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Define a Corporation
The Philippines Corporation Code defines a corporation as “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.
A corporation is a separate legal entity distinguished from its owners (i.e.,
shareholders or members). It is formed through an operation of law and not by mere
agreement between the owners. It has the right of succession, meaning it continues
to exist notwithstanding the withdrawal, death, insolvency or incapacity of the
individual owners, and is dissolved only again through an operation of law. The
operations of a corporation are subject to a higher degree of government regulation
compared to other forms of business.
Explain the Organization of a corporation
Section 14 provides that all corporation organized under Corporation Code of
the Philippines shall file with the Securities and Exchange Commission articles of
incorporators, containing substantially the following matters except as otherwise
prescribed by this Code or by special law.
Name of corporation
Name and address of the registered agent
Type of corporate structure, e.g., Profit Corporation, Nonprofit Corporation,
Nonstock Corporation, Professional Corporation, etc.
Names and addresses of the initial board of directors
Number and type of authorized shares
Duration of the corporation, if it wasn't established to exist perpetually
Name, signature and address of the incorporator, who is the person in charge
of setting up a corporation.
What are BYLAWS?
These are the rules of action adopted by the Corporation for its internal
government and for the Government of its officers, shareholders or members.
The corporation's identifying information: name, address, and principal place
of business; designation of the corporation as public or private (selling stock
to the public or keeping the stock shares between just a few people)
The board of directors, including the number of board members, the general
powers and duties of the board, tenure of board members, what number of
directors is considered a quorum (the number that must vote for a resolution
to be valid)
If the corporation is a stock corporation, information about stockholders and
voting of shares of stock, the bylaws also show the number and type of shares
and stock classes that the corporation is authorized to issue
Information about shareholder meetings, including notification of a meeting
and proxy voting
Annual meeting procedures and requirements for notifying members. Every
corporation must have at least an annual meeting, so this is an important
part of the bylaws
Board meetings information, including frequency, location, and protocol
Procedure for corporate recordkeeping, including rules for preparation and
inspection of records and location of the corporate record book
Procedure for amending articles of incorporation and bylaws
Corporate board officers, including a description of their duties, how they are
elected, and their terms of office
Information on how to replace a board member or corporate officer
The fiscal (financial) year of the corporation
Rules on approval of contracts, loans, checks, stock certificates, and other
types of corporate resolutions (see below)
Financial audits and inspection of the corporate records, mostly for public
corporations, but really for all corporations
Distinguish between:
a) Corporators and Incorporators
Corporators are those who compose a corporation, whether as
stockholders or as members while Incorporators are the stockholders or
members mentioned in the articles of incorporation as originally forming and
composing the corporation and who are signatories.
b) Shareholders and members
Shareholders are the owner of shares of stock in a stock corporation
while members are the corporators of a nonstock corporation.
Explain the following:
a.) Minutes of book
A minute book refers to a book kept by the clerk of a court for recording
a summary of all the judicial orders in a proceeding. The records are
identified by case numbers. It also refers to a record of official actions taken
at a meeting of a board of directors or of the stockholders of a corporation.
b.) Stock and transfer book
A stock and transfer book is the book which records the names and
addresses of all stockholders arranged alphabetically, the installment paid
and unpaid on all stock for which subscription has been made, and the date of
payment thereof.
c.) Books of account
There are two main books of accounts, Journal and Ledger. Journal
used to record the economic transaction chronologically. Ledger used to
classifying economic activities according to nature.
d.) Subscription Book
A book containing a list of subscribers
e.) Shareholders ledger
A shareholders' ledger is a document that identifies each shareholder
of the corporation and indicates how many shares such shareholder owns.
The ledger also documents when a shareholder took ownership of the
company's shares and includes any information relating to any sales or
transfers of such shares.
f.) Subscribers ledger
Special or supporting ledger (such as cost ledger, purchases ledger,
sales ledger) that provides more detailed information about individual
accounts than a general ledger. Used by firms with larger number of
customers (or creditors), these ledgers divide masses of financial data into
more manageable parts.
g.) Share Certificate Book
Stock Certificates are the physical piece of paper representing
ownership in a company, which reflects the number of shares owned, the
date, an identification number, a corporate seal and signatures, and
typically have intricate designs similar to currency to discourage
counterfeiting.
What is organization cost?
An organizational cost or expense is the initial cost incurred to create a
company. Organizational costs usually include legal and promotional fees to
establish the company with the state and federal government. In other words,
organizational expenses are the costs of organizing or incorporating a company.
What is the accounting treatment of organization cost?
Depending on the applicable tax rules, it may be possible to capitalize
organizational costs, in which case they are amortized for tax purposes over a
period of time. However, if the costs incurred are immaterial, it is more efficient to
charge these costs to expense as incurred.
Explain the meaning of shareholders equity.
Shareholder equity (SE), also referred to as shareholders' equity and
stockholders' equity, it a corporation's owners' residual claim after debts have been
paid. Equity is equal to a firm's total assets minus its total liabilities.
What are the elements that constitute the shareholders equity? Give their
equivalent IAS term.
Common stock
Shares of common stock provide evidence of ownership in a corporation.
Holders of common stock elect the corporation's directors and share in the
distribution of profits of the company via dividends.
Preferred stock
Represents the shareholders who have secondary interest in the residual
assets because they do not normally have voting powers, who enjoy a fixed
dividend before anything is paid to common shareholders and who have
preference over common stock holders in case of winding up.
Additional paidup capitalcommon stock
Represents the amount received from investors on all shares issued by a
company is excess of the balance in common stock account.
Additional paidup capital preferred stock
Additional paidup capital account accumulates all the share premium
received since formation.
Retained earnings
Retained earnings increase by the amount of net income for a period and
decrease on account of dividend payments and restatement, if any.
Foreign currency translation reserve
Foreign currency translation reserve accounts for the net effect on
shareholders equity when a company's financial statements are converted
from its functional currency to its presentation currency.
Availableforsale securities reserve
Available for sale securities reserve accounts for fair value changes in the
available for sale securities. While the realized income and loss from
available for sale securities is included in the net income, unrealized gains
and losses i.e. fair value changes are reflected directly in shareholders’
equity.
Cash flow hedge reserve
Reserve for cash flow hedges represents effective changes in fair value of a
hedging item. For example, if a company has hedged a bond with an option,
changes in value of the option which successfully offsets changes in fair value
of the bond is accounted for in reserve for cash flow hedge.
Revaluation reserve
Revaluation surplus (or revaluation reserve) appears in IFRS financial
statements and it accounts for changes in value of property, plant and
equipment for which a company has adopted the revaluation model. Upward
revaluation is credit to revaluation surplus and downward revaluation is
debited to the account with any excess taken to the income statement.
Treasury shares
Treasury shares are a company's common shares which the company has
purchased back. Treasury shares account is a contraequity account, i.e. it
has a debit balance in contrast with the normal credit balance of equity
accounts. It is subtracted from the sum of all other shareholders equity
components.
Noncontrolling interest
Noncontrolling interest is a shareholders equity component that
appears in case of consolidated financial statements. It represents the
shareholders equity attributable to owners other than the parent company,
i.e. those shareholders who do not have controlling stake in the company
Explain the treatment of deposits on subscription to a proposed increase
in authorized share capital.
It is understood from the foregoing that there is a subscription agreement which,
among other things, states that the corporation is not contractually obliged to
return the consideration received and that the corporation is obliged to deliver a
fixed number of its own shares of stock for a fixed amount of cash or property paid
or to be paid by the contracting party.
What is the meaning of “capital stock” or “share capital”?
A corporation's share capital or capital stock is the portion of a corporation's
equity that has been obtained by the issue of shares in the corporation to a
shareholder, usually for cash. "Share capital" may also denote the number and
types of shares that compose a corporation's share structure.