Sec 10 - Any number of natural persons not less than

five (5) but not more than fifteen (15), all of legal age
and a majority of whom are residents of the
Philippines, may form a private corporation for any
lawful purpose or purposes. Each of the incorporators
of a stock corporation must own or be a subscriber to
at least one (1) share of the capital stock of the
corporation.

Any number of natural persons

not less than five (5) but not more than fifteen
(15)
all of legal age
a majority of whom are residents of the
Philippines,
may form a private corporation for any lawful
purpose or purposes
Each of the incorporators of a stock corporation
must own or be a subscriber
to at least one (1) share of the capital stock of
the corporation

Incorporation of a private corporation a mere

privilege
o

generated by agreements of a group of persons

but legislative authority is necessary to
put a stamp of state intervention in the
creation of corporations
one of the attributes of sovereignty

special privilege conferred upon a group of

persons by the sovereign power of the State
right to be and act as a corporation does
NOT belong to any person as a natural
and civil right
under sec 10- formation of a corporation for
any lawful purpose/s provided it is in
accordance with the Code
is a matter of right
cannot be restrained
since a corporation is merely a creation of law
it can be dissolved at any time by
legislative enactment subject to certain
limitations

Advantages of the corporate form

1. any number of persons may unite in a single
enterprise
without using their own names
without difficulty or inconvenience
with valuable right
i. to contract
ii. to sue or be sued
iii. to hold or convey property in the
corporate name
iv. to act as legal unit
2. individual stockholder may invest in the
corporate enterprise as much or as little as he
sees fit
without risking more
in the absence of statutes to the contrary

i. is the limit of his liability (doctrine

of limited liability, of corporate
fiction)
can transfer their shares without the
consent of the other stockholders
3. the rights and obligation of a corporation are
NOT affected by the death or change of the
individual members
Business continues uninterrupted and
unaffected so long as corporate entity
continues
Credit is strengthened by such continuity
of existence
4. Modern corporation makes great undertakings
feasible
It enables many individuals to cooperate
in order to furnish large amounts of
capital
i. to finance gigantic enterprises
ii. large scale enterprise lowering
costs of production

formed for moral, benevolent, social,

political purposes

As to possession
of juridical
personality
As to governing
law

Capacity to act
in its name

Corporations and Associations

Concept of association

one of vague meaning

used to indicate a collection of persons
who have joined together for a certain
object
properly applied to an unincorporated
society or body of individuals

Validity and
enforcement of
acts

Association
A creature of contract without a legal entity
separate from the individuals composing it

Generally governed by the Civil Code or some

other laws
Acc to Art 45 partnerships and associations
for private purposes are governed by the
provisions of the (civil) code on partnerships
Not competent to act as agent or create
agents or confer upon another authority to
act on its behalf
Cannot sue or be sued
Cannot enter into contracts in the name of
the assoc
Neither can it acquire properties under its
common name
Contracts entered on its behalf make the
person signing personally liable to the
contracting party

May be valid although unenforceable

Sue as individuals to enforce their
rights

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But not in the name of the group or
assoc, it not being a legal unit
o Although assoc has no juridical
personality, its subscription to
the capital stock of a corporation
is NOT NECESSARILY invalid
o It should not have been
accepted under such name in
the first place
Not being engaged in business
Not desirous of acquiring juridical personality
Need NOT be registered with the
Securities and Exchange Commission
o Cannot exercise powers, rights,
privileges incident to
incorporation, expressly granted
to registered corps
Courts will not interfere with the internal
affairs of an unincorporated association so as
to settle disputes between members on
questions
Of policy
Discipline
Internal government

As to powers,
rights and
priveleges

Policy of Judicial
non-interference

Concept of Franchise
Franchise

Any special privilege or right affected with

public interest

Conferred by the State on corporations or

persons
And which does not belong to the citizens of the
country as a matter of common right
1.) Primary or corporate franchise
a. Right or privilege granted to
individuals by the State
b. To be and act as a corporation after its
incorporation
c. Privilege granted to incorporators
i. Enables them to act for certain
designated purposes as a single
individual
ii. And exempts them, unless
otherwise especially provided,
from individual liability for
corporate debts
d. Is granted to and vests in the
individuals who compose the
corporation
i. NOT to the corporation itself
2.) Secondary or special franchise
a. Franchise to exercise powers and
privileges granted to the corporation
in order to carry out business for
which it was created
i. Including those conferred for
public benefit
1. Ie power of eminent
domain
2. Powers and privileges
enjoyed by public utilities

b. Conferred upon the corporation AFTER

its incorporation
i. NOT upon the individuals who
compose the corporation
Transferability of franchise
1.) Primary franchisea. By nature, inalienable
b. Part of the corporation
i. CANNOT be sold or assigned
ii. Otherwise, corporation would be
created without legislative consent
iii. Maybe conveyed PROVIDED there
is EXPRESS legislative authority to
do so
2.) Secondary franchisea. Granted to the corporation itself
i. So Ordinarily, maybe conveyed or
mortgaged under a general power
granted to a corporation to dispose
of its property
1. Except if such franchise is
charged with public use (ie
for public utilities)
a. May be sold only with
PRIOR approval and
authorization of the
proper government
authorities such as the
National
telecommunications
commission for telcos

b. Even if sold under

execution, without
such authority,
transferor or grantee
continues to be
responsible under the
franchise in relation to
the Commission and
the public
i. Transferee
holds the
property as
agent for the
registered
owner (as far as
the law is
concerned)
ii. Subject to levy and sale on
execution
1. Together with all the
property necessary for the
enjoyment thereof
2. BUT WHERE the judgment
DOES NOT contain any
special decree making the
franchise of a private
corporation answerable for
its judgment debt
a. Inclusion of such
franchise, trade name,
and capital stocks has
NO justification and

should be SET ASIDE

insofar as it authorizes
such levy and sale

o
o

Steps in the creation of a corporation

1.) Promotion
2.) Incorporation
3.) Formal organization and commencement of
business

o
Promotion of corporations
Promotion

Not a legal but a business term

A number of business operations peculiar to the
commercial world by which a company is
brought into existence
Not really a formal part of the organization of a
corporation
o It occurs outside the corporate form
o Theoretically, independent thereof
Usually undertaken by a promoter
o but formation and organization may be
done by the incorporators themselves
without getting the services of a promoter

Promoter

one who, alone or with others,

takes it upon himself to organize a corporation:

to procure the necessary legislation,

where necessary
to procure the necessary subscribers to
the articles of incorporation, where the
corporation is organized under general
laws
to see that the necessary document is
presented to the proper office to be
recorded and the certificate of
incorporation issued
generally to float the company
to sell shares in a company or
business to the public for the first
time
The term "float" refers to the
regular shares that a company has
issued to the public that are
available for investors to trade.
This figure is derived by
taking a
company's outstanding
shares and subtracting from
it any restricted stock.
(Restricted stock is stock
that is under some sort of
sales restriction: for
example, stock that is held
by insiders and cannot be
traded because they are in
a lock-up period following
an initial public offering.)

A company's float is an
important number for
investors because it
indicates how many shares
are actually available to be
bought and sold by the
general investing public.
The company is not
responsible for how shares
within the float are traded by
the public - this is a function
of the secondary market.
Therefore, shares that are
purchased, sold or
even shorted by investors do
not affect the float because
these actions do not
represent a change in the
number of shares available
for trade: they simply
represent a redistribution of
shares. Similarly, the
creation and trading
of options on a stock do not
affect the float.
Still don't quite understand
what a float is? Here's an
example:
Say the TSJ Sports

Conglomerate has 10 million

shares in total, but 3 million
shares are held by insiders
who acquired these shares
through some type of share
distribution plan. Because
the employees of TSJ are not
allowed to trade these
stocks for a certain period of
time, they are considered to
be restricted; therefore, the
company's float would be 7
million (10 million - 3 million
= 7 million). In other words,
only 7 million shares are
available for trade.
It should also be noted that
there is an inverse
correlation between the size
of a company's float and
the volatility of the stock's
price. This makes sense
when you think about it: the
greater the number of
shares available for trade,
the less volatility the stock
will show because the harder
it will be for a smaller
number of shares to move
the price.

Read
more: http://www.investoped
ia.com/ask/answers/04/0910
04.asp#ixzz2CwtXwxjZ
Aka projectors, agents, stewards, trustees
one who acts in the
o Formation
o Establishment
o Control
Of a company
Prior to the incorporation and the assumption of
control by the board of directors
Agents of the incorporators
Stages in Corporate Promotion
1.) Discovery- represent a new product or service or
the promoter may simply organize another
company in an existing line of business
2.) Investigation- involves an analysis of needs
1. Financial
2. Management
3. Materials
4. Labor
And a decision on whether the estimated
earnings justify the effort
3.) Assembly- last stage, consists of bringing
together the property, money and personnel
into an organization. The promoter must have
some assurance of control lest some 3rd parties
deprive him of the fruits of his labor. Control

may involve acquisition of patents, leases,

contracts for services
Legal Issue involving promoters: esp as to the
extent of his rewards and the manner of obtaining
them
Nature of relations of promoters
1.) To Corporation
NOT in any sense the agents of the
corporation before it comes to existence
There cannot be any agency unless
there is a principal
May become agents of the corporation
ONLY after the corporation has
been formed
Must be with ASSENT,
express or implied by the
corporation
a. Ie inclusion in the
articles of
incorporation/
contract
Occupy a fiduciary or quasi-trust
relationship
1.) with the corporation When it
finally comes to existence
2.) and to the subscribers prior to its
organization, as long as they are
acting as promoters

 promoter must act in GOOD FAITH

in all dealings in behalf of the
corporation
To protect corporation from
dishonest promoters
Promoter violated the duty:
a. Promoter secretly
acquires property
which he knows will
be bought by the
corporation then sells
it to the corporation at
a secret profit
2.) To subscribers or corporators
Maybe agents of the subscribers or
corporators
Before formation, it cannot be
agents of the corporation itself but
There must be an AGREEMENT TO
THIS EFFECT
Agency is a contract
DO NOT become partners with
subscribers
Without agreement to such
effect
One of trust and confidence
Impose perfect good faith on
promoter to act in the interest of all
the subscribers and corporators
Stockholders cannot be held personally
liable for promoters claim for

compensation for the organization of the

corporation
Without any proof that said
stockholders contracted such
services
Fact that they benefited from such
services is NO justification to hold
them personally liable
Corporation alone should be
liable for the corporate acts
as authorized by its officers
and directors
3.) Inter se
Do not becomes partners between
themselves
Unless there is mutual agreement
between the parties
Liability of corporation for Promotion Fees
a.) General Rule Corporation not liable to its promoters for
any payment in services rendered or
expenses incurred BEFORE its
incorporation in promoting it
i. UNLESS AFTER its incorporation,
I.
it EXPRESSLY agrees to
make such payment
II.
Or from other facts, the
court can infer a new
contract to REIMBURSE

ii.

More reasonable to hold such

services as performed gratuitously
Because of the general good
or private benefit expected
to result from the object of
the corporation
And it is unjust to
stockholders who subscribe
and pay for stock, that their
property be subject to claims
to which they have no voice
in creating
It is fraud for promoters to
undertake to decide for the
future stockholders in the
corporation to be organized
that a large part of the
capital stock is a fair
remuneration for their
services
to issue such
remuneration for
themselves and then
to invite the public to
subscribe to stock
without disclosing that
fact and getting the
subscribers consent to
the payment of that
remuneration
b.) authorization by stockholders
after due organization, it may,

i. WITH THE CONSENT of the

stockholders
ii. And where there is no question as
to the rights of subsequent
stockholders
Authorize the payment of compensation
to promoters and issuance of stock to
them
Unless prohibited by statute
c.) Under the Revised Securities Act
Corporation code does not have any
provision regarding the payment of
promotion fees for the promotion of
corporations
But the revised securities act authorizes
the payment of such fees
i. IF provided for in the registration
statement of securities filed with
the SEC
If not registered under the securities act,
observed the prevailing rule of proper
corporate practice on payment of
promoters fee
But if registered under the said act,
provisions of the registration statement
should be followed
d.) Amount
Not given in lump sum
i. But in stages as the company
proceeds in its operations
Amount allowed by SEC depends on
i. Principally, on effort exerted
ii. Difficulties encountered

iii. Expenses incurred in promoting

and organizing corporation
Nor hard and fast rule
i. But in mining companies, must not
exceed 5% of total paid up
subscriptions

Liability of corporation on promoters contracts

a.) Before incorporation and organization Corporation has
i. No being, franchise or faculties
ii. Its promoters are
1. In no sense identical with the
corporation
2. Nor do they represent it in
any relation of agency
3. Or have any authority to
enter into preliminary
contracts binding upon the
corporation
Therefore, not liable upon any
contract which a promoter
enters for it, prior to its
organization
UNLESS the contract is
expressly or impliedly
ADOPTED or RATIFIED by
the corporation after its
organization is completed
Or such liability is
imposed by statute
b.) After incorporation and organization
o For corporation to assume liability

Such contract must be one which the

corporation itself can make
Corporation cannot assume an
ultravires contract

Contracts entered into by promoters should at most

be DEEMED SUSPENDED and ENFORCEABLE only
AFTER incorporation and organization

Liability of promoters for failure to organize

corporation
1.) To subscribers
Money is paid to promoters or provisional
directors by a subscriber for shares in
aprojected corporation prelim to
organization
And promoters and provisional directors
i. Fail to organize the corporation
according to the prospectus or
other agreement
ii. Or abandon the enterprise before
its execution
iii. = money paid of a consideration
which has failed
Subscriber may recover it from the
promoters

i. Notwithstanding that it was

actually spent on preliminary
expenses
But promoters are not personally liable
for such amount
i. If the subscriber must agrees that
the amount paid may be applied on
certain promotional or
developmental expenses and it is
so applied
Subscriber must show
i. That the person receiving the
money was authorized to receive it
for the promoters or provisional
directors
ii. That he in fact did receive it
2.) To each other
As between themselves, the right of the
stockholders in a defectively incorporated
association
i. Governed by the laws of the State
relating thereto
ii. Not by the rules on partnership
Partners inter se
i. If persons who attempt but fail to
incorporate their association and
who nevertheless carry on business
under the corporate name become
partners inter se
ii. But one who takes no part except
to subscribe for stock in a proposed
corporation DOES NOT become a
partner w/ other subscribers

Underwriting Agreements
- Resorted to float stock issues of large
corporations
- General types
Firm commitment
Members severally agree
to purchase the WHOLE issue
OUTRIGHT
At a particular price
For resale at a price differential
to the public
or to dealers who sell at
another differential to the
public

All-or-nothing commitment
Members agree to accept
liability
For the purchase of an issue at
a given price
Only if the entire issue is NOT
sold (usually within a 30 day
period)

Standby commitment
Members will purchase stocks
And distribute at predetermined
prices to the public
Any amount of the issue

Not taken by stockholders in

exercising their pre-emptive
rights

Best efforts commitment

Members will use its best efforts
to distribute the issue to the
public
Such members do not agree to
purchase the issue at
predetermined prices
Security is sold for whatever
price it will bring
Underwriters take a
predetermined spread
Issuers take the residual
Variation: fixed price but no
guarantee on the quantity sold
Underwriting
o the act or process
o Of guaranteeing the distribution and sale
of securities of ANY kind issued by
another corporation

Incorporation distinguished from creation

- Incorporation
Narrower in scope
Refers to the performance of
conditions, acts, deeds and writings by
incorporators and the official acts,

certifications or records which give the

corporation its existence
- Creation
In its broadest sense, includes all acts
and doings from the enactment of the
general incorporation law by the
legislature
To the promotion, underwriting,
preparation and execution and filing of
the incorporation papers and obtaining
the certificate or charter
To the organization and 1st meeting
and election of a corporation
Incorporation distinguished from corporation
- Corporation
A civil institution
Established by law of the state form
considerations of public policy
Its existence, capacities and powers
are all conferred by law from some
real or supposed public benefit
A political institution by the State
- Incorporation
Act by which such institution is
created
Steps in incorporation
1.) Drafting and execution of the articles of
incorporation by the incorporators and other
documents required for registration of the
corporation
a. Temporary treasurer must also execute:

i. An affidavit certifying compliance

with subscription and paid-up
requirements as to capital stock
2.) Filing with the SEC of the articles of
incorporation with the ff:
a. Treasurers affidavit in the form
prescribed in Section 15
i. At least 25 % of the entire
authorized shared has been
subscribed
ii. At least 25% of the subscription
has been paid in cash and/or
property to the corporation
b. If corporation governed by special law,
(educational corporation)
i. Favorable recommendation of the
appropriate governmental agency
that such articles of incorporation
are in accordance with law
3.) Payment of the filing and publication fees
4.) Issuance by the SEC of the certificate of
incorporation if all the papers filed after
verification and examination are found in order

Substantial Compliance with requirements

-

Where corporation not governed by special

laws
SEC may accept and approve the
articles of incorporation or
amendments upon

mere showing of a substantial

compliance with the corporation
code
and that it meets the guidelines
established by SEC
substantial compliance
Sec 14 requires that articles of
incorporation shall contain
substantially the matters
enumerated except as otherwise
provided by the Code or by special
law
Sec 15 article of incorporation shall
comply substantially with the FORM
prescribed therein
Sec 17 (1) requires substantial
compliance with the form prescribed in
the Code relative to the approval of
articles of incorporation and any
amendment thereto
Substantial compliance with all legal
requirements= registration of proposed
corporation becomes a MATTER of RIGHT
Express lane by SEC for the public for
nominal fees

Incorporators: numbers and qualifications

-

Unless otherwise provided in the Articles of

incorporation,
o Corporation cannot impose other
qualifications

o Same rule applies to stockholders

General practice: incorporators serve as first
directors of the corporation
Not less than 5 not more than 15
o If number of incorporators are more.
Excess will not be deemed as
incorporators
o All must be natural persons
Corporation cannot be an
incorporator it does not have the
faculties to create other artificial
persons
Exception:
Duly established
cooperatives and corporation
primarily organized to old
equities in RURAL BANKS
may organize rural banks
and/or subscribe to shares of
stock of any rural bank
Corporation may still be a
stockholder just not an incorporator
All of legal age
o Capacity to enter into a valid contract
Act of forming a corporation is
contractual
o Minors emancipated by marriage or by
voluntary concession of the parents
cannot be incorporators
A majority of whom are residents of the
Philippines

The rest of the persons may neither be

residents or citizens of the Phils
o A corporation composed entirely of aliens
is allowed
As long as majority of the
incorporators are RESIDENTS of the
Phils
Except in nationalized corporations
Residence= domicile
Physical presence in the
State
Intention to remain therein
Place of habitual residence
Wher eone has his true,
fixed, permanent home and
to which he has the intention
of returning
Requirement mandatory
Each of whom must own or subscribe to at least
one share of the capital stock of the corporation
o Where an incorporator has a pecuniary
interest in the corporation, he will be
concerned with the management of its
affairs
o

Requirement regarding minimum number of

incorporators mandatory
-

A de jure corporation cannot be legally formed

by less than the prescribed number
o Except in a corporation sole

1.) Reduction of stockholders or members to less

than minimum
- After the corporation is organized,
number of stockholders/members may
become less than the minimum number
required for incorporation
i. Without affecting corporate
existence
1. Unless valid grounds exist to
pierce or lift the corporate
veil
2.) Beneficial ownership in one individual
- Requirement of minimum number of
incorporators is formal rather than
substantial
i. Regularly evaded in actual practice
- Law permits a scheme where all the
shared are owned by a single individual
i. May incorporate provided he has
associates to incorporate with him,
with the number required by law
ii. Validity of incorporation not
affected
iii. qualifying stockholders men of
straw dummies
- Not necessary so long as legal title to
stock is held by the incorporator
3.) Subsequent accumulation of shares by one
individual
- Existence of corporation not affected
i. Unless circumstances exist to
warrant the piercing of the veil of
corporate entity

Sec 11. Corporate term. - A corporation shall exist for a

period not exceeding fifty (50) years from the date of
incorporation unless sooner dissolved or unless said
period is extended. The corporate term as originally
stated in the articles of incorporation may be extended
for periods not exceeding fifty (50) years in any single
instance by an amendment of the articles of
incorporation, in accordance with this Code; Provided,
That no extension can be made earlier than five (5)
years prior to the original or subsequent expiry date(s)
unless there are justifiable reasons for an earlier
extension as may be determined by the Securities and
Exchange Commission.

A corporation shall exist for a period not

exceeding fifty (50) years
from the date of incorporation
unless sooner dissolved
or unless said period is extended.
The corporate term as originally stated in the
articles of incorporation
may be extended
for periods not exceeding fifty (50) years
in any single instance by an amendment of the
articles of incorporation
, in accordance with this Code

Provided, That no extension can be made earlier

than five (5) years
prior to the original or subsequent expiry date(s)
unless there are justifiable reasons for an earlier
extension
as may be determined by the Securities and
Exchange Commission
term specified in the articles of incorporation
o not exceeding 50 years
unless sooner dissolved
or unless its registration is revoked
upon any of the ground provided
by law
corporate life may be reduced or extended
o by amendment of the articles of
incorporation by complying with the
procedural requirements under sec 37

Effect of expiration of term

-

Limitation on Extension
1.) term shall not exceed 50 years in any one
instance
2.) amendment is effected before the expiration of
the corporate terms of existence
a. after dissolution, no more corporate life to
extend
b. therefore, extension cannot be done
during the 3 year period of liquidation
3.) extension cannot be made earlier than 5 years
prior to the expiration date
a. unless there are justifiable reasons
therefore as may be determined by SEC
Effect of extension

constitutes a continuation of the old corporation

o not a creation of a new one

expiration of period
or absence compliance with the legal requisites
for the extension of the period
o corporation CEASES to EXIST and is
dissolved IPSO FACTO
o does not produce immediate dissolution
for all purposes
may be reincorporated
o only by complying with the registration
requirements under the Corporation code
filing of new articles of
incorporation and by laws
accompanied by supporting
documents required for registration
o if reincorporated, does not automatically
succeed to the assets of the original
corporation which is deemed dissolved, in
the absence of corporate liquidation

Automatic extension of term

-

Sec 11 allows for automatic extension

o By amendment of the articles of
incorporation
o Within 5 years before expiration date of
existing term
o During which SEC may look, if necessary,
into the financial structure of the
corporation

and its past operations

no limit as to number of extensions in the

corporation code

Sec 12 Minimum capital stock required of stock

corporations. - Stock corporations incorporated under
this Code shall not be required to have any minimum
authorized capital stock except as otherwise
specifically provided for by special law, and subject to
the provisions of the following section.

Stock corporations incorporated under this Code

shall not be required to have any minimum
authorized capital stock
except as otherwise specifically provided for by
special law,
and subject to the provisions of the following
section.
Sec 13 requires that not less than P5,000 as
paid up capital
o Arbitrary does not assure any practical
protection to corporate creditors
o Special laws may require Higher paid up
capital for certain industries
Commercial banks
Insurance companies
Investment houses

Filipino percentage of ownership

Corporation for
exploration,

At least 60%

Capital =
outstanding

development
and utilization of
natural
resources
Public service
corporation

Educational
corporation
other than those
established by
religious orders
and mission
boards
Mass media
corporation
Advertising
corporation

capital stock
*pldt case

At least 60%

At least 60%

100%
At least 70%

Capital
-Any foreign
involvement
limited to
proportionate
share of its
capital
-All executive and
managing
affairs
exclusive to
Filipino
citizens
Capital
-Control and
administration
exclusive to
Filipino
citizens
Owned and
managed
Capital stock
-Owned by
citizens of
phils
-Any foreign
involvement

Banking
corporation

At least 60%

Retail trade
Rural banks

100%
100%

Coastwise
shipping

At least 60 %

financing
Pawnshop
business
Recruitment and
placement of
workers local or
abroad
Private
detective,
watchman,

At least 60 %
At least 70%
At least 75%

100%

limited to
proportionate
share of its
capital
Capital stock
Owned by
citizens of phils
By Filipino
citizens,
Qualified
corporation,
cooperative,
associations
allowed by phil
law to own or
hold such capital
stock
But interest in
said capital is
totally owned by
citizens of Phils.
Capital stock
Voting capital
stock
Of authorized
and voting
capital

security guard
Under Flag law

At least 75%

capital

Sec 13 Amount of capital stock to be subscribed and

paid for the purposes of incorporation. - At least
twenty-five percent (25%) of the authorized capital
stock as stated in the articles of incorporation must be
subscribed at the time of incorporation, and at least
twenty-five (25%) per cent of the total subscription
must be paid upon subscription, the balance to be
payable on a date or dates fixed in the contract of
subscription without need of call, or in the absence of
a fixed date or dates, upon call for payment by the
board of directors: Provided, however, That in no case
shall the paid-up capital be less than five Thousand
(P5,000.00) pesos.

At least twenty-five percent (25%)

of the authorized capital stock as stated in the
articles of incorporation
must be subscribed at the time of incorporation,
and at least twenty-five (25%) per cent of the
total subscription
must be paid upon subscription,

the balance to be payable on a date or dates

fixed in the contract of subscription without
need of call,
or in the absence of a fixed date or dates, upon
call for payment by the board of directors:
Provided, however, That in no case shall the
paid-up capital be less than five Thousand
(P5,000.00) pesos.