Professional Documents
Culture Documents
Chapter Outline:
Introduction
Definition of Corporation
Characteristics of Corporation
Distinctions between
Partnership and Corporation
Advantages of a Corporation
Disadvantages of a
Corporation
Classification of a Corporation
Components of a Corporation
Who may form a Corporation?
How to form a Corporation?
Articles of Incorporation
By-Laws
Corporate Name
Corporate Records
Organization Costs
Rights of Stockholders
Share or Stock Cert.
Legal Capital of a Corp.
The Trust Fund Doctrine
Shareholders Equity
Quizzers
Learning Objectives:
1.
2.
3.
4.
DEFINITION
CHARACTERISTICS
Mere agreement
At least two(2)
b. Requirements
c. Start of legal entity Execution of the
contract
Corporation
Operation of law
At least five (5)
Issuance of certificate
of incorp. By SEC
Authorized by Law
partners
Can run (Unlimited) Cannot run(Limited)
e. Creditors
f. Interest of partners Non-transmissible Transmissible
Any time by
With the consent of
g. Dissolution
partners will
the state
ADVANTAGES
1.
2.
Limited Liability - *
3.
Unlimited Life *
4.
5.
Tax Treatment
6.
7.
8.
DISADVANTAGES
1.
2.
3.
4.
5.
6.
CLASSIFICATION
1.
As to Purpose (PPQ)
2.
3.
4.
As to Admission of Shareholders
5.
(OC)
COMPONENTS OF A CORPORATION
1.
2.
3.
4.
5.
6.
7.
Corporators
Incorporators
Shareholders
Members
Promoters
Board of Directors
Subscribers
natural persons
not less than five (5) but not more
than fifteen (15)
All of legal age
Majority are residents of the
Philippines
* Incorporators must own or be subscribers to at least
one (1) share capital of the corporation
Stages:
1.
Organization Stage
2.
Incorporation Stage *
3.
Commencement Stage
Incorporation Process
Promotion
File Articles of In
corporation
Name Search
State Charter
Subscribers
1st Organizational
Meeting
ARTICLES OF INCORPORATION
1.
2.
3.
4.
5.
ARTICLES OF INCORPORATION
Provisions defining, limiting and regulating powers
of directors / shareholders
7. Par value of authorized shares (7)
8. Imposition of personal liability on shareholders for
the debts of corporation to a specified extent and
upon specified conditions.
9. Release of Directors from liability to corporation or
shareholders except for: *
6.
BY-LAWS
1.
2.
3.
4.
5.
CORPORATE NAME
1.
2.
3.
4.
CORPORATE RECORDS
Minutes Book
2.
Stock and Transfer Book
- Subscribers Ledger
- Shareholders Journal
- Shareholders Ledger
1.
ORGANIZATION COSTS
RIGHTS OF SHAREHOLDERS
BASIC RIGHTS:
1.
To vote and attend annual shareholders
meeting
2.
To share in distribution of corporate
profit*
3.
To share in distribution of assets upon
corporate liquidation*
4.
To purchase additional shares in the
event corporation issues additional share
capital. *
LEGAL CAPITAL OF A
CORPORATION
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY
COMPONENTS:
1.
Share Capital
2.
Subscribed Share Capital
3.
Subscription Receivable
4.
Share premium or APIC
5.
Revaluation Surplus or Reserve
6.
Accumulated Profits or Losses or Retained
Earnings
7.
Treasury Shares*
THE
END