BLAWREG 145

Sunday, 11 September 2022 4:48 PM

Chapter 10: General Partnerships

§1001. Registration and annual statements of general partnerships.
§1002. Name; reservation of; change of.
§1003. Admission, withdrawal, or death of a partner.
§1004. Statement of dissolution.
§1005. Personal liability.
§1006. Cancellation of registration.

Chapter 11: Limited Partnerships

§1101. Limited partnership defined.
§1102. Formation.
§1103. Existence.
§1104. Annual statement.
§1105. Partnership name.
§1106. Liability for false statement.
§1107. Limited partner not liable to creditors.
§1108. Rights, powers, and liabilities of a general partner.
§1109. Rights of a limited partner.
§1110. Relation of limited partners inter se.
§1111. Compensation of limited partner.
§1112. Withdrawal or reduction of limited partner. s contribution.
§1113. Liability of limited partner to partnership.
§1114. Assignment of limited partner. s interest.
§1115. Effect of retirement, death, or insanity.
§1116. Death of limited partner.
§1117. Distribution of assets.
§1118. When and how certificate shall be cancelled or amended.
§1119. Annual statement.
§1120. Personal liability.
§1121. Cancellation of registration.
 The twelve units are:
1. Unit V - Private Corporation - General Provisions
2. Unit VI - Incorporation and Organization
3. Unit VII - Board of Directors/Trustees and Officers
4. Unit VIII- Powers of Corporation
5. Unit IX - Bylaws
6. Unit X - Meetings
7. Unit XI - Stocks and Stockholders
8. Unit XII - Corporate Books and Records
9. Unit XIII- Appraisal Rights
10. Unit XIV- Non-stock Corporations
11. Unit XV - One Person Corporation
12. Unit XVI- Dissolution

I. General Provisions
Section 1: Title of this Code
“Revised Corporation Code of the Philippines”.
Section 2: Corporation defined
artificial being created by operation of law, having the right of succession and the powers, attributes, and
properties expressly authorized by law or incidental to its existence.
Section 3: Classes of Corporation (Stock/ Non-stock)
Section 4: Special laws or charter
Section 5: Corporators & Incorporators, Shareholders & Memb
Section 6: Classification of Shares "Doctrine of Equality of Shares"
(a) Amendment of the articles of incorporation;
(b) Adoption and amendment of bylaws;
(c) Sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the corpora
(d) Incurring, creating, or increasing bonded indebtedness;
(e) Increase or decrease of authorized capital stock;
(f) Merger or consolidation of the corporation with another corporation or other corporations;
(g) Investment of corporate funds in another corporation or business in accordance with this Code; and
(h) Dissolution of the corporation.
Banks, etc, preferred = stated par value
Common- no par (demeed fully paid, etc)
Section 7: Founder's Shares
Certain rights and privileges, to vote and be voted (preferred), 5 years
Section 8: Redeemable Shares
Section 9: Treasury Shares

II. Incorporation and Organization of Private Corp

Section 10: Number & Qualifications of Incorporators
<15, lawful purpose,
 Land Building

Purchase- 4,850 Permit- 45

Survey- 52 Temporary quarters- 117,5
Fees for search of title- 16 Excavating- 420
Payment to tenants for vacating- 56 Razing- 327
Special assessment of tax-- 69 Damages awarded- 89
Schrubs, trees, landscaping- 730 Cost of construction- 28,500
Cost of paving- 1,200

Land building

Title clearance fee- 75 Razing- 120

Real estate tax- 100 Cost of new buildin
d

bers
" 4,000,000 - 1M fv ???

ate property;

d Scrap proceeds- not capitalized; ncome statement

porations
§1119. Annual statement.
§1120. Personal liability.
§1121. Cancellation of registration.
Section 7: Founder's Shares
Certain rights and privileges, to vote and be voted (preferred), 5 years
Section 8: Redeemable Shares
Section 9: Treasury Shares

II. Incorporation and Organization of Private Corp

Section 10: Number & Qualifications of Incorporators
<15, lawful purpose,
Not in exercise of profession, legal age, capacitated, own at least one share
Section 11: Corporate Term (perpetual existence)
May be extended or shortened upon amendment, not earlier than 3 years
If expired, revival
Section 12: Minimum Capital Stock NOT Required of Stock Co
Section 13: Contents of AOI (A-I)
Section 14: Form of AOI (1-11)
Section 15: Amendments of AOI 2/3
Majority vote of BOD/BOT (if not prescribed by code, special law, legitimate purposes)
-take effect upon approval, or upon filing, if not acted upon within 6 months.
Section 16: Grounds When AOI or Amendment may be Disapp
(a) The articles of incorporation or any amendment thereto is not substantially in accordance with the fo
(b) The purpose or purposes of the corporation are patently unconstitutional, illegal, immoral or contrary
regulations;
(c) The certification concerning the amount of capital stock subscribed and/or paid is false; and
(d) The required percentage of Filipino ownership of the capital stock under existing laws or the Constit
with.
Section 17: Corporate Name
-not distinguishable from that already reserved or registered for
the use of another corporation
-such name is already protected by law
-when its use is contrary to existing law, rules and regulations.
*cease and desist from using name, remove all visible signages, etc. & register a new one
*fails to comply: hold responsible, revocation
Section 18: Registration, Incorporation and Commencement o
Existence (verify name < if complaint docs & info < issue cert
Section 19: De facto Corporations
Section 20: Corporation by estoppel
Section 21:Effects of Non-use of Corporate Charter and Conti
"5-52 RULE"
• does no formally commence within 5 years = revoke
• Inoperative for 5 consecutive years = delinquent
(2 years to resume operation)/ revoke

III. Board of Directors / Trustees and Officers

Section 22: BOD/BOT; Qualification & Term ECC
shall exercise the corporate powers, conduct all business, and control all properties of the corporation.
-ownership/member, capacitated, legal age
-"1-3 term"
Public interest: independent directors, 20%
Section 23: Election of DT
Shall have the right to nominate anyone who possess all qualifications and none disquali
-in person, rep or remote communication (if authorized)
-by ballot if requested
methods of voting 1. straight 2. cumulative for one candidate 3. cumulative by distribution no delinquen
Section 24: Corporate Officers
President: director; Treasurer: resident; Secretary: citizen and resident; compliance officer
-incompatible position, unless allowed
Section 25: Report of Election of DTO, Non-holding of Election
Office
30 days after election submit to commission
Non-holding & reason: report 30 days; new date not later than 60 days
Or court order

*die, resign, cease to hold office: 7 days from knowledge report

Section 26: Disqualification of DTO 5 years prior
(a) Convicted by final judgment:
(1) Of an offense punishable by imprisonment for a period exceeding six (6) years;
(2) For violating this Code; and
(3) For violating Republic Act No. 8799, otherwise known as “The Securities Regulation Code”;
Page 7 of 33
(b) Found administratively liable for any offense involving fraudulent acts; and
porations

orp.

proved (A-D)
orm prescribed herein;
y to government rules and

tution has not been complied

of Corporate

inuous Inoperation

nt stock

n & Cessation from

Or court order

*die, resign, cease to hold office: 7 days from knowledge report

Section 26: Disqualification of DTO 5 years prior
(a) Convicted by final judgment:
(1) Of an offense punishable by imprisonment for a period exceeding six (6) years;
(2) For violating this Code; and
(3) For violating Republic Act No. 8799, otherwise known as “The Securities Regulation Code”;
Page 7 of 33
(b) Found administratively liable for any offense involving fraudulent acts; and
(c) By a foreign court or equivalent foreign regulatory authority for acts, violations or misconduct similar
paragraphs (a) and
(b) above.
Section 27: Removal of DT with or without cause
Regular/ special meeting, previous notice (secretary/ stockholders)
-time, place, intention (publication/written)
Section 28: Vacancies of DT Office; Emergency Board
term expiration: held no later than a day
Removal: same day of the meeting (agenda)
Election: no later than 45 days
Replacement director: only for the unexpired term
Section 29: Compensation of DT
shall not receive in their capacity, except reasonable per diems
Majority may approve, in a regular or special meeting (not more than 10% of net income)
Section 30: Liability of DTO
Section 31: Dealings of DTO w/ the Corporation
Section 32: Contracts between Corporations w/ Interlocking D
Section 33: Disloyalty of D
Section 34: Executive, Management, and other Special Comm

IV. Powers of Corporations

Section 35: Corporate Powers (A-K)

Power to:
Section 36: Extend or Shorten Corporate Term
Section 37: + or - Capital Stock; Incur, Create or + Bonded Ind
Section 38: Deny Preemptive Right
Section 39: Sale / Other Disposition of Assets
Section 40: Acquire own shares
Section 41: Invest Corporate Funds in Another Corp/ Busines
purpose
Section 42: Declare Dividends
Section 43: Enter into Management Contract

Section 44: Ultra Vires Acts of Corporation

V. Bylaws
Section 45: Adoption
Section 46: Contents
Section 47: Amendment

VI. Meetings
VII. Stocks and Stockholders
VIII. Corporate Books and Records
IX. Merger and Consolidation
X. Appraisal Right
XI. Nonstock Corporation
XII. Close Corporations
XIII. Special Corporations
XIV. Dissolution
 r to those enumerated in

Directors

mittees

debtedness

ss/ Any other