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✓ A. Corporation, defined
A corporation is 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. (Sec.2, Corporation Code)
A. It is an artificial being. This means it isn't a natural person, unlike you and me. But as an artificial being (or a
juridical person), the corporation is considered a person in the eyes of the law. That also means it has a separate
personality from the natural persons who govern and comprise it. As a consequence, the corporation is generally
responsible for its obligations, so its stockholders or members (the natural persons) are protected and cannot
be held liable for corporate obligations.
B. It is created by operation of law. This means the law gives it its personality, so it basically has to follow what
the law says.
C. It has the right of succession. This means that it remains the same artificial being even if there are changes
in its stockholders or members. It doesn't become a new corporation just because all its stockholders or members
got replaced.
D. It has the powers, attributes, and properties which are either (a) expressly authorized by law, or (b) incidental
to its existence. This means that corporations have limited powers, attributes, and properties. They have only
those (1) expressly authorized/granted by law, or (e) incidental to its existence (i.e., incidental to the fact that it
is a corporation). For example, corporations can't get married, since the law doesn't expressly grant that, nor is
it incidental to its existence.
Express Authority – In agency law, express authority is an agent's power to act on behalf of a principal, expressly
granted by the principal. It can be given in an agency agreement or through clear and express oral instructions.
The result of express authority is that the conduct of an agent can legally make representations for the principal
or even legally bind the principal in a contract.
(RA 11232, otherwise known as the “Revised Corporation Code of the Philippines” or “RCC”, was signed into
law by President Rodrigo Duterte on 20 February 2019.)
✓ C.Public Corporation
A public corporation is one created by the state either by general or special act for purposes of administration of
local government or rendering service in the public interest.
A. General Acts – Public corporations created by general acts in the Philippines refer to government-owned
entities established through general legislation passed by the Philippine Congress. Unlike public corporations
created by special acts, which are formed for specific purposes, those created by general acts are
established to fulfill broader objectives and may have more flexibility in their operations. Examples of public
corporations created by general acts in the Philippines include: Land Bank of the Philippines (LandBank):
Established by Republic Act No. 3844 in 1963; Development Bank of the Philippines (DBP): Created by
Republic Act No. 85 in 1947; Philippine Deposit Insurance Corporation (PDIC);Philippine Health Insurance
Corporation (PhilHealth): Created by Republic Act No. 7875 in 1995; Philippine Rice Research Institute
(PhilRice): Established by Republic Act No. 7308 in 1992. These public corporations operate under their
respective charters (grants) and are subject to government oversight and regulation.
B. Special Law
Public corporations created by special acts in the Philippines refer to government-owned entities established
through specific legislation passed by the Philippine Congress. These entities are created for specific purposes
and typically operate in sectors deemed important for public service or economic development.
REPUBLIC ACT NO. 11232, Sec. 4. Corporations created by special laws or charters. – Corporations created
by special laws or charters shall be governed primarily by the provisions of the special law or charter creating
them or applicable to them, supplemented by the provisions of this Code, insofar as they are applicable.
Example of corporations under Sec. 4: Philippine National Oil Company, National Development Company,
Philippine Export and Foreign Loan Guarantee Corporation, GSIS, Metropolitan Waterworks and Sewerage
System (MWSS), National Power Corporation (NAPOCOR), Philippine Amusement and Gaming Corporation
(PAGCOR)
These are government-owned or controlled corporations, operating under a special law or charter. SEC
registration is not required for them to acquire legal and juridical personality because they owe their own
existence not by virtue of their compliance with the requirements of registration under the Corporation Code but
by virtue of the law that specially created them.
✓ It is one formed or organized for the government of portion of a state (Section 3, Act No. 1459);
✓ It is created by the state as its own agency for the accomplishment of parts of its own public works.
(a) Quasi-public Corporations – refer to entities that resemble corporations but are not formally organized
as such under the Corporation Code. These entities often possess corporate attributes, such as
separate juridical personality and limited liability, but are created by law for specific purposes.
Examples include government-owned and controlled corporations (GOCCs) like the Philippine
National Oil Company (PNOC) and the Philippine Amusement and Gaming Corporation (PAGCOR),
as well as educational institutions like state universities and colleges (SUCs) such as the University
of the Philippines (UP). These entities operate like corporations but are subject to specific laws and
regulations governing their establishment, organization, and operations.
(b) Municipal corporations – or the LGUs
✓ 6. Private Corporation
Our old Corporation Law defines private corporations as "those formed for some private purpose benefit, aim or
end" (Section 3, Act No. 1459).
A private corporation in the Philippines is a type of business entity that is owned and controlled by private
individuals or entities, rather than by the government. Private corporations are formed under the Corporation
Code of the Philippines and are governed by the Securities and Exchange Commission (SEC).Examples:
Jolibee Foods Corporation, Coca-Cola Beverages Philippines Inc., GMA Network Inc., McDonald's Philippines,
San Miguel Corporation, Grab, Villar Group
✓ 7. Public and Private Corporations, distinguished.
• Public corporations are established for purposes connected with the administration of civil or local governments;
while private corporations are created for private aim, gain or benefits of its members.
• Public corporations are creations of the state either by general or special act; while private corporations are
created by the will of the incorporators with the recognizance of the state.
• Public corporations are involuntary consequences of the legislation; while private corporations constitute a
voluntary agreement by and among its members
Example: Administrative Order No. 270 – Prescribing the Implementing Rules and Regulations of The Local
Government Code of 1991.
(B) Classification of local government powers
1. Express Powers - those powers granted in express words. The express powers of local government units
(LGUs) in the Philippines are specifically granted to them by law. These powers are spelled out in clear and
explicit terms, allowing LGUs to exercise authority within their respective jurisdictions. Here are some examples
of express powers of LGUs: Taxation: LGUs have the power to impose and collect taxes, fees, and charges. For
example, barangays can levy barangay clearance fees, while municipalities can impose business taxes; Creation
of Revenue Sources: LGUs can create their own sources of revenue aside from taxes. This includes fees for
services rendered, regulatory fees, and charges for the use of public facilities; Creation of Barangays: LGUs
have the authority to create, divide, merge, abolish, or alter boundaries of barangays within their jurisdiction,
subject to guidelines provided by law; Local Legislation: LGUs can enact ordinances, resolutions, and other local
legislation to address issues and concerns specific to their community. This includes laws related to public order,
health, sanitation, and social welfare.
2. Implied powers – implied powers and functions of local government units (LGUs) in the Philippines are not
explicitly stated in law but are inherent in their nature as local governing bodies. These powers and functions are
necessary for LGUs to effectively fulfill their mandated responsibilities. Here are examples of implied powers and
functions of LGUs: Emergency Response and Disaster Management; Environmental Protection and
Conservation: LGUs have an implied responsibility to protect and conserve the environment within their territory.
This includes initiatives such as tree planting programs, coastal clean-up activities, and enforcement of
environmental regulations. For instance, LGUs may implement ordinances to regulate waste disposal, protect
natural habitats, and promote sustainable practices within their communities; Community Development and
Social Welfare; Cultural Preservation and Heritage Conservation; Public Health and Sanitation: LGUs have an
implied role in ensuring public health and sanitation within their jurisdiction. This includes providing access to
healthcare services, promoting sanitation and hygiene practices, and implementing measures to prevent the
spread of diseases. For example, LGUs may conduct immunization campaigns, establish health centers, and
enforce regulations on food safety and sanitation.
Key terms:
1. By-laws - In the local government setting in the Philippines, by-laws refer to rules and regulations enacted by
local legislative bodies, such as Sanggunians (Councils) of barangays, municipalities, cities, and provinces.
These by-laws serve as supplementary legislation to national laws and ordinances, allowing local governments
to address specific issues and concerns within their jurisdiction. By-laws typically cover a wide range of topics,
including but not limited to: Public Order and Safety: By-laws may regulate activities related to public safety, such
as curfew hours, noise control, and traffic management. Health and Sanitation: By-laws may establish guidelines
for maintaining public health and sanitation, including waste management, sanitation standards for food
establishments, and measures to control the spread of diseases. By-laws are enacted through the legislative
process, which typically involves the introduction of a proposed ordinance, deliberation, public hearings, and
approval by the local legislative body. Once enacted, by-laws have the force and effect of law within the
jurisdiction of the local government unit. By,-laws play a crucial role in governing local communities, as they allow
for the customization of rules and regulations to address the specific needs and priorities of each locality. They
provide a mechanism for local governments to exercise autonomy and effectively manage affairs at the
grassroots level.
2. Ordinances
In the context of local government in the Philippines, an ordinance is a local law or regulation enacted by the
legislative body of a local government unit (LGU). It is a legal instrument that has the force and effect of law
within the jurisdiction of the LGU that passed it. Here's a breakdown of what an ordinance entails: Legislative
Authority: Ordinances are passed by the Sanggunian, the legislative body of an LGU, which may be composed
of the Sangguniang Panlungsod (City Council) for cities, Sangguniang Bayan (Municipal Council) for
municipalities, or Sangguniang Barangay (Barangay Council) for barangays (villages). Subject Matter:
Ordinances cover a wide range of subjects, including public order and safety, health and sanitation,
environmental protection, land use and zoning, taxation and revenue generation, local governance, and social
welfare. They address issues and concerns specific to the locality and are tailored to meet the needs of the
community. Enactment Process: The process of enacting an ordinance typically involves several stages,
including proposal or drafting, committee review and hearings, public consultation or hearings, deliberation and
amendment, and final approval. Once approved by the Sanggunian, the ordinance is signed by the local chief
executive (e.g., mayor or barangay captain) and becomes effective upon publication or posting as prescribed by
law. Hierarchy of Laws: Ordinances passed by LGUs must not contravene the Constitution, national laws, or
higher-level regulations such as provincial ordinances or executive issuances. They are subject to review by
higher authorities to ensure compliance with legal standards.
✓ Intramural Powers:
Definition: Intramural powers pertain to the internal affairs and governance of the LGU within its territorial
jurisdiction. These powers are exercised to promote the welfare and development of the local community.
Examples:
Zoning and Land Use Planning: An LGU may enact zoning ordinances to regulate land use within its territory,
designating areas for residential, commercial, industrial, or agricultural purposes.
Local Taxation: LGUs have the authority to impose and collect taxes, fees, and charges within their jurisdiction,
such as business taxes, real property taxes, and local business permits.
Public Order and Safety: LGUs are responsible for maintaining peace and order within their locality, which
includes the establishment of barangay tanods (community watch groups) and the enforcement of local
ordinances related to curfew hours, noise regulations, and traffic management.
✓ Extramural Powers:
Definition: Extramural powers refer to the authority of LGUs to engage in activities and enter into agreements
outside their territorial jurisdiction. These powers are typically exercised to promote cooperation, economic
development, and mutual benefit between LGUs.
Examples:
Interlocal Cooperation: LGUs may form alliances or partnerships with other LGUs, both within and outside their
province, city, or municipality, to undertake joint projects or programs. For example, neighboring municipalities
may collaborate on infrastructure development or environmental conservation initiatives.
Participation in Regional Development Initiatives: LGUs can participate in regional development councils or
bodies to coordinate efforts and resources for regional development projects, such as transportation networks,
tourism promotion, or disaster risk reduction.
Sister City Agreements: LGUs may establish sister city relationships with local or foreign LGUs to foster cultural
exchange, trade, and cooperation. This can lead to collaborative projects in areas such as education, tourism,
and economic development.
In summary, intramural powers focus on the internal governance and administration of LGUs within their territorial
jurisdiction, while extramural powers involve activities and engagements that extend beyond their boundaries,
aimed at fostering cooperation and development both locally and regionally.
7. In the Philippines, local government units (LGUs) exercise both mandatory and discretionary powers to fulfill
their roles in governance. Here's an explanation of each type with examples:
Mandatory Powers:
Defined by Law: Mandatory powers are those explicitly prescribed by the Constitution, statutes, and regulations.
LGUs are required to exercise these powers as part of their duties.
Examples:
Collection of taxes and fees: LGUs are mandated to collect taxes, fees, and charges within their jurisdiction,
such as real property taxes, business taxes, and permit fees.
Implementation of national laws: LGUs are obligated to enforce laws enacted by the national government within
their territory, such as environmental laws, building codes, and labor regulations.
Provision of basic services: LGUs must provide essential services to their constituents, including healthcare,
education, sanitation, and social welfare programs.
Discretionary Powers:
Flexibility and Autonomy: Discretionary powers give LGUs the flexibility to make decisions and take actions
based on their judgment and assessment of local needs and priorities.
Examples:
Allocation of budget and resources: LGUs have discretion in allocating funds for various projects and programs,
based on local priorities and available resources.
Issuance of permits and licenses: LGUs exercise discretion in granting permits and licenses for businesses,
construction projects, events, and other activities, based on compliance with applicable regulations and local
conditions.
3. HISTORY OF LOCAL GOVERNMENTS IN THE PHILIPPINE SETTING
A. Origins of Barangays
The pre-Spanish barangays were the first political and social organizations of the Philippines. (That was before
the 1500s, because Spaniards started colonizing the Philippines 1564-1565, after it was discovered by Magellan
in 1921)
A barangay was a settlement of some 30 to 100 familes and a governmental unit in itself (Actually, the word
barangay came from the word 'balangay').
Each barangay was independent from all the others. There was no central government whatsoever, although
confederations of barangays were formed for mutual protection and support.
The chief of the barangay was called a datu "an absolute ruler in whose hands were the legislative, executive,
and judicial powers of the government. Laws were unwritten and derived largely from customs and traditions.
They were formulated by the datu who also acted as judge in cases of disobedience to the law. The Chief exacted
tribute of harvest and labor from his subjects.
B. Spanish Conquest and Centralism
The lack of unity in the warring barangays made conquest easier for the Spaniards. Gradually, the datus were
shorn of their powers. The barangays disintegrated as independent city states and were transfomed into
"somewhat artificial subdivisions of the greater more complex form of government that the colonists super
imposed. The Spaniards established the encomienda system as the nucleus of local government in the country.
An encomienda was practically a 'grant to Indians' to favored Spaniards. The grantee called encomiendero had
the task of collecting the tribute from the natives.
Cabezas de barangay – also known as teniente del barrio, was the head of a barangay or barrio political unit in
the Philippines during Spanish rule.
Regidores (Alderman) – A position in municipal governments in Spain and Latin America, roughly corresponding
to alderman (member of municipal legislative body).
Constable – is an officer who keeps the peace in their assigned jurisdiction.
Assessor – someone whose job is to judge or decide the amount, value, quality, or importance of something
Notary – a person authorized to perform certain legal formalities, especially to draw up or certify contracts, deeds,
and other documents for use in other jurisdictions.
Cattle – large ruminant animals with horns and cloven hoofs, domesticated for meat or milk, or as beasts of
burden; cows.
Electoral College – a set of electors who are selected to elect a candidate to particular offices.
House-holders – a person who owns or rents a house; the head of a household.
Laws of the Indies – are the entire body of laws issued by the Spanish Crown for the American and the Asian
possessions of its empire. They regulated social, political, religious, and economic life in these areas.
Centralism – Centralism during the Spanish colonization in the Philippines referred to the centralized political
and administrative control exerted by the Spanish colonial government from Manila. Under centralism, all major
decisions regarding governance, lawmaking, taxation, and military affairs were made by authorities appointed
by the Spanish crown and were often executed through directives from Manila. Key aspects of centralism during
Spanish colonization in the Philippines included: Manila as the Political Center; Governor-General's Authority;
Provincial Administration; Uniformity in Governance; Limitations on Local Autonomy.
Overall, centralism during Spanish colonization in the Philippines reinforced the hierarchical structure of colonial
rule, with ultimate authority vested in the Spanish crown and its representatives in Manila. This system of
centralized control facilitated the exploitation of resources, the imposition of Spanish culture and religion, and
the suppression of indigenous resistance to colonial rule.
Death kneel – the tolling of a bell to mark someone's death; used to refer to the imminent destruction or failure
of something.
Maura Law of 1893 – The first decree, the royal decree of May 19, 1893, was a law that laid the basic foundations
for municipal government in the Philippines. It was put into effect starting in 1895. The Maura Law established
tribunales, municipales and juntas provinciales.[1] These foundations laid by the Maura Law were later adopted,
revised, and strengthened by the American and Filipino governments that succeeded Spanish rule in the country.