel. (De Leon)

4. ) DONE CITING
1. Power to Extend or Shorten Corporate Term
2. Power to Increase or Decrease Capital Stock; Incur, Create or Increase Bonded Indebtedness
3. Power to Deny Pre-emptive Right
4. Sale or Other Disposition of Assets
5. Power to Acquire Own Shares
6. Power to Invest Corporate Funds in Another Corporation or
Business or for Any Other Purpose
7. Power to Declare Dividends
8. Power to Enter into Management Contract

39. DONE CITING

Meetings of Board of Directors/Trustees Stockholders’/Members’ Meetings
As to Frequency
 Regular meeting - monthly unless the  Regular meeting - annually as fixed by
Bylaw provide otherwise. (Sec 52) the bylaw if not (any date after April
 Special meeting - At any time upon 15) (Sec 49)
call of the president or provided in the  Special meeting - at any time deemed
bylaws. (Sec 52) necessary (Sec 49)
As to Notice Requirement
 Regular or special meeting required a  Regular meeting - annually as fixed by
notice of at least 2 days prior to the bylaw if not (any date after April
scheduled meeting unless the bylaw 15) + written notice 21 days prior to
provide. (Sec 52) meeting unless the law, regulation or
 Notice can be waived express of bylaws so provide. (Sec 49)
 implied.  Special meeting - at any time deemed
necessary + written notice 1 week
prior to meeting or stated in by law.
(Sec 49)
As to Quorum Requirement
Majority of the BOD/trustee as fixed in the Majority of the outstanding capital stock or
article of incorporation unless the article or majority of the members. (Sec 51)
bylaw provides a greater majority. (Sec 52)
As to Venue
Anywhere inside or outside of the Philippines Principal office of the corporation set in the
unless the bylaw provides otherwise. (Sec 52) article of incorporation. If not practicable, in
the city or municipality where the principal
office of the corporation is located. Metro
manila, Metro Cebu, Metro Davao and Other
metropolitan are considered city or
municipality. (Sec 50)

o Improperly held or called - valid if

within the power or authority of the
corporation and provided all
stockholders or members are present
or duly represented.
As to Mode of Presence
Chairman or in his absence, the President shall preside unless the bylaw provides otherwise.
(Sec 53)

24.
Requisites of Valid Bylaws:
a. A majority of members or the stockholders representing the majority of the outstanding capital
stock must vote in favor of it in order for it to be authorized (if filed prior to incorporation,
approved and signed by all incorporators).

b. Must be kept at the corporation's principal office and available for stockholder or member
inspection during business hours (Sec. 64).
c. It must comply with the Corporation Code and all other relevant laws and regulations.
d. It needs to be in line with the AOI.
e. It needs to be fair and neither capricious nor oppressive.
f. It must not infringe upon preexisting rights, violate agreements or stockholders' or members'
property rights, or impose responsibilities that are illegal.

The requisites of valid bylaws are as follows:

It must not be contrary to law, morals, public order, or public policy
2. It must not impair the contract's obligations or rights
3. It must be general and uniform in its effects
4. It must not be arbitrary nor oppressive
5. It must be consistent with the charter or the Articles of Incorporation

Law on partnership and Corporation by Hector De Leon - law on Business Organizations

Reviewer 1. StuDocu. (n.d.). Retrieved September 17, 2022, from
https://www.studocu.com/ph/document/central-colleges-of-the-philippines/bs-
accountancy/law-on-partnership-and-corporation-by-hector-de-leon/10348120

Gaviola, K. E. T., Li, J. O., Tagaloguin, E. M., & Torres, C. B. P. (2019). Business Organization
2 Revised Corporation Code Reviewer. (n.d.). Retrieved September 17, 2022, from
https://cdn.fbsbx.com/v/t59.2708-
21/83723962_2700036326940915_410215010863266271_n.pdf/498928514-EH403-
Revised-Corporation-Code-Midterms-Reviewer.pdf?_nc_cat=111&ccb=1-
7&_nc_sid=0cab14&_nc_ohc=3x82EWzwRZ8AX9QA44j&_nc_ht=cdn.fbsbx.com&oh=0
3_AVLXJ00gy1g9AtEPOn1eLMQ5iM_cMPVfNg_ePSiwZCHeCQ&oe=632814D1&dl=1

(2021). YouTube. Retrieved September 17, 2022, from https://youtu.be/UD54W7USrxA.