CORPORATION LAW

Part II

JGA Medina
Bus. Org II, Philippine Law School
Section 2. Corporation defined. – 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.

• Artificial Being
• Created by Law
• Right to Succession
• Powers and attributes expressly authorized
by law or incidental to its existence
Artificial Being:

• Good Earth Emporium, Inc. v. Court of Appeals, G.R. No. 82797:

A corporation has a personality distinct and separate from its individual

stockholders or members. Being an officer or stockholder of a corporation does
not make one's property also of the corporation, and vice-versa, for they are
separate entities (Traders Royal Bank v. CA, G.R. No. 78412, September 26, 1989;
Cruz v. Dalisay, 152 SCRA 482). Shareowners are in no legal sense the owners of
corporate property (or credits) which is owned by the corporation as a distinct
legal person (Concepcion Magsaysay-Labrador v. CA, G.R. No. 58168, December
19, 1989). As a consequence of the separate juridical personality of a corporation,
the corporate debt or credit is not the debt or credit of the stockholder, nor is the
stockholder's debt or credit that of the corporation.
MAM Realty Development Corp. v. National Labor Relations Commission, G.R. No. 114787, [June 2, 1995]:

SOLIDARY LIABILITY may at times be incurred in the following cases:

1. When directors and trustees or, in appropriate cases, the officers of a corporation —
(a) vote for or assent to patently unlawful acts of the corporation;
(b) act in bad faith or with gross negligence in directing the corporate affairs;
(c) are guilty of conflict of interest to the prejudice of the corporation, its stockholders or members, and
other persons.
2. When a director or officer has consented to the issuance of watered stock or who, having knowledge
thereof, did not forthwith file with the corporate secretary his written objection thereto.
3. When the director, trustee or officer has contractually agreed or stipulated to hold himself personally and
solidarily liable with the Corporation.

4. When a director, trustee or officer is made, by specific provision of law, personally liable for his corporate
action.
5. In labor cases, when the director, trustee or officer acted with malice or in bad faith in the termination of
employment of employees.
Sarona v. National Labor Relations Commission: Application of Piercing the Veil.

The doctrine of piercing the corporate veil applies only in three (3) basic areas,
namely:

1) defeat of public convenience as when the corporate fiction is used as a vehicle

for the evasion of an existing obligation;

2) fraud cases or when the corporate entity is used to justify a wrong, protect
fraud, or defend a crime; or

3) alter ego cases, where a corporation is merely a farce since it is a mere alter
ego or business conduit of a person, or where the corporation is so organized
and controlled and its affairs are so conducted as to make it merely an
instrumentality, agency, conduit or adjunct of another corporation.
PNB v. Andrada Electric, G.R. No. 142936, [April 17, 2002]: Alter Ego

The question of whether a corporation is a mere alter ego is one of fact. Piercing the veil of
corporate fiction may be allowed only if all the following elements concur:

1. Control — not mere stock control, but complete domination — not only of finances, but
of policy and business practice in respect to the transaction attacked, must have been
such that the corporate entity as to this transaction had at the time no separate mind,
will or existence of its own (CONTROL TEST)

2. Such control must have been used by the defendant to commit a fraud or a wrong to
perpetuate the violation of a statutory or other positive legal duty, or a dishonest and an
unjust act in contravention of plaintiff's legal right (FRAUD TEST); and

3. Said control and breach of duty must have proximately caused the injury or unjust loss
complained of (HARM TEST).
Created by operation of law, i.e., juridical person as opposed to a natural person.

Hall v. Piccio, G.R. No. L-2598, [June 29, 1950: SEC Registration is essential for
domestic corporations. “All the parties are informed that the Securities and
Exchange Commission has not, so far, issued the corresponding certificate of
incorporation. All of them know, or ought to know, that the personality of a
corporation begins to exist only from the moment such certificate is issued - not
before
P.D. 902-A: Section 3. The Commission shall have absolute jurisdiction, supervision
and control over all corporations, partnerships or associations, who are the
grantees of primary franchise and/or a license or permit issued by the government
to operate in the Philippines; and in the exercise of its authority, it shall have the
power to enlist the aid and support of any and all enforcement agencies of the
government, civil or military.
Section 20. De facto corporations. – The due incorporation of any corporation claiming in good
faith to be a corporation under this Code, and its right to exercise corporate powers, shall not be
inquired into collaterally in any private suit to which such corporation may be a party. Such
inquiry may be made by the Solicitor General in a quo warranto proceeding. (n)

Compañia Agricola de Ultramar v. Reyes, G.R. No. 1184, [April 22, 1904]: While conditions precedent
must always be performed, in order that a corporation may have a legal existence, it does not by
any means follow that objection to the existence of a corporation on this ground alone can be
raised by any and every person, and in every proceeding. This objection can always, with few
exceptions, be raised by the State.

Persons who assume to form a corporation or business association, and exercise corporate
functions, and enter into business relations with third persons, are estopped from denying that they
constitute a corporation. So also are the third persons who deal with such a de facto association or
corporation, recognizing it as such and thereby incurring liabilities, estopped, when an action is
brought on such obligations, from denying the juristic personality of such corporations or
associations.
Section 21. Corporation by estoppel. – All persons who assume to act as a corporation knowing it
to be without authority to do so shall be liable as general partners for all debts, liabilities and
damages incurred or arising as a result thereof: Provided, however, That when any such
ostensible corporation is sued on any transaction entered by it as a corporation or on any tort
committed by it as such, it shall not be allowed to use as a defense its lack of corporate
personality.

On who assumes an obligation to an ostensible corporation as such, cannot resist performance

thereof on the ground that there was in fact no corporation. (n)

• One who has induced another to act upon his wilful misrepresentation that a corporation was
duly organized and existing under the law, cannot thereafter set up against his victim the principle
of corporation by estoppel.
• Corporation by estoppel is founded on principles of equity and is designed to prevent injustice
and unfairness. It applies when persons assume to form a corporation and exercise corporate
functions and enter into business relations with third persons. Where there is no third person
involved and the conflict arises only among those assuming the form of a corporation, who
therefore know that it has not been registered there is no corporation by estoppel.
Right of succession.

• The corporation is not affected by the death of its stockholders.

• Heirs do not immediately become stockholders as it is necessary for

the estate to first be settled and taxes paid before shares can be
transferred to the heirs.
Powers, attributes and properties expressly authorized by law or incident to its existence.

Filipinas Broadcasting vs. Ago Medical, G.R. No. 141994, [January 17, 2005]: A juridical person is
generally not entitled to moral damages because, unlike a natural person, it cannot experience
physical suffering or such sentiments as wounded feelings, serious anxiety, mental anguish or moral
shock. The Court of Appeals cites Mambulao Lumber Co. v. PNB, et al. to justify the award of moral
damages. However, the Court's statement in Mambulao that "a corporation may have a good
reputation which, if besmirched, may also be a ground for the award of moral damages" is an obiter
dictum.

Nevertheless, AMEC's claim for moral damages falls under item 7 of Article 2219 of the Civil Code.
This provision expressly authorizes the recovery of moral damages in cases of libel, slander or any
other form of defamation. Article 2219 (7) does not qualify whether the plaintiff is a natural or
juridical person. Therefore, a juridical person such as a corporation can validly complain for libel or
any other form of defamation and claim for moral damages.
Section 3. Classes of corporations. – Corporations formed or organized under this Code may be
STOCK or NON-STOCK corporations. Corporations which have capital stock divided into shares and
are authorized to distribute to the holders of such shares dividends or allotments of the surplus
profits on the basis of the shares held are stock corporations. All other corporations are non-stock
corporations.
Section 87. Definition. – For the purposes of this Code, a non-stock corporation is one where no part of
its income is distributable as dividends to its members, trustees, or officers, subject to the provisions of
this Code on dissolution: Provided, That any profit which a non-stock corporation may obtain as an
incident to its operations shall, whenever necessary or proper, be used for the furtherance of the
purpose or purposes for which the corporation was organized, subject to the provisions of this Title.

The provisions governing stock corporation, when pertinent, shall be applicable to non-stock
corporations, except as may be covered by specific provisions of this Title. (n)

Section 88. Purposes. – Non-stock corporations may be formed or organized for charitable, religious,
educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes,
like trade, industry, agricultural and like chambers, or any combination thereof, subject to the special
provisions of this Title governing particular classes of non-stock corporations. (n)
Republic v. City of Parañaque, G.R. No. 191109, [July 18, 2012] -

Two requisites must concur before one may be classified as a stock

corporation, namely:

(1) that it has capital stock divided into shares; and

(2) that it is authorized to distribute dividends and allotments of

surplus and profits to its stockholders.

If only one requisite is present, it cannot be properly classified as a stock

corporation. As for non-stock corporations, they must have members and
must not distribute any part of their income to said members.
Other types of Corporations under the Corporation Code:

A. Close Corporations (Sec. 96);

B. Special Corporations:

i. Educational Corporations (Sec. 106, governed by

special laws and provisions of the Corp. Code.)

ii. Religious Corporations (Sec.109): Religious Societies

and Corporation Sole (Sec.110).
Section 5. Corporators and incorporators, stockholders and members.

– Corporators are those who compose a corporation, whether as

stockholders or as members. Incorporators are those stockholders or
members mentioned in the articles of incorporation as originally
forming and composing the corporation and who are signatories
thereof.

Corporators in a stock corporation are called stockholders or

shareholders. Corporators in a non-stock corporation are called
members.
Section 10. Number and qualifications of incorporators. – 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 s stock corporation must own or be a
subscriber to at least one (1) share of the capital stock of the corporation. (6a)

Section 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. (6)
Section 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.

• Minimum Required Paid-Up Capital may be based on industry or equity.

Section 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. (n)
Section 14. Contents of the articles of incorporation. – All corporations organized under this code
shall file with the Securities and Exchange Commission articles of incorporation in any of the
official languages duly signed and acknowledged by all of the incorporators, containing
substantially the following matters, except as otherwise prescribed by this Code or by special law:
1. The name of the corporation;
2. The specific purpose or purposes for which the corporation is being incorporated. Where a
corporation has more than one stated purpose, the articles of incorporation shall state which
is the primary purpose and which is/are the secondary purpose or purposes: Provided, That a
non-stock corporation may not include a purpose which would change or contradict its nature
as such;
3. The place where the principal office of the corporation is to be located, which must be within
the Philippines;
4. The term for which the corporation is to exist;
5. The names, nationalities and residences of the incorporators;
6. The number of directors or trustees, which shall not be less than five (5) nor more than
fifteen (15);
Sec. 14 . . . .

7. The names, nationalities and residences of persons who shall act as directors or
trustees until the first regular directors or trustees are duly elected and qualified in
accordance with this Code;
8. If it be a stock corporation, the amount of its authorized capital stock in lawful
money of the Philippines, the number of shares into which it is divided, and in case
the share are par value shares, the par value of each, the names, nationalities and
residences of the original subscribers, and the amount subscribed and paid by each
on his subscription, and if some or all of the shares are without par value, such fact
must be stated;
9. If it be a non-stock corporation, the amount of its capital, the names, nationalities
and residences of the contributors and the amount contributed by each; and
10. Such other matters as are not inconsistent with law and which the incorporators
may deem necessary and convenient.
(STOCK)

ARTICLES OF INCORPORATION
of
____(Company Name)____

Know All Men By These Presents:

The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock corporation under
the laws of the Republic of the Philippines.

THAT WE HEREBY CERTIFY:

FIRST: The name of this corporation shall be:

Please provide us with three choices for the corporate name

SECOND: A. The primary purpose of this corporation is to

engage in the business of exporting knowledge based and computer enabled services.

B. The corporation shall have all the

express powers of a corporation as provided under Section 36 of the Corporation Code of the
Philippines.

THIRD: The place where the principal office of the corporation to be

established is at:

No./Street: Please provide an exact address.

City/Town: _______________ Province: _____

FOURTH: The term for which the corporation is to exist is fifty (50) years
from and after the date of issuance of the certificate of incorporation.
FIFTH: The names, nationalities, and residences of the incorporators are as
follows:

Name Nationality Residence

Incorporator 1 May be any Must be a resident

nationality

Incorporator 2 May be any Must be a resident

nationality

Incorporator 3 May be any Must be a resident

nationality

Incorporator 4 May be any May be a non- resident

nationality

Incorporator 5 May be any May be a non- resident

nationality
SIXTH: That the number of directors of said corporation shall be five (5) and
that the names, nationalities and residences of the first directors who are to serve until
their successors are elected and qualified as provided by the by-laws are as follows:

Name Nationality Residence

Director 1 Must be a resident

Director 2 Must be a resident

Director 3 Must be a resident

Director 4 May be a non- resident

Director 5 May be a non- resident

• At least 25% of the Authorized Capital Stock MUST be subscribed.
• At least 25% of the Subscribed Capital MUST be Paid-Up.
 EIGHTH: That at least 25% of the authorized capital stock has been
subscribed and at least 25% of the total subscription has been paid as follows:

Name Nationality No. of Amount Amount

Shares Subscribed Paid
Subscribed

Stockholder 1 Fil 200,000 200,000.00 20,000.00

Stockholder 2 Fil. 50,000 50,000.00 1.00
Stockholder 3 Fil. 49,999 49,999.00 9,900.00
Stockholder 4 Fil. 1 1.00 1.00
Stockholder 5 American 150,000 150,000.00 100,000.00
Stockholder 6 China Corp. 50,000 50,000.00 6,000.00
TOTAL 500,000 500,000.00 135,902.00

 At ACS of 2,000.00 with par of PhP1.00 per share

 NINTH: ____________________ has been elected by the subscribers as
treasurer of the corporation to act as such until his/her successor is duly elected and
qualified in accordance with the by-laws; and that as such Treasurer, he/she has been
authorized to receive for and in the name and for the benefit of the corporation, all
subscriptions paid by the subscribers.

TENTH: We, in behalf of the corporation, hereby undertake to change its

corporate name immediately upon receipt of notice or directive from the Commission
that corporation, partnership, or person has acquired a prior right to the use of that
name or that the name has been declared as misleading, deceptive, or confusingly
similar to a registered name or contrary to public morals, good custom, or public
policy.
ELEVENTH: (Corporations which will engage in any business or activity reserved
for Filipino citizens shall provide the following): No transfer of stock or interest which
shall reduce the ownership of Filipino citizens to less than the required percentage of
the capital stock as provided by existing laws shall be allowed or permitted to be
recorded in the proper books of the corporation and this restriction shall be indicated
in all stock certificates issued by the corporation.

IN WITNESS WHEREOF, we have set our hands this ___ day of __________,
2017 at ____________.
Section 6. Classification of shares. – The shares of stock of stock
corporations may be divided into classes or series of shares, or both, any of
which classes or series of shares may have such rights, privileges or
restrictions as may be stated in the articles of incorporation: Provided, That
no share may be deprived of voting rights except those classified and
issued as "preferred" or "redeemable" shares, unless otherwise provided
in this Code: Provided, further, That there shall always be a class or series
of shares which have complete voting rights. Any or all of the shares or
series of shares may have a par value or have no par value as may be
provided for in the articles of incorporation: Provided, however, That
banks, trust companies, insurance companies, public utilities, and building
and loan associations shall not be permitted to issue no-par value shares of
stock.
Sec. 6. . . Preferred shares of stock issued by any corporation may be given preference in the
distribution of the assets of the corporation in case of liquidation and in the distribution of
dividends, or such other preferences as may be stated in the articles of incorporation which are
not violative of the provisions of this Code: Provided, That preferred shares of stock may be
issued only with a stated par value. The board of directors, where authorized in the articles of
incorporation, may fix the terms and conditions of preferred shares of stock or any series thereof:
Provided, That such terms and conditions shall be effective upon the filing of a certificate thereof
with the Securities and Exchange Commission.

• A preferred share of stock is one which entitles the holder thereof to certain preferences over
the holders of common stock. The preferences are designed to induce persons to subscribe for
shares of a corporation. Preferred shares take a multiplicity of forms. The most common forms
may be classified into two: (1) preferred shares as to assets; and (2) preferred shares as to
dividends. The former is a share which gives the holder thereof preference in the distribution of
the assets of the corporation in case of liquidation; the latter is a share the holder of which is
entitled to receive dividends on said share to the extent agreed upon before any dividends at
all are paid to the holders of common stock. (Republic Planters Bank v. Agana, Sr., G.R. No.
51765)
Sec.6. . . Shares of capital stock issued without par value shall be deemed fully
paid and non-assessable and the holder of such shares shall not be liable to the
corporation or to its creditors in respect thereto: Provided; That shares without
par value may not be issued for a consideration less than the value of five (P5.00)
pesos per share: Provided, further, That the entire consideration received by the
corporation for its no-par value shares shall be treated as capital and shall not be
available for distribution as dividends.

A corporation may, furthermore, classify its shares for the purpose of insuring
compliance with constitutional or legal requirements.
Application: Class A and Class B Shares with different values

Article 7. That the authorized capital stock of the corporation is TWO MILLION SIXTY
THOUSAND PESOS (PhP2,600,000.00) in lawful money of the Philippines, divided into TEN
THOUSAND SHARES classified and with par values as follows:

a. CLASS A: SIX THOUSAND SHARES (6,000) with a par value of ONE HINDRED PESOS
(P100.00) per share for a total par value of SIX HUNDRED THOUSAND PESOS
(P600,000.00);

b. CLASS B: FOUR THOUSAND SHARES (4,000) with a par value of FIVE HUNDRED PESOS
(P500.00) per share for a total par value of TWO MILION PESOS (P2,000,000.00).

 60% of the shareholders will only own 30% of the Paid-Up

 40% will own 70% of the Paid-Up.
Sec. 6 . . . Except as otherwise provided in the articles of incorporation and stated in the certificate of
stock, each share shall be equal in all respects to every other share.

Where the articles of incorporation provide for non-voting shares in the cases allowed by this Code,
the holders of such shares shall nevertheless be entitled to vote on the following matters:

1. Amendment of the articles of incorporation;

2. Adoption and amendment of by-laws;
3. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the
corporate property;
4. Incurring, creating or increasing bonded indebtedness;
5. Increase or decrease of capital stock;
6. Merger or consolidation of the corporation with another corporation or other corporations;
7. Investment of corporate funds in another corporation or business in accordance with this Code;
and
8. Dissolution of the corporation.
Sec. 6. . . . Except as provided in the immediately preceding paragraph, the vote
necessary to approve a particular corporate act as provided in this Code shall be deemed
to refer only to stocks with voting rights. (5a)

The right to vote is inherent in and incidental to the ownership of corporate stocks. It is
settled that unissued stocks may not be voted or considered in determining whether a
quorum is present in a stockholders' meeting, or whether a requisite proportion of the
stock of the corporation is voted to adopt a certain measure or act. Only stock actually
issued and outstanding may be voted. Under Section 6 of the Corporation Code, each
share of stock is entitled to vote, unless otherwise provided in the articles of
incorporation or declared delinquent 35 under Section 67 of the Code.

Taken in conjunction with Section 137, the last paragraph of Section 6 shows that the
intention of the lawmakers was to base the quorum mentioned in Section 52
(stockholders quorum) on the number of outstanding voting stocks. (Tan v. Sycip, G.R.
No. 153468, August 17, 2006).
Section 7. Founders’ shares. – Founders’ shares classified as such in the articles of
incorporation may be given certain rights and privileges not enjoyed by the owners of
other stocks, provided that where the exclusive right to vote and be voted for in the
election of directors is granted, it must be for a limited period not to exceed five (5) years
subject to the approval of the Securities and Exchange Commission. The five-year period
shall commence from the date of the aforesaid approval by the Securities and Exchange
Commission. (n)
Section 8. Redeemable shares. – Redeemable shares may be issued by the corporation
when expressly so provided in the articles of incorporation. They may be purchased or
taken up by the corporation upon the expiration of a fixed period, regardless of the
existence of unrestricted retained earnings in the books of the corporation, and upon
such other terms and conditions as may be stated in the articles of incorporation, which
terms and conditions must also be stated in the certificate of stock representing said
shares. (n)
• Redeemable shares are shares usually preferred, which by their terms are
redeemable at a fixed date, or at the option of either issuing corporation, or the
stockholder, or both at a certain redemption price.
Section 9. Treasury shares. – Treasury shares are shares of stock which have been issued
and fully paid for, but subsequently reacquired by the issuing corporation by purchase,
redemption, donation or through some other lawful means. Such shares may again be
disposed of for a reasonable price fixed by the board of directors. (n)

• Treasury shares are therefore issued shares, but being in the treasury they do not have
the status of outstanding shares. Such share, as long as it is held by the corporation as a
treasury share, participates neither in dividends, because dividends cannot be declared
by the corporation to itself, nor in the meetings of the corporation as voting stock, for
otherwise equal distribution of voting powers among stockholders though it still
represents a paid-for interest in the property of the corporation. (Commissioner of
Internal Revenue v. Manning, G.R. No. L-28398, [August 6, 1975])

• SEC Op. 16-16: Treasury shares does not affect the 25% - 25% requirement. This
requirement is MANDATORY only during the pre-incorporation stage and in cases of an
increase in the Authorized Capital Stock.
Sec. 13. . .

The Securities and Exchange Commission shall not accept the articles of
incorporation of any stock corporation unless accompanied by a sworn statement
of the Treasurer elected by the subscribers showing that at least twenty-five
(25%) percent of the authorized capital stock of the corporation has been
subscribed, and at least twenty-five (25%) of the total subscription has been fully
paid to him in actual cash and/or in property the fair valuation of which is equal
to at least twenty-five (25%) percent of the said subscription, such paid-up capital
being not less than five thousand (P5,000.00) pesos.
 TREASURER'S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

CITY/MUNICIPALITY OF ________ ) S.S

I, _______________________, being duly sworn depose and say:

That I have been elected by the subscribers of the corporation as Treasurer thereof,
to act as such until my successor has been duly elected and qualified in accordance with the
by-laws of the corporation, and that as such Treasurer. I hereby certify under oath that at
least 25% of the authorized capital stock of the corporation has been subscribed and at least
25% of the subscription has been paid, and received by me in cash property for the benefit
and credit of the corporation.

This is also to authorize the Securities and Exchange Commission and Banko Sentral
Ng Pilipinas to examine and verify the deposit in the United Coconut Planters Bank, Tektite
Branch in my name as treasurer in trust for the ____________________ in the amount of
______________________PESOS (PhP_________.00) representing the paid-up capital of
the said corporation which is in the process of incorporation. This authority is valid and
inspection of said deposit may be made even after the issuance of the Certificate of
Incorporation to the corporation. Should the deposit be transferred to another bank prior to
or after incorporation, this will also serve as authority to verify and examine the same. The
representative of the Securities and Exchange Commission is also authorized to examine the
same. The representative of the Securities and Exchange Commission is also authorized to
examine the pertinent books and records of accounts of the corporation as well as all
supporting papers to determine the utilization and disbursement of the said paid-up capital.

In case the said paid-up capital is not deposited or is withdrawn prior to the approval
of the Articles of Incorporation, I, in behalf of the above-named corporation, waive the right
to a notice and hearing in the revocation of the Certificate of Incorporation.