Beruflich Dokumente
Kultur Dokumente
Definition
- 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.
*breakdown:
1. created by law
2. Having the right of succession
3. Possesses powers, attributes and properties
authorized by law or its articles of incorporation
or that which is inherent and incidental to its
existence
Consequences of being a separate personality:
-Property
.it is entitled to properties of its own
.properties it owns are not that of the stockholders,
directors and officers
.the interest of the SDOs over the corporations
properties are merely inchoate
-Obligations
.the obligations of the corporation are not that of the
SDOs and vice versa
-Rights
.rights exercised by the corporation cannot be invoked
by the SDOs and vice versa e.g. the right of the SDOs
against unreasonable searches and seizures cannot be
invoked by the corporation since the right is personal
with respect to the individuals
-Constitutional Rights
.corporations are still entitled to certain constitutional
rights: the right against unreasonable searches and
seizures (since it is considered as a person by fiction of
law), Due process. Some rights that cannot be invoked
by the corporation e.g. the right against selfincrimination
-Torts
.the corporation is liable for torts: when the act
committed by the officer or agent is by the express
direction or authority of the stockholders or members
acting as a body (Directors).
-Nationality
.The general rule a corporation is a national of the
country where its was incorporated (Place of
Incorporation Test)
_in the instance of war (public enemy)- the
nationality of a corporation is determined by the
nationality of the controlling stockholders (Control Test)
a Philippine
Organizer
s
functions
Governin
g laws
Private
Public
state
Private
persons/
state
Govt of
a
portion
of
the
state
Special
Law/LGC
Profit
making
Law
on
Private
Corporation
Legal
status
Existence
of stocks
Laws
of
incorpora
tion
Classification
De Jure
De Facto
Stock
NonStock
Domesti
c
Foreign
valid
law
of
which
it
maybe
certificate
Of
incorporatio
n
Minimum of
5 maximum
of 15
Manner of
Creation
Mere
agreemen
t
# of
Organizer
s
2 or more
Powers
As maybe
agreed by
the
partners
Limited
personality
Organizer
Authority
Mutual
Agency
No agency
Transfer of
interest
Must
be
with
consent of
partners
No
right
of
successio
n
Maybe
without
consent
Successio
n
Corporation vs Partnership
Partnershi
p
Corporation
W/ right of
succession
De Facto
Created
in
strict
conformity w/
statutory
requirements
Right to exist
cannot
be
successfully
attacked even
in
a
direct
proceeding by
the state
Actually exists
for
practical
purposes as a
corporation but
w/o legal right
to
corporate
existence
as
against
the
state
Right to exist
can
be
successfully
attacked in a
direct
proceeding by
the state (Quo
Warranto)
Components Of A corporation
Incorporators- those who originally form/compose the
corporation whose names appear on the articles of
incorporation acknowledged by a notary public
1.must be natural persons
2.At least 5 but not more than 15
3.Of legal aage
4.Majority are residents of the philippines
5.Each must subscribe or own atleast on share
in
fully
or
partly
nationalized
5. upto 60%
-financing companies
-investment houses
Corporators
Stockholder/mem
ber
of
stock
corporation/ nonstock corpo
Cease to be such
if they are no
longer
stockholders
No restriction as
to number
Incorporators
Signatory
articles
incorporation
to
of
Do not cease to
be such
Number
limited
from 5 to 15
Maybe be
through
guardian
such
his
With contractual
capacity
FORMATION OF A CORPORATION
Articles Of Incorporation
Contents:
residences
of
the
1. Articles Of Incorporation
2. Treasurers certification: 25% of the authorized
capital stock is subscribed and 25% have been
fully paid in cash or property
3. Bank certificate covering the paid up capital
4. Letter Authority: authorizing the SEC; examine
bank deposit, books and records to determine
existence of paid-up capital
code
and
other
Requisites:
-must be consistent with the Articles Of Incorporation
directors/members,
corporate secretary)
countersigned
by
the
1.
2.
3.
4.
5.
Specific Powers:
(EII-DCP-IDMA)
1.
2.
3.
4.
5.
6.
7.
8.
9.
Effect on creditors:
-the transferee/buyer of all or substantially all the
assets(or even shares) will not be liable for the debts of
the transferor
XPNS:
a) is there is an express assumption of liabilities
b) There is a consolidation or merger
c) The purchase was in fraud of creditors
d) The purchaser becomes the continuation of the
seller