REVISED CORPORATION CODE OF THE PHILIPPINES

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REVISED CORPORATION CODE OF THE PHILIPPINES

One. Attributes of Corporation

Definition of Corporation - It 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.

a. It is an artificial being.

i. Implications of corporation for being an artificial being

One. The corporation cannot be held criminally liable particularly the penalty of imprisonment but it may be held liable for fines for corporate crimes. The corporate officers who approve the particular corporate crimes will be the ones to be held criminally liable.

Two. As a general rule, a corporation is not entitled to moral damages because, not being a natural person, it cannot experience physical suffering or sentiments like wounded feelings, serious anxiety, mental anguish and moral shock except when a corporation has a reputation that is debased, resulting in its humiliation in the business realm such in the case of civil action for damages on the ground of libel or defamation.

Three. The corporation entitled to constitutional rights enjoyed by natural persons except right against self-incrimination.

ii. Doctrine of separate personality means that a corporation has a personality separate and distinct from the stockholders and affiliated companies.

iii. Limited liability rule means that the stockholders are liable only up to the extent of their capital contribution when it comes to corporation's liabilities.

iv. Trust fund doctrine means that assets of the corporations are considered trust fund reserved for payment of liabilities to creditors of the corporation.

One. Examples of application of trust fund doctrine

i. Liabilities to creditors of corporation

Redemption value of redeemable preference shares

Two. Entities allowed to file a Petition for Revival of Corporate Existence ("Petition to Revive" for brevity):

i. Types of powers of corporation

m. Power to Extend or Shorten Corporate Term

o. Power to Deny Preemptive Right

p. Power of Sale or Other Disposition of Assets.

Q. Power to Acquire Own Shares

R. Power to Invest Corporate Funds in Another Corporation or Business or for Any Other Purpose

S. Power to Declare Dividends

T. Power to Enter into Management Contract

E. Advantages of forming a corporation

F. Disadvantages of forming a corporation

Two. Types of Corporation

Seven. Acquisition and Alienation of Property of Corporation Sole

Eight. Filling of Vacancies of Corporation Sole

Five. Attachments to Application of License

Six. Resident Agent of Foreign Corporation

Seven. Service of Process to Foreign Corporation

Eight. Applicable Laws to Foreign Corporation

Nine. Amendments to Articles of Incorporation or Bylaws of Foreign Corporations

Ten. Amended License of Foreign Corporation

Eleven. Merger or Consolidation Involving a Foreign Corporation Licensed in the Philippines

Thirteen. Issuance of Certificate of Revocation.

g. Educational Corporation

B. As to voting

Two. Corporate acts when nonvoting preferred shares are not allowed to vote

C. Presence of par value

Four. Contents of Articles of Incorporation and Bylaws

Six. Grounds for Disapproval of Amendment of Articles of Incorporation

Three. Capital stock requirement for incorporation

b. Corporators and Incorporators, Stockholders and Members

c. Juridical personality of a private corporation

Five. Governance of a Corporation

e. Qualifications of members of the board of directors or trustees

h. Election of the members of the board of directors or trustees

ii. Meeting for Removal

iii. Calling of Special Meeting for Removal

iv. Nondeprivation of Right of Representation to Minority Stockholders or Members

v. Removal of a Director by reason of Disqualification of a Director or Trustee

j. Filling up of vacancy in the board

iii. Date for filling up of Vacancy in the Board

iv. Term of Replacement Director or Trustee

i. Required vote for granting compensation or salary to members of the board of directors or trustees

iv. Additional Notes on Compensation or Salary of Directors or Trustees

m. Creation of Executive Committee

ii. Membership of executive committee

n. Creation of Special Committees

o. Acts of management or administration of the Corporation

p. Number of votes of each member of the board of directors or trustees

q. Election of corporate officers

ii. Required vote for election of corporate officers

Three. Qualifications of mandatory corporate officers

a. Qualifications of a corporate President

Two. Secretary

Three. Treasurer

Two. Contract between corporations with interlocking director

ii. Duty of obedience

iii. Duty of diligence

s. Meeting of Board of Directors

ii. Frequency of Meeting

iii. Minimum days of giving written notice or electronic notice to directors

u. Liability of Directors or Trustees of a Corporation

Six. Rights of a stockholder

b. Right to participation in management through voting

ii. Stocks which completely have no voting rights

iii. How to vote

b. Persons who are not allowed to vote through a proxy and therefore must personally attend the meeting

c. Requirements of proxy for validity

d. Term of proxy

b. Requirement of voting trust agreement for validity

c. Effect if the voting trust agreement is not in writing and not notarized

d. Term of voting trust agreement

Four. Differences between proxy and voting trust agreement

Five. Voting by co-owners

c. Meeting of Stockholders

ii. Frequency of Regular Meeting of Stockholders One. Frequency stated in the by-laws; or Two. Annually

vi. Quorum in Meeting

vii. Presiding Officer in Meeting

d. Propriety rights

One. Entitlement to dividends

Two. Requirement for declaration of dividends

Three. Maximum Retained Earnings that may be accumulated by a corporation without valid appropriation

Four. Reasons for Valid Appropriation or Restriction of Retained Earnings

Five. Required Vote for Declaration of Dividends

Six. Extent of right to dividends

ii. Right to inspect corporate books

Two. Justifiable grounds for denial of right to inspection of corporate books

Three. Remedies available to stockholder if the denial of the right to inspect by the corporation is unjustified

Three. Preemptive right (Right to buy by incumbent stockholders)

Two. Extent of preemptive right

Three. Issuance of shares where preemptive right is not available

Four. Validity of Denial of pre-emptive right

Four. Right of first refusal (Right of first option of close corporation or stockholders in a close corporation)

Two. Grounds for exercise of appraisal right.

Three. Manner of exercise of appraisal right

e. Remedial Right

One. Requirements of Derivative Suit

i. Liability for watered stock

Two. Nature of liability for issuance of watered stocks

Seven. Capital structure

i. Nature of contract of subscription

ii. Types of subscription contract

a. Period of irrevocability

b. Consideration for issuance of shares of stocks as evidenced by Certificate of Stocks

ii. Invalid consideration

i. Nature of shares of stocks as an asset One. They are intangible, financial assets and personal assets.

d. Payment of balance of subscription

ii. Delinquency of shares

a. Subscription contract with stated maturity date

b. Subscription contract without stated maturity date

e. Certificate of stock - is the tangible evidence of the shares of stock.

ii. Requirements for issuance of certificate of stock

Three. Requirements for valid transfer of shares of stocks of corporation

Two. Under Corporation Code

f. Stock and transfer books

Eight. Dissolution and Liquidation of Corporation

ii. Modes of dissolution

e. Withdrawal of Request for Dissolution

Three. Grounds for automatic dissolution of a corporation or ipso facto corporate dissolution by operation of law

Nine. Close Corporation

d. Validity on Restriction on Transfer of Shares in a Close Corporation

e. Effects if Issuance or Transfer of Stock in Breach of Qualifying Conditions

f. Agreement by Stockholders in a Close Corporation

g. Characteristics of close corporation

Five. Transfers of stocks to others, which would increase the number of stockholders to more than the maximum are invalid.

h. Disqualified corporations to be classified as close corporation (I COME BSP)

i. Validity of restrictions on transfer of shares

j. Void or Prohibited restriction on transfer of shares

k. Preemptive rights of stockholders

l. Amendment of Articles of Incorporation

M. Appraisal rights of stockholders

N. Dissolution of a close corporation upon initiative of a stockholder

O. Deadlock in a close corporation

Ten. Merger and consolidation

B. Contents of Plan of Merger or Consolidation

B. Requisites of merger or consolidation

C. Contents of Articles of Merger or Consolidation

D. Effectivity of merger or consolidation

E. Hearing on Illegal Merger or Consolidation

F. Effects of merger and consolidation

Eleven. Important Penalties for Violation of Revised Corporation Code

b. Violation of Duty to Maintain Records, to Allow their Inspection or Reproduction; Penalties.

c. Willful Certification of Incomplete, Inaccurate, False; or Misleading Statements or Reports; Penalties.

d. Independent Auditor Collusion; Penalties.

Twelve. Powers of SEC under Revised Corporation Code

Provisions Applicable to One Person Corporation

Two. Who may become a One person Corporation

Three. Entities not allowed to form a One Person Corporation (LGBTQ-PPP-IN)

Quizzer in Revised Corporation Code

Three hundred six. According to SEC ruling, what is the nature of subscription contract?

Three hundred seven. What is the formality required by Corporation Code for the validity and enforceability of subscription contract?

Three hundred nine. Which of the following terms refers to absolute subscription?

Three hundred ten. It is a subscription entered into before incorporation.

Three hundred twelve. When may the pre-incorporation subscription contract be allowed to be revoked?

Three hundred sixteen. Under Revised Corporation Code, the following are valid considerations for issuance of shares of stocks, except

Three hundred seventeen. Which of the following statements is true concerning issue price of shares?

Three hundred eighteen. It refers to a stock issued for a consideration less than their par or issued price.

Three hundred nineteen. The following are the possible effects of watered stocks, except

Three hundred twenty. It refers to a stock issued for a consideration the valuation of which is intentionally understated.

Three hundred twenty-two. Which of the following statements concerning shares of stocks is incorrect?

Three hundred twenty-five. The following are the requisites for the issuance of certificate of stock, except

Three hundred twenty-six. The following are the modes of transfer of ownership of shares of stocks, except

Three hundred twenty-seven. What is the nature of shares of stocks as a property?

Three hundred thirty-two. What is the nature of a certificate of stock as an instrument?

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Five hundred forty-seven. The following entities are not allowed to form one person corporations, except a. Banks

Overview

This document outlines the Revised Corporation Code of the Philippines, emphasizing the legal framework governing corporations, their rights and responsibilities, and processes related to their existence and operation.

Key Points

1Defines a corporation as an artificial being created by law
2Explains the implications of corporate personality and limited liability
3Discusses the doctrine of separate personality and trust fund doctrine
4Outlines the rights of corporations and the process for revival of corporate existence
5Highlights the rules concerning the corporate term and its renewal process

Details

Category: Law and Legal Studies

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