DE LA SALLE UNIVERSITY

RVR College of Business

Department of Commercial Law

COLLEGE: College of Business DEPARTMENT: Commercial Law

COURSE CODE: COBLAW2 PRE-REQUISITE: COBLAW1
Law on Business Organizations
(Partnerships, Corporations and Other Business Organizations)
Term/AY: Term 1, AY 2023-2024
Class days and Time: MH 6:00PM to 7:30PM (K33); TF 4:15PM to 5:45PM (K31); 6:00PM to 7:30PM (K32)
Instructor: Atty. Jan Raphael Salud, LL.M.

COURSE SYLLABUS

COURSE DESCRIPTION
This course is a study of basic legal matters concerning the organization, management, operation, and liquidation of the
major business entities in the Philippines, with emphasis on partnerships and corporations, as well as brief discussions on
sole proprietorship. The relevant provisions of the Civil Code of the Philippines and the Revised Corporation of the
Philippines, the texts of which are readily available online, are the main bodies of law that are tackled in this course, together
with relevant case laws and government issuances on the matter. At the end of the course, the students must be able to
determine the best form of organization appropriate for their business.

LEARNING OUTCOMES & REQUIRED OUTPUT

On completion of this course, the student is expected to present the following learning outcomes in line with the Expected
Lasallian Graduate Attributes (ELGA)
UNIVERSITY ELGA LEARNING OUTCOME (L.O.)
Spirit of Faith Observe Christian and Lasallian values at all times, though ethics and social responsibility
Seal for Service
Communication in
Mission
COLLEGE OF BUSINESS LEARNING OUTCOMES
ELGA
Effective Communicator At the end of the course, the students must:

LO No. 1: Demonstrate knowledge of the basic legal provisions governing the two business
organizations.

LO No. 2: Demonstrate the ability to work under pressure.

Critical Thinker and LO No. 3: Demonstrate an appreciation of the possible legal ramifications of one’s actions or
Creative Thinker decisions as a partner, officer, director, stockholder, or the latter’s related interests.

LO No. 4: Demonstrate an appreciation of the duties and obligations involved in becoming,

acting, or agreeing to become a partner, officer, director, stockholder in these business
organizations.

LO No. 5: Demonstrate the ability to distinguish the attributes, characteristic, elements and
other peculiarities of a partnership and a corporation;

Technically Competent
LO No. 6: Demonstrate an understanding of the concept of foreign corporations and the act
of doing business in the Philippines.
LO No.7: The student must be able to manifest his/her ability to organize and comply with
the legal requirements for the formation, conduct and dissolution of partnerships and
corporations.

LO No. 8: The students must harness good-working relationships between and among
themselves, much like stakeholders in a business organization. The students must likewise
be able to learn the burden and responsibilities of delegating tasks among themselves.

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 Ethically and Socially LO No. 9 : Reflect ethical behavior consistent with University ELGA, and in the same wise:
Responsible Citizens 1. Observe honesty, integrity, and fair dealings at all times.
2. Understand and appreciate the fiduciary duties of corporate directors, officers, and
partners and their related interests;
3. Be aware of the social responsibility of one’s involvement with business organizations;
4. Extend the courtesy and respect due to the instructor and his/her fellow classmates; and
5. Refrain from devising, installing and/or using methods, contrivances or software programs—
whether internet-based or otherwise— in order to: (a) gain undue advantage to himself
and/or a fellow student; (b) to avoid or circumvent the detection or monitoring protocol of
the instructor; (c) compromise integrity of the course or the conduct necessary output.

As evidence of attaining the above learning outcomes, the student is required to do and submit the following during the indicated
dates of the term:

LEARNING OUTCOMES REQUIRED OUTPUT DUE DATE

LO No. 1: Demonstrate knowledge of the basic legal provisions Oral Recitations: The student
governing the two business organizations. must be able to demonstrate
their knowledge of the legal Every
LO No. 2: Demonstrate the ability to work under pressure. terms and principles and clearly meeting
express their ideas during class
recitations.

LO No. 3: Demonstrate an appreciation of the possible legal Oral Recitations: Every

ramifications of one’s actions or decisions as a partner, officer, meeting
director, stockholder, or the latter’s related interests.
Minor Quizzes
LO No. 4: Demonstrate an appreciation of the duties and Every so
obligations involved in becoming, acting, or agreeing to become a often as
partner, officer, director, stockholder in these business assigned by
organizations. the
Major Quizzes instructor
LO No. 5: Demonstrate the ability to distinguish the attributes,
characteristic, elements and other peculiarities of a partnership
and a corporation; On or
before, or
LO No. 6: Demonstrate an understanding of the concept of foreign immediately
corporations and the act of doing business in the Philippines. after the
seventh
week of the
term; and
Final Examinations on or before
the 13th
week of the
term.

14th week of
the term
LO No.7: The student must be able to manifest his/her ability to
organize and comply with the legal requirements for the Drafting of Articles of Between
formation, conduct and dissolution of partnerships and Incorporation and/or the 7th and
corporations. participation in a group activity. the 13th
week of the
LO No. 8: The students must harness good-working relationships term
between and among themselves, much like stakeholders in a
business organization. The students must likewise be able to learn
the burden and responsibilities of delegating tasks among
themselves.

LO No. 9: Reflect ethical behavior consistent with University ELGA, Oral Recitations: Every
and in the same wise: meeting
- Observe honesty, integrity, and fair dealings at all times.

2
- Understand and appreciate the fiduciary duties of corporate Minor Quizzes
directors, officers, and partners and their related interests; Every so
- Be aware of the social responsibility of one’s involvement with often as
business organizations; assigned by
- Extend the courtesy and respect due to the instructor and his/her the
fellow classmates; and Major Quizzes instructor
- Refrain from devising, installing and/or using methods,
contrivances or software programs—whether internet-based or
otherwise— or commissioning third persons or his/her classmates
On or
in order to: (a) gain undue advantage to himself and/or a fellow
before, or
student; (b) to avoid or circumvent the detection or monitoring
immediately
protocol of the instructor; (c) compromise integrity of the course
after the
or the conduct necessary output.
seventh
week of the
term; and
on or before
the 13th
Final Examinations week of the
term.

14th week of
the term

RUBRICS AND ASSESSMENT

Rubric on recitations

Criteria EXEMPLARY SATISFACTORY DEVELOPING BEGINNING

4 3 2 1
Knowledge / - very high degree - considerable - moderate insufficient
Understanding of understanding understanding of understanding of understanding of
-scope of of ideas/concepts ideas/concepts/ ideas/concepts/
knowledge ideas/concepts/ arguments/ arguments/ arguments/
arguments/ evidence of topic evidence of topic evidence of topic
evidence on topic
Thinking / highly effective uses effective uses -uses little
Inquiry use of critical/analytical critical/analytical critical/analytical
-responses to critical/analytical thinking skills to thinking skills to thinking skills to
challenges thinking skills to respond to respond to respond to
respond to challenges/ challenges/ challenges /
challenges / questions using questions using questions
questions using examples, examples, concepts
concrete examples, concepts or analogies
concepts or or analogies with moderate
analogies effectiveness
Communication -exceptionally -concrete oral -adequate uses little
-articulation of effective and communication professionalism in oral application of oral
ideas professional oral skills that reflect communication communication
communication professionalism skills (e.g., skills or
skills (e.g., (e.g., academic academic language, professionalism
scholarly / language, correct grammar (e.g.,
academic correct and sentence correct grammar and
language, grammar, and structure; rhetorical sentence structure;
correct grammar sentence devices; voice rhetorical devices;
and sentence structure; projection; gestures; voice projection;
structure; rhetorical body language; gestures; body
rhetorical devices; timing) with a language; timing)
devices; voice voice projection; moderate degree of
projection; gestures; body effectiveness

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 gestures; body language; timing)
language; timing)
Application -excellent - organizes and - adequate - lack of
- organization organization and applies organization and organization and
of application of researched application of application of
ideas and clear researched ideas, ideas, researched ideas, researched ideas,
connections arguments, arguments, arguments, counter arguments, counter
(synopsis and counter counter arguments and arguments and
oral summary arguments and arguments evidence to thesis evidence to thesis
evidence to thesis and evidence to in written synopsis
presented in a thesis effectively and oral summary
logical and in synopsis and
coherent method oral summary
in written synopsis
and oral summary

Rubric for examinations, assigned tasks and submitted work

CRITERIA EXEMPLARY SATISFACTORY DEVELOPING BEGINNING

4 3 2 1
Assigned The submitted The submitted The submitted The submitted work does not
tasks work work manifests work partially manifest any of the
manifests the required manifests the requirements.
qualities which qualities. required qualities.
go beyond the Certain aspects
requirements. are either
incomplete or
incorrect.
Exams and The The examination The examination The examination results
Quizzes examination results manifest a results manifest a manifest a poor mark
results mark that is mark that is
manifest an above average average
excellent mark
Reflection The submitted The submitted The submitted The submitted work does not
papers work work manifests work partially manifest any of the
manifests the required manifests the requirements.
qualities which qualities. required qualities.
go beyond the Certain aspects
requirements. are either
incomplete or
incorrect.

Recitations

1. Recitations shall be conducted during face-to-face classes and during synchronous online classes in Animospace.
2. Recitations are of two kinds: voluntary and involuntary.
3. In involuntary recitations, the instructor has the discretion to select the student who will recite.
4. Students who wish to voluntarily recite shall indicate their willingness. During face to face, students will raise their hands. In
online classes, students may do so by typing in the chatbox.
5. To merit points on voluntary recitations, the instructor may ask the volunteer additional questions apart from the point of
inquiry currently discussed.
6. Students who are selected (or who volunteer) to recite during face-to-face classes must stand-up, and remain standing until
advised by the professor. They are expected to spontaneously speak without reading from books, notes, computer screens, or
cellphones, and without consulting anyone within his/her physical environment.
7. Students who are selected (or who volunteer) to recite during online classes must:
6.a. Turn his webcam and microphone on; and
6.b. Spontaneously speak without reading from books, notes, computer screens, or cellphones, and without consulting
anyone within his/her physical or electronic environment.
6.c. Adjust the volume of their microphones or the direction of their webcam, as may be required by the professor.
8. Students who do not have any recitation at all, whether voluntary or involuntary, for 1 st and/or the 2nd half of the term shall
merit one (1) recitation grade of 60% for the 1st and/or 2nd half, as the case may be.
9. A student who is called to recite but was absent, shall receive a recitation grade of 60%.

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 Assignments:

1. Assignments may be in the form of readings, video, or tasks.

2. Students must go through the readings or watch the video prior to the synchronous class.
3. Tasks may be in the form of accomplishing forms, preparation and submission of reflection papers, or the creation of an
audiovisual presentation.
4. Asynchronous readings, video or tasks may also be assigned.
5. The instructor shall determine the grade value of each assigned task. Each assigned task may account or correspond to a certain
number of recitations. e.g., An assigned task may correspond to two, three or more recitation grades.
6. All projects, reports, papers, and other outputs must be submitted not later than the date and the time specified by the
instructor. Late or non-submissions shall automatically merit a grade of 0%.

Quizzes
1. Quizzes are of two kinds: major and minor quizzes. Major quizzes are graded, while minor quizzes are ungraded.
2. Unless waived by the instructor, students shall undergo one major quiz for partnership law and one major quiz for corporation
law. However, additional major quizzes may be administered to ensure assessment of student performance or progress.
3. The instructor shall determine the grade value of each major quiz. Each major quiz may account or correspond to a certain
number of recitations. e.g., a major quiz may correspond to two, three or more recitation grades.
4. A minor quiz shall be purely for assessment purposes and not form part of the student’s grade. However, a student who fails to
take the quiz may receive one (1) recitation grade of 60, and the instructor reserves the right to call him/her for recitation in
the succeeding meetings.
5. Minor quizzes shall be administered via animospace and cover topics which have been/will be discussed in the previous or
succeeding synchronous meeting, depending on the progress of the class.
6. Quizzes may be objective, discussion, essay and/or multiple choice, individual/group quiz, oral quiz, or group activity.
7. Cheating in quizzes or any act of dishonesty discovered or manifested during class will be dealt with in accordance with the
Student Handbook.
8. The instructor shall not be bound to give a make-up quiz except for meritorious reasons and unless sanctioned by the student
handbook.

Final Examinations

1. Unless determined otherwise by the instructor, the final Examinations shall be comprehensive and shall comprise all the topics
discussed.

FOURTH HOUR

As part of their attendance within the term, students shall be required by the instructor to participate in Video/Film Show
or be assigned to view such film at home; or to participate in lecture/s, Seminar/s or workshop/s; or to attend conference/s, and
to draft refection papers related such activity. The fourth hour activity shall consist of thirteen (13) hours for a three-unit subject.
The instructor shall determine the nature of the activity and inform the students of the said activity no later than the 13th week of
the trimester. Failure of the student to participate or to attend in the fourth hour activity, or failure to submit requirements
appurtenant thereto, shall be considered an absence, and shall be dealt with in accordance with the student handbook.

GRADING SYSTEM

Grade Equivalence A student’s final grade consists of, and shall be

computed, as follows :

Below 70% = 0.0 • Performance in the first half of the term 1(average of
70 to 74% = 1.0 graded quizzes, recitation, assigned papers and/or group
75 to 79% = 1.5 activity) =1/3 of the final grade
80 to 84% = 2.0 • Performance in the second half of the term (average of
85 to 88% = 2.5 graded quizzes, recitation, assigned papers and/or group
89 to 92% = 3.0 activity) = 1/3 of the final grade
93 to 96 % = 3.5 • Final Examinations (Departmental) = 1/3 of the final
97 to 100 %= 4.0 grade

Students must take note of the following material dates in the Academic Calendar in relation to the course Learning Plan:
1.5 to 2 hrs.

1
Cut-off of the first half shall be determined by the instructor.

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 ACADEMIC CALENDAR: 1st Trimester, Academic Year 2023-2024

Dates (2023) Week No. Description

September 4 to October 14 1 to 6 Type B (Hybrid) for Undergraduate Classes
October 16 to October 21 7 Midterm Week

October 23 to October 28 8 Type B (Hybrid) for Undergraduate Classes

October 30 to November 4 9 Independent Learning Week for Undergraduate Classes. No submission

due dates, no summative exams, and no synchronous (online or face-to-
face) classes during this (9th) week.

Holidays: November 1, Wed (All Saints’ day), November 2, Thurs (All

Souls’ day)
November 6 to December 2 10-13 Type B (Hybrid) for Undergraduate Classes

Holiday: November 27, Mon (Bonifacio Day).

Note: Bonifacio Day in 2023 would be celebrated on November 27
instead of November 30, by virtue of Proclamation 90 under President
Marcos.

December 4 to December 11 14 Final Examinations

Holiday: December 8, Friday (Feast of Immaculate Conception)

December 14 (Thursday) N/A Grade Consultation Day

LEARNING PLAN 2

Learning Module Topic Learning Guide Questions and materials Total

Outcomes No.3 Activities Hours

9 1st Course Introduction – Face to face Tip: Learn how to comprehend

Meeting Quick review on the law of class. (1.5 hrs) legal provisions. Try to memorize
obligations and contracts. mother provisions and look up the
Lecture of the terms you do not understand.
1-A Overview of business topic and
organizations. introduction. Assignment: Watch in
Animospace—
Overview of distinctions
between Partnerships and Is partnership a contract? (6 mins.)
Corporations.

1, 2, 5, Reading Assignment: Online What is legal tender? 6 hrs. and

9 Articles 1767-1770; and Synchronous 51 mins.
1-B 1775 of the Civil Code (2 class (1.5 hrs.) Who are capacitated to enter (Week 1)
hrs.) contracts?

Watch: Video on Art. 1769 Art. 1306 of the Civil Code

(15 mins.)
Read Art. 1772 in advance, and
General Provisions relate it with Art. 1768

a. Definition of a
Read Art. 1825 in advance, and
Partnership
relate it with Art. 1769

What is “estoppel”?

2
Subject to change and adjustments depending on the pace of the class, and the cancellation and movement of class days
3
Each Module Number corresponds to a module in Canvas (Animospace). Subject to changes/adjustments, Module No. “1-A”
is scheduled for the First Meeting of the Week and “1-B” for the Second Meeting of the Week.

6
 b. Characteristics of a
partnership contract What is the difference between net
profit and gross returns?
c. Elements of a
Partnership What is the four-fold-test of an
employer-employee relationship?
d. Legal Capacity to enter
contracts What does prima facie mean?

e. Concept of Separate What is the goodwill of a business?

Juridical Personality
What is delectus personae?
f. Difference between
partnership and:

Co-ownership
Conjugal

Partnership of Gains

Voluntary Association

A contract of employment

g. a partnership must have

a lawful object.

1, 2, 5, 2-A Read: Articles 1771 to 1774 Face-to-face What is a consensual contract?

7, 9 (2 hrs.) Class
(1.5 hrs.) Can corporations enter into Week
a. Partnership is a partnership contracts? 2
consensual contract. (7.5
Real property v. personal property. hrs.)
b. When is it necessary to Browse on articles 414 to 415 of the
register the partnership in Civil Code
the Securities and
Exchange Commission? What is Mutual Agency?
What is the effect of non-
registration? What is Estoppel? Who is a partner
by estoppel?
Read: Articles Art. 1776 to
2-B 1791 (2.5 hrs.) Asynchronous What are universal partnerships?
Session What is a universal partnership of
a. Kinds of Partnership Watch: Art. all present properties? What is a
a.1. As to extent of subject 1776 to 1791 universal partnership of profits?
matter (1.5 hrs.)
a.2. As to liability
a.3. As to duration Who are not allowed to donate to
a.4. As to legality of one another?
Existence
a.5. As to representation to When does partnership existence
others begin?
a.6. As to publicity
What is an executory partnership
b. Kinds of Partners, i.e., agreement?
capitalist, industrial,
secret, silent and dormant. What will happen if a partner does
not deliver to the partnership what
II. Obligations of the he promised to contribute?
Partners
What are the seller’s warranties?
c. What is a partnership at
will, particular

7
 undertaking, with a fixed What are real rights v. personal
term? rights?

d. The three-fold duties of a Why is appraisal of a partner’s

partner: Loyalty, Diligence contribution important?
and to Account.
What is the rate of legal interest?
e. Limitations on industrial
and capitalist partners in
terms of engaging in
business.

1, 2, 5, 3-A Read: Articles 1790; Face-to-face What does Res Perit Domino
7, 9 1792 to 1809 (2.5 hrs.) class mean?
(1.5 hrs.)
a. Relations created by a Concept of the law on trust. Week 3
partnership contract; (7.5 hrs.)
Advances v. expenses.
b. Distribution of profit and
loss Difference between duty to
account from formal account
c. Specific v. Generic v.
3-B Fungible things Who is a sub-partner?
Online
d. Partnership management Synchronous What do we mean by fiduciary
(1800-1803) class (1.5 hrs.) relationship?

e. What are acts in the usual

course of business?

f. Partnership books
4-A Face-to-face
g. The duty to account and class
duty to render an (1.5 hrs.)
accounting.

1, 2, 3, Read: Art. 1810-1817 (2 hrs.) Concept of co-ownership

4, 9
a. What are the property Are partners co-owners of
Online Week 4
4-B rights of a partner? partnership property?
Synchronous (7.5
b. Profits v. surplus class (1.5 hrs.) hrs.)
What is judicial attachment?

c. Obligations of partners to What does it mean when a court

third persons. executes a judgment?

1, 2, 3, Read Art. 1818 to 1827 What is quasi-delict?

4, 9 5-A (2 hrs.) Face-to-face
class What is the rule on preference of
a. Principle of Mutual Agency (1.5 hrs.) credits?

b. Liability v. loss
Online
5-B c. Quasi-delict Synchronous
class (1.5 hrs.) Week 5
1, 2, 3, III. Dissolution and Take note of the distinctions between (7 hrs.)
4, 9 winding up the dissolution of limited partnerships
(2 hrs.) Face-to-face and general partnerships.
6-A Read: Articles 1828 to 1842 class
(1.5 hrs.)

8
 Know the manner and
procedure of dissolving
partnerships, and their
implications to the
partners, the partnership
and third persons.

1,2,3,4 IV. Limited Partnership Can an Industrial partner be a limited

,5,6 6-B Asynchronous partner? Week 6
Read: Art. 1843-1867 Online (7 hrs.)
Watch: Asynchronous Can an individual be a limited partner
video Week 6 and a general partner at the same
time?
a. Rationale in putting up a
limited partnership

b. Distinguish a limited
Partnership v. General
Partnership?

c. Distinguish a limited
partner from a general
partner?
1,2,3,4 7-A Major Quiz (Review 2.5 hrs.) Major Quiz to
,5,6, 9 be
Coverage: entire partnership administered
law during face-to-
face class.
(1.5 hrs.)

1, 2, 5, 7-B Read: Sections 1 to 9 of Online Differences among Public v.

9 Revised Corporation Code Synchronous Private Corporations v. GOCC v.
(2 hrs.) class Local Government Units
(1.5 hrs.) Week 7
a. Memorize Section 2 Advantages/Disadvantage of (7.5 hrs.)
b. Attributes of a Corporation incorporating a business?
c. Separate Juridical
Personality What is the doctrine of piercing the
d. Partnership v. Corporation veil of corporate entity? What are
and their similarities the grounds?
e. Classes of Corporation
f. Corporators v. What is the Anti-dummy law?
Incorporators
g. Instances when non-voting What is the meaning of fait
shares can vote accompli?
h. Capital v, Capital Stock v.
“Shares” of stock
Unrestricted Retained Earnings
i. Classes of Shares
j. Concepts of Treasury,
What is the Trust Fund Doctrine?
Redeemable and
Founders’ shares

1, 2, 7, 8-A Incorporation and Face-to-face Know the difference between

9 organization of Private class trademark v. trade name. How is
Corporations (4 hrs.) 1.5 hrs. trademark different from patent
and copyright;
Sections 10 to 21
What is an arbitration agreement?
a. Number and Qualification
of incorporators What is electronic filing?
b. Promoters
c. Corporate term What is an OPC?

9
 d. Subscription and paid-in
requirements; SEE SEC Draft Guidelines on
e. Amendment of Articles of Reviving Expired Corporations
Incorporation dated April 9, 2019.
f. Corporate name
g. De facto v. De Jure What is the Foreign Investments
Corporations v. Act of 1991?
Corporation by estoppel
h. Collateral v. Direct Attack
i. Non-use of corporate
charter v. Continuous
inoperation

1, 2, 3, 8-B Board of Online See Sec. 144 of the corporation Week 8

4, 9 Directors/Trustees/Officers Synchronous code. (7 hrs.)
(4.5hrs.) classes:
What is a General Information
Sections 22 to 34 (Week 8) Sheet?
1.5 hrs.
a. Qualifications/Disqualificat
ion of a director

b. Corporate officers
c. Concept of Quorum

d. Filling-up of vacancies in
the board
9-A Corporate Books and Records Asynchronous
(Secs. 73 to 75) Sessions Relevance of Philippine anti-
competition law on mergers and
a. Corporate Books consolidation. Size of Person and
b. Financial Statements Transaction.

Merger and Consolidation What is the data privacy act?

(Secs. 75 to 79)
Can corporate records be in electronic
a. Difference between the form?
merger and consolidation
b. What is the procedure Peculiarities of non-stock Week 9
c. Limitations Read assigned corporations. V. stock corporations (7.5 hrs.)
sections. (4
a. Who is a provisional
hrs.)
director?
What are corporate torts?
Appraisal Right (Secs. 80 to
Watch videos
85) (2hrs.)
on the topics
covered.
1. What is/ Who has the right
(3.5 hrs.)
of appraisal?
2. When can it be exercised,
and how?

9- B Close Corporations (Sections

95 to 104)

b. Definition and elements of

a close corporation
c. Peculiarities of a close
corporation
d. Restrictions in a close
corporation
e. Deadlocks

10
 Special Corporations (Sections
105 to 114)

1, 2, 3, 10-A Continuation of Board of Face-to-face What is the business judgment rule?

4, 9 Directors/Trustees/Officers class
(1.5 hrs.) (1.5 hrs.) The Board of liquidators v. Kalaw
G.R. No. L-18805, August 14, 1967
Who is/are:
a. Independent directors?

b.Interlocking directors?

c. Disloyal directors/officers?

d. Self-dealing
directors/officers?

e. A compliance officer?

Voting requirements to make

corporate contracts, which
involve inter-
locking/disloyal/self-dealing Week 10
directors, valid. (7.5hrs.)

Powers of the Corporation Online

10-B Sections 35 to 44 Synchronous
(1.5 hrs.) class
(1.5 hrs.)
a. Express, implied, and
incidental powers
b. The right of pre-emption
c. Cash v. Property v. Stock
Dividends
d. Management contracts
e. Ultra-vires v. Illegal Acts Will third persons be bound by
corporate by-laws?
By-laws (Sections 45 to 47)
(1 hrs.) China Bank v. Valley Golf and Country
Club
a. By-laws v. Articles of G.R. No. 117604 March 26, 1997
Incorporation
b. Contents
c. Amendment to by-laws

Meetings (Sections 48 to 59)

(30 Mins.)

a. Regular v. Special
b. Notice requirement
c. Contents of notice
d. Places where meetings
may be held.
e. Proxies
f. Voting Trust Agreement

1, 2, 3, 11-A Stocks and Stockholders Face-to-face Place of stockholder’s meeting, read in

4, 8, 9 (Sections 60 to 72) (1 hr.) class comparison with Section 92 on non-
(1.5 hrs.) stock corporations.
a. Subscription Contracts
b. Consideration for stocks Bangko Sentral Circular No. 799, series
of 2013.

11
 c. Pre-incorporation
subscription What are intangible properties?
d. Review types of shares of
stocks
e. Certificate of stock
f. Watered stocks
g. Delinquent shares

Non-stock Corporations
(Sections 86 to 94) (1.5 hrs.)

a. Definition of non-stock
corporations

b.Is membership
transferable?

c. Membership Distribution
of Assets

11-B One Person Corporations Online SEC Memorandum Circular No. 7, Week 11
(Sections 115 to 132) (2hrs.) Synchronous Series of 2019 – Guidelines on the (7.5hrs.)
class Establishment of a One Person
• Who are disqualified to (1.5 hrs.) Corporation (OPC)
form OPCs;

• Peculiarities of an OPC

• Who is a
nominee/alternate
nominee, what are their
functions?

1, 2, 3, 12-A Dissolution (Sections 133 to Face-to-face Take note of the difference

4, 9 139) (2hrs.) Synchronous between stocks and non-stock
class corporations in terms of
a. Methods of Dissolution dissolution.
(1.5 hrs.)
b. Voluntary v. Involuntary

c. With creditors
affected/Without
Creditors affected

d. Corporate Liquidation

3, 4, 5, 12-B Foreign Corporation (Sections What is the grandfather rule? Week 12

6 and 140 to 153) (2hrs.) Online (7 hrs.)
8 Synchronous The concept of doing business in the
class Philippines.
(1.5 hrs.) What are the three (3) tests to
determine if a corporation is Filipino?

Who is a resident agent?

Procurement and revocation of

License to operate

What is a certificate of Authority?

1 to 9 13-A Major Quiz on the entirety Face-to-face Coverage will be the entirety of the
of Corporation Law (1.5 hrs.) revised corporation code.

12
 13-B Week 13
and/or
Online (7.5 hrs.)
Synchronous /
presentation of group Asynchronous
project session
(1.5 hrs.)
1.5 hrs.

1,2,3,4 FINAL EXAMINATIONS Week 14 1.5 to 2

,5,6, 9 hrs.
Coverage: entire course

CODE OF ETHICS

RVR COB Code of Ethics:

Students of this course impose upon themselves the following undertakings:

“As a business leader I recognize my role in society.

• My purpose is to lead people and manage resources to promote human development and the
common good and to create value that no single individual can create alone.
• My decisions affect the well-being of individuals inside and outside my enterprise, today
and tomorrow.

Therefore, I promise that:

• I will manage with loyalty and care, and will not advance my personal interests at the
expense of my enterprise or society.
• I will promote socially useful products and services which serve human development,
keeping in mind reasonable access for the poor and underprivileged.
• I will understand and uphold, in letter and spirit, the laws and contracts governing my
conduct and that of my enterprise.
• I will refrain from corruption, unfair competition, or business practices harmful to society.
• I will respect the human rights and dignity of all people affected by my enterprise, and I will
oppose discrimination and exploitation.
• I will promote a humane and enabling work community within my organization.
• I will promote the just allocation of resources for all stakeholders of the company.
• I will respect the right of future generations to advance their standard of living and enjoy a
healthy planet.
• I will report the performance and risks of my enterprise accurately and honestly.
• I will invest in developing myself and others, helping the management profession continue
to advance and create sustainable and inclusive prosperity.

In exercising my professional duties according to these principles, I recognize that my behavior must set an example of
integrity, eliciting trust and esteem from those I serve. I will remain accountable to my peers and to society for my actions and for
upholding these standards.”

Adapted from:

The Global Business Oath (http://theoathproject.org/?page_id=47 )

Vocation of the Business Leader (http://www.stthomas.edu/cathstudies/cst/VocationBusinessLead/)

PHILIPPINE BUSINESS COMMUNITY’S COVENANT FOR SHARED PROSPERITY*

“We, therefore, pledge and commit to:

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o Recruit, train and develop our employees and managers to be the best that they can be irrespective of gender, alma mater, age,
ethnicity and religion; provide just compensation and benefits; promote meritocracy and encourage work-life harmony;
o Provide only quality products and services that are of continuing value to our customers;
o Treat our goods, service and funds providers fairly, ethically and with respect as we expect them to treat their own workers in
their supply chain the same way;
o Be actively involved in the communities where we operate in with particular attention to the needs of the disadvantaged in those
communities;
o Protect and preserve the environment for the benefit of current and future generations by employing environment friendly
technologies in all aspects of business operations; and
o Deliver reasonable and just returns to and fair treatment of our controlling and non-controlling shareholders.”

*Source: Philippine Business Group’s Covenant of Shared Prosperity (November 5, 2020)

REFERENCES

Primary references:
Civil Code of the Philippines
Revised Corporation Code, Republic Act No. 11232
SEC memorandums and issuances, as identified in the syllabus, including but not limited to:

o SEC Memorandum Circular No. 7, Series of 2019 – Guidelines on the Establishment of a One Person Corporation (OPC)
http://www.sec.gov.ph/wp-content/uploads/2020/01/2019MCNo07n.pdf

o SEC Memorandum Circular No. 16, Series of 2019 – Guidelines on the Number and Qualifications of Incorporators under
the RCC Draft Guidelines on Reviving Expired Corporations dated April 9, 2019. http://www.sec.gov.ph/wp-
content/uploads/2020/01/2019MCNo16n.pdf

o SEC Memorandum Circular No. 28 s.2020- Requirement for Corporations, Partnerships, Associations, and Individuals to
Create and/or Designate E-mail Account Address and Cellphone Number for Transactions with the Commission-
https://www.sec.gov.ph/mc-2020/mc-no-28-s-2020/

o SEC Memorandum Circular No. 01 s.2021- Guidelines in Preventing the Misuse of Corporations for Illicit Activities through
Measures Designed to Promote Transparency of Beneficial Ownership (“BO Transparency Guidelines-
https://www.sec.gov.ph/mc-2021/mc-no-01-s-2021/

Supreme Court Reports Annotated (SCRA); Philippine Reports; Lex Libris

Suggested secondary references:

De Leon, Hector S., The Law on Partnership and Private Corporations (latest Edition)
Ignacio, Larry, Business Organizations Partnerships and Corporations- Pointers and Cases (2020)

ONLINE RESOURCES: www.sec.gov.ph and http://sc.judiciary.gov.ph/jurisprudence

Comparative Matrix Revised Corporation Code v. Corporation Code
https://www.sec.gov.ph/wp-content/uploads/2019/11/2019Legislation_Revised-Corporation-Code-Comparative-Matrix_as-
of-March-22-2019.pdf

ADDITIONAL CLASS POLICIES

1. All students shall submit a 3x5 Index card with their 1x1 picture attached (pasted and stapled) on the upper right-hand corner.
Students in K33 shall use white index cards; K31 students shall use yellow-colored index cards; K32 students shall use green-
colored index cards.

2. Students shall legibly write on the left-hand area of the index cards:
LAST NAME, First Name, Middle Initial
COBLAW2, Section, Days and Time of class

3. Students must submit their duly accomplished class cards at the beginning of the term. Students who fail or refuse to submit
will receive a failing mark (0.0) in the course.

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Face-to-face classes

1. Students may not leave the classroom without securing permission from the instructor.
2. An absence may be excused subject to the submission of the documents required under the student handbook.
3. Missed quizzes, assignments, recitations, group work due to absences will not be excused.
4. Students must observe proper decorum and shall give respect to everyone inside the classroom.
5. While students are allowed to step out of the class for restroom breaks, the concerned student must raise his/her hand and
ask permission from the professor without disrupting the class.
6. The use of cellphones, tablets and other electronic devices is strictly prohibited during class. These devices must be placed in
silent mode during class.

Online classes

1. Online classes shall be conducted using Animospace (canvas), DLSU’s official learning management system. However, the
instructor reserves the right to use other online conference platforms as demanded by the circumstances.
2. The instructor shall monitor attendance by referring to the list of conference attendees. Students who log out or
unceremoniously leave the conference shall be deemed absent.
3. Online classes shall be synchronous to the day and time enrolled by the student. As far as practicable, online classes shall be
recorded via Animospace. The viewing of the recorded sessions shall be the responsibility of the students.
4. During synchronous classes, students shall turn their webcams on but mute their microphones so as not to cause unnecessary
noise, distortion, or distraction to the class. However, students recognized by the instructor may be allowed or required to
turn their microphones on. The instructor may also require students to adjust the volume or mute their microphones and/or
turn off or adjust their webcam, if necessary.
5. In all cases, students may participate, ask questions or request to be recognized by typing their concerns in the chatbox.
6. At his discretion, the instructor may also conduct asynchronous, in lieu of synchronous, online classes. Except in cases of
emergency, make-up asynchronous classes shall be announced ahead of the scheduled synchronous class. Asynchronous
classes may come in the form of a video, audio or audiovisual recording from the instructor, or a third-party audio-visual
presentation, which the student may view at his own pace. However, to keep pace with the lesson, students must view the
recording ahead of the next period.

Absences

1. Subject to university policies, each student is allowed a maximum of five and a half (5.5) absences.

Academic Honesty and decorum

1. Any form of dishonesty and/or improper conduct such as, but not limited to, cheating or plagiarism is extremely prohibited
and shall be dealt with accordingly.
2. Students who commit illegal, obscene, disrespectful, unruly behavior, or commit violations of the student handbook, may be
excluded from further participating or attending the synchronous online classes, without prejudice to the instructor’s right
to file formal charges against the student before the discipline office.

Updating or modification of the syllabus

As the circumstances may warrant, the instructor reserves the right to modify/supply/reduce this syllabus.

Approved by: Noted by:

ATTY. EMILIANO BANTOG DR. EMILINA R. SARREAL

Vice Chair, Department of Commercial Law Dean, RVR College of Business

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