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CORPORATION

LAW REVIEWER (2013-2014)

ATTY. JOSE MARIA G. HOFILEA

HISTORICAL BACKGROUND

The corporate form has been around for around 100 years and
has established a manner in which business has been conducted
that makes it an attractive medium.


I. Philippine Corporate Law 1 A-sort-of codification of American


III. The Corporation Code (Batas Pambansa Bilang 68)

Why Drawn: When attention was drawn to the fact that there
was no entity in Spanish law corresponding to the notion of the
American corporation, the Philippine Commission enacted the
Purpose: To introduce the American corporation in the
Philippines as the standard commercial entity and to hasten the
day when the sociedad annima of the Spanish law would be
obsolete. The statute is a sort of codification of American
Corporate Law. Harden v. Benguet Consolidated Mining, 58
Phil. 141 (1933).

When the Americans came over, they noted that whatever was
in place at that time were unfamiliar with them. As such, they
caused the adoption of the first corporation law.

effective on 1 April 1906.


1

The whole body of statutory and jurisprudential rules pertaining to


corporations is referred to as "Corporate Law" to differentiate it from the old
statute known as "The Corporation Law," or Act No. 1459.

As of date, the Securities and Exchange Commission (SEC) has


proposed that a new Corporation Code be adopted since it has
been 30 years since B.P. Blg. 68 has been implemented.

Although we have a Corporation Code that provides for


statutory principles, since Philippine Corporate Law comes from
the U.S. common law system, Philippine Corporate Law is
essentially, and continues to be, a common law system and
subject to developments in commercial developments, much of
which can be expected to happen in the world of commerce,
and some expressed jurisprudential rules that try to apply and

The first corporate statute, the 1906 Corporation Law became

Provided for a chapter on close corporations.2


IV. Proper Treatment of Philippine Corporate Law


II. The Corporation Law (Act No. 1459)

The current Corporation Code of the Philippines took effect on 1


May 1980,
o Adopting various corporate doctrines enunciated by the
Supreme Court under the old Corporation Law;
o Clarified the obligations of corporate directors and
officers;
o Expressed in statutory language established principles
and doctrines; and

Corporation Law (Act No. 1459).

It had piece-meal amendments during its 74-year history, but


became antiquated and not adapted to the changing times.

Corporate Law

A little more detailed in certain aspect. This is very


similar to the later law B.P. Blg. 68

Corporation Code applies even to corporations organized under the old


Corporation Law. Castillo v. Balinghasay, 440 SCRA 442 (2004).


NOTES BY RACHELLE ANNE GUTIERREZ (UPDATED APRIL 3, 2014)

CORPORATION LAW REVIEWER (2013-2014)



adopt corporate principles into the changing concepts and
mechanism of the commercial world.


NOTES BY RACHELLE ANNE GUTIERREZ (UPDATED APRIL 3, 2014)

ATTY. JOSE MARIA G. HOFILEA