Beruflich Dokumente
Kultur Dokumente
personal
or
movable property
property
Affidavit of Good Faith Not Required
Required
Mortgagor
cannot Mortgagor can alienate
alienate
the
thing the thing mortgaged
mortgaged without the
without the consent of
written consent of the
the mortgagee and any
mortgagee
such prohibition is void
No right of redemption
There can be right of
redemption
in
extrajudicial foreclosure
and
in
judicial
foreclosure by banks
Cannot secure future Can secure future
obligations
obligations
CORPORATION CODE
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damages.
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equal
interest in XYZ Company. MV Corporation is 60%
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Succession
Existence
continues even as
persons
who
compose
it
change
Death a partner
ends
the
partnership
In
Aurbach
v.
Sanitary
Wares
Manufacturing
Corporation (180 SCRA 130 [1989]), the Court
ruled
against corporations as being partners in
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De Facto
Actually
exists
for
all
practical purposes as a
corporation but which has no
legal right to corporate
existence as against
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State
Components of a Corporation:
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CERTIFICATE
OF
STOCK
Written
acknowledgment by the corporation of the
stockholders interest in the corporation. It is the
personal property and may be mortgaged or pledged.
Transfer binds the corporation when it is recorded in
the corporate books.
A stockholder who does not
pay his subscription is not entitled to the issue of a
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DE
FACTO CORPORATIONS A
de facto
corporation is one that is defectively created so
as not to become a de jure corporation. It is the
result of an attempt to incorporate under an
existing law coupled with the exercise of
corporate powers. The existence of a de facto
corporation can only be attacked directly by the
state through quo warranto proceedings. A de
facto corporation will incur the same obligations,
have the same powers and rights as a de jure
corporation.
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Existence in
Law
Dealings
among
parties on a
corporate
basis
Effect of lack
of requisites
Table 3
De Facto
Yes
By Estoppel
None
Not required
Required
Could be a
corporation
by estoppel
Not
a
corporation
in any shape
or form
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authorized
or
has been ratified. If it acquiesces, with
knowledge
of
the
facts,
or
fails
to
disaffirm,
ratification
will
be
implied or else it will be estopped to deny
ratification.
DOCTRINE OF CORPORATE
OPPORTUNITY If
there is presented to a corporate
officer or
director a business opportunity
which
(a)
corporation is financially able to undertake; (b)
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from its nature, is in line with corporations
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3. Part executed and part executory Principle against unjust enrichment shall
apply.
THOSE WHO MAY EXERCISE THE POWERS OF
THE CORPORATION: Generally, the Board of
Directors ALONE exercises the powers of the
corporation. These are the instances when other
persons or groups within the corporation may do so
similarly:
1. If (1) there is a management contract and (2)
powers are delegated by majority of the
board to an Executive Committee;
2. Corporate Officers (e.g. the President) via
authority from (1) law, (2) corporate by-laws;
and (3) authorization from the board, either
expressly or impliedly by habit, custom or
acquiescence in the general course of
business;
3. A corporate officer or agent in transactions
with third persons to the extent of the
authority to do so has been conferred upon
him;
4. Those with apparent authority.
POWERS THAT CANNOT BE DELEGATED TO
THE EXECUTIVE COMMITTEE:
1. Approval of action requiring concurrence of
stockholders;
2. Filling of vacancies in the board;
3. Adoption, amendment or repeal of by-laws;
4. Amendment or repeal of board resolution
which by its terms cannot be amended or
repealed;
5. Distribution of cash dividends.
INSTANCES WHEN THE CONCURRENCE OF
STOCKHOLDERS IS NECESSARY FOR THE
EXERCISE OF CORPORATE POWERS:
1. Concurrence of 2/3 of the outstanding capital
stock
a. Power to extend or shorten corporate
term;
b. Increase/Decrease Corporate Stock;
c. Incur, Create Bonded Indebtedness;
d. To deny pre-emptive right;
e. Sell, dispose, lease, encumber all or
substantially all of corporate assets;
f. To invest in another corporation,
business other than the primary purpose;
g. To declare stock dividends
h. To enter into management contract if (1)
a
stockholder
or
stockholders
representing the same interest of both
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contract or
property rights of stockholders or
members or create obligations unknown to
law.
BINDING EFFECT OF PROVISIONS OF BY-LAWS:
1. As to the Corporation and its components
- Binding not only upon the corporation but
also on its stockholder, members and those
having direction, management and control of
its affairs.
participation
in
Table 4
Shares of Stock
Unit of interest in a
corporation
It is an incorporeal or
intangible property
It may be issued by the
corporation even if the
subscription is not fully
paid
Certificate of Stock
Evidence of the holders
ownership of the stock
and of his right as a
shareholder and up to the
extend specified therein
It is concrete and tangible
May be issued only if the
subscription is fully paid
2. Voting rights;
3. Right to remove directors;
4. Proprietary rights;
a. Right to dividends;
b. Appraisal right;
c. Right to issuance of stock certificate
for fully paid shares;
d. Proportionate participation in the
distribution of assets in liquidation;
e. Right to transfer of stocks in
corporate books;
f. Pre-emptive right.
5. Right to inspect books and records;
6. Right to be furnished with the most recent
financial statement/financial report;
7. Right to recover stocks unlawfully sold for
delinquent payment of subscription;
8. Right to file individual suit, representative suit
and derivative suits.
OBLIGATIONS OF STOCKHOLDERS:
1. Liability to the corporation for unpaid
subscription;
2. Liability to the corporation for interest on
unpaid subscription if so required by the bylaws;
3. Liability to the creditors o the corporation for
unpaid subscription;
4. Liability for watered stock;
5. Liability for dividends unlawfully paid;
6. Liability for failure to create corporation.
SUITS BY STOCKHOLDERS/MEMBERS:
1. Derivative Suits - those brought by one or
more stockholders/members in the name and
on behalf of the corporation to redress
wrongs committed
against
it,
or
protect/vindicate corporate rights whenever
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Incorpora ti on;
5. It does not apply to shares that are being
reoffered by the corporation after they were
initially offered together with all the shares.
VOTING TRUST - One or more stockholder of a
stock corporation may create a voting trust for the
purpose of conferring upon a trustee or trustees the
right to vote and other rights pertaining to the shares
for a period not exceeding 5 years at any one time.
of
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TO
(Uncompressed)
ATIFF
PPRA
ISAL decompressor
RIGHT
are needed to see this picture.
COMPANIES
THAT
CANNOT
BE
CLOSE
CORPORATIONS:
1. Mining companies;
2. Oil companies;
3. Stock exchanges;
4. Banks;
5. Insurance companies;
6. Public utilities;
7. Educational institutions;
8. Other corporations declared to be vested
with public interest.
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CHARACTERISTICS:
1. The stockholders themselves can directly
manage the corporation and perform the
functions of directors without need of
election:
a. When they manage, stockholders are
liable as directors;
SPECIAL CORPORATIONS
KINDS:
1. Educational Corporations
2. Religious Corporations
a. Corporation Sole
b. Religious Societies
CORPORATION SOLE Special form of corporation,
usually associated with the clergy and consists of
one person only and his successors, who are
incorporated by law to give some legal capacities
and advantages.
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DISSOLUTION
DISSOLUTION - Extinguishment of the franchise of a
corporation and the termination of its corporate
existence.
MODES OF DISSOLUTION:
1. Voluntary dissolution where no creditors
are affected
a. A meeting must be held on the call of
directors or trustees;
b. Notice of the meeting should be given to
the stockholders by personal delivery or
registered mail at least 30 days prior to
the meeting;
c. The notice of meeting should also be
published for 3 consecutive weeks in a
newspaper published in the place;
d. The resolution to dissolve must be
approved by the majority of the
directors/trustees and approved by the
stockholders representing at least 2/3 of
the outstanding capital stock or 2/3 of
members;
e. A copy of the resolution shall be certified
by the majority of the directors or
trustees and countersigned by the
secretary;
f. The signed and countersigned copy will
be filed with the SEC and the latter will
issue the certificate of dissolution.
2. Voluntary dissolution
where
creditors are
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1.
2.
3.
4.
5.
6.
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c. Trade
restrictive
practices
and
competition between foreign and
domestic producers;
d. Developments in technology; and
e. Export performance and productivity of
the domestic industry.
5. A determination of threat of material injury
shall be based on facts and not merely on
allegation, conjecture or remote possibility.
The change in circumstances which will
create a situation in which the dumping will
cause injury must be clearly foreseen and
imminent. In making a determination
regarding the existence of a threat of material
injury, the following shall be considered, inter
alia, collectively:
a. A significant rate of increase of the
dumped imports in the domestic market
indicating the likelihood of substantially
increased importation;
b. Sufficient freely disposable, or an
imminent, substantial increase in
capacity of the exporter indicating the
likelihood of substantially increased
dumped exports to the domestic market,
taking into account the availability of
other export markets to absorb any
additional exports;
c. Whether imports are entering at prices
that will have significant depressing or
suppressing effect on domestic prices
and will likely increase demand for
further imports; and
d. Inventories of the product being
investigated.
CUMULATION OF IMPORTS. - When imports of
products, commodities or articles from more than one
country are simultaneously the subject of an antidumping investigation, the Secretary or the
Commission may cumulatively assess the effects of
such imports
IMPOSITION OF THE ANTI-DUMPING DUTY - The
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exceeding the equivalent of six (6) months salary or suspension not exceeding one (1)
year.
Law on Patents
Sec 21 Patentable Inventions - Any technical
solution of a problem in any field of human activity which is new, involves an inventive
step and is industrially applicable shall be patentable. It may be, or may relate to, a
product, or process, or an improvement of any of the foregoing.
ELEMENTS OF PATENTABILITY
1. New - if it does not form part of the prior art
2. Inventive Step - if having regard to prior art,
it is not obvious to a person skilled in the art
at the time of the filing date or priority date of
the application claiming the invention
3. Industrially applicable - if the invention can
be produced and used in any industry
PATENT
making
been
it.
patents
giving,