ATTRIBUTES OF A CORPORATION
ARTICLES OF INCORPORATION (AOI)
Election of corporate officers
One. Corporate Name (Section seventeen)
Two. Corporate Term (Section eleven)
Three. Purpose/s of the Corporation
Four. Principal Office's Address
Five. Names, nationalities, and residences of the Incorporators Not required to be Filipino citizens or residents
Six. Temporary Directors or Trustees
Minimum Paid-up Capital (Section twelve)
Approved and Signed by ALL Incorporators
Revocation of Corporate Franchise (Section twenty-one)
Capital Structure and Classification of Shares (Section six)
Founder's Shares Exclusive Privileges (Section seven)
Limitation on Issue Price
Prohibition on Corporations to Issue such Shares
Watered Stocks (Section sixty-four)
Assumption for No-Par Value Shares
Distribution as Stock or Share Dividends
Application of Watered Stock Concept
Redeemable Shares (Section eight)
AS TO NUMBER OF INCORPORATORS
Minimum Capital Requirement
Time of Appointment and Notification of Officers
OPC's Corporate Secretary
Nominee or Alternate Nominee
Nominee and Alternate Nominee
Natural or Juridical Persons
Natural Persons: G.R. : Perpetual (XPN: Term Limit)
Primary and Alternative (Name, Residence, and Contact Details)
Conversion from or to One Person Corporation
G.R.: Control Test (first Layer only) XPN (If there exists a doubt):
Under Philippine Laws - Domestic
Foreign Corporation Doing Business in Philippines (Section one hundred fifty)
Requisites for Foreign Corporations Doing Business in Philippines:
Failure to Obtain License General Rule:
Foreign Corporation NOT Doing Business in Philippines Can Sue and Can be Sued (Rule above does not apply)
Close Corporation (Section ninety-five to one hundred three)
G.R.: Directors XPN: Shareholders if stated in the AOI
At least one, and such must be specified in all of the following:
Deadlock (Positive equals Negative)
One. President - must be a director (Co-terminus with term as Director)
Election of Corporate Officers Majority of ALL BOD/T
When is a Derivative Suit Instituted?
Meetings (Section forty-eight to fifty-two and fifty-seven to fifty-eight)
Reporting to the SEC (Sec. twenty-five)
Removal and Vacancy of Directors or Trustees Removal (Sec. twenty-seven)
Merger and Consolidation (Sec. seventy-five to seventy-nine)
Approval of Merger or Consolidation
Effectivity General Rule: Upon SEC's issuance of the Certificate
Summary of Voting Requirements
XPNs to Liability for Insider Trading Either of the following:
Fraudulent Transactions and Other Market Manipulations
MANDATORY TENDER OFFER RULE
Requisites for Application of the Rule:
Exempt Transactions from Mandatory Tender Offer Rule (Private)
Processes Related to Tender Offer
Principle two Establishing Clear Roles and Responsibilities of the Board
Principle four Fostering Commitment
Principle six Assessing Board Performance
Related Party Transaction Committee
Disclosure and Transparency
Principle Nine Strengthening the External Auditor's Independence and Improving Audit Quality
Principle Eleven Promoting a Comprehensive and Cost-Effective Access to Relevant Information
Principle Twelve Strengthening the Internal Control System and Enterprise Risk Management Framework
Principle Fourteen Respecting Rights of Stakeholders and Effective Redress for Violation of Stakeholder's Rights
Principle Sixteen Encouraging Sustainability and Social Responsibility