Documente Academic
Documente Profesional
Documente Cultură
Business form
1.
Single
proprietorship
Partnership
Corporation
Proprietor
Partners
Stockholders or
Shareholders
Partners equity
Stockholders equity or
Shareholders equity
2.
3.
4.
It is a juridical person
With its juridical personality granted by law, it can
perform acts of a natural person. For example, a
corporation can sue and be sued, acquire property
in its own name, enter into a contract, etc
It is created by operation of law
This means that a corporation cannot come into
existence by mere agreement only like a business
partnership
It has the right of succession
The element of continuity exists in a corporation. It
can exist for a period stated in the articles of
incorporation which should not exceed 50 years.
The term of corporate existence can be extended
upon amendment of the articles of incorporation and
such amendment is approved by the Securities and
Exchange Commission (SEC).
It has the powers, attributes, and properties
expressly authorized by law or incident to its
existence
A corporation is a creation of law, and as such it can
only perform acts as expressly authorized by the
Corporation Code, its Articles, By-Laws and other
special laws.
ADVANTAGES OF A CORPORATION
1.
2.
3.
Continuity of existence
4.
5.
6.
Page 1
DISADVANTAGES OF A CORPORATION
1.
2.
3.
4.
2.
STOCK CORPORATION
Capitalization is in the form of shares of stock
to be
sold to subscribers known as
shareholders who are entitled to receive
dividends as their form of income from this
subscription.
NON-STOCK CORPORATION
Corporations under this type do not issue
shares. These are created for civic, charitable,
or religious purposes. The people composing
this type or corporation are called members.
OTHER CLASSES OF CORPORATION
1.
b.
2.
Sole Corporation
A corporation owned and registered by
only one corporator or member and his
successors, who are members of a
religious denomination
Aggregate Corporation
A corporation comprised of more than
one corporator or member
ACCORDING TO NATIONALITY
a.
b.
Domestic Corporation
Those organized under Philippine
lasw
Foreign Corporation
Those organized under the laws of
other countries
Page 2
ON TAXATION:
The current tax rate on corporation is 30%
Some Professional partnerships are entitled to tax
exemption
Single proprietorship business does not pay income tax.
It is the proprietor who files and pays income tax which
includes the income derived from his business.
shall
be
____________
____________
____________
____________
____________
__________________
__________________
__________________
__________________
__________________
C.
3.
Multi-National Corporation
A domestic or foreign corporation
which extends its corporate business
to other countries
ACCORDING TO PURPOSE
a.
Government Corporation
Those formed by the government
either for governmental functions or
proprietary functions
a)
Public corporations
Those
created
for
the
governance of a state territory.
Examples are provinces, cities
b) Government
owned
and
controlled corporations
Those established primarily for
profits but owned or controlled
by the state. Examples are
NAPOCOR, PAGCOR
b.
Civil Corporation
Those established for business or
for profit
b) Wasting Asset Corporation
Those whose purpose is to
extract natural resources
c) Eleemosynary Corporation
Those established for charitable
purposes
d) Ecclesiastical Corporation
Those established for religious
purposes
c.
4.
EIGHTH: That at least twenty five (25%) per cent of the authorized
capital stock above stated has been subscribed as follows:
Name of Subscriber Nationality No of Shares Amount Subscribed
_______________ _______ __________ ______ ________
_______________ _______ __________ ______ ________
_______________ _______ __________ ______ ________
_______________ _______ __________ ______ ________
_______________ _______ __________ ______ ________
NINTH: That the above-named subscribers have paid at least
twenty-five (25%) percent of the total subscription as follows:
Name of Subscriber Amount Subscribed Total Paid-In
________________ ______ _________ __________
________________ ______ _________ __________
________________ ______ _________ __________
________________ ______ _________ __________
Quasi-Public Corporation
These are privately financed and
managed corporations for a public
purpose
(Modify Nos. 8 and 9 if shares are with no par value. In case the
corporation is non-stock, Nos. 7, 8 and 9 of the above articles may
be modified accordingly, and it is sufficient if the articles state the
amount of capital or money contributed or donated by
specifiedpersons, stating the names, nationalities and residences of
the contributors or donors and the respective amount given by
each.)
b.
De jure Corporation
A corporation duly registered for
having complied with all the
requirements of the law for its legal
existence
De Facto Corporation
A corporation that fails to comply
completely with the requirement of
the law
Page 3
5.
b.
6.
Open Corporation
Those whose stocks are open for public
subscription. Generally, stockholders are
not related to each other
Close Corporation
Those owned and managed by a family or
close relatives not exceeding 20 persons.
The stocks of these corporations are not
open for public subscription
b.
Subsidiary Corporation
This corporation is controlled by the
parent or holding corporation
_____________________
_____________________
_____________________
(Names and signatures of the incorporators)
SIGNED IN THE PRESENCE OF
________________________________
(Notarial Acknowledgment)
TREASURER'S AFFIDAVIT
PROMOTION
INCORPORATION
This stage includes the following:
a.
b.
c.
d.
e.
3.
________________________
(Signature of Treasurer)
SUBSCRIBED AND SWORN to before me, a Notary Public, for and
in the City/Municipality of .................................. Province of
______________, this ___ day of _______________, 20___; by
............................................ with Res. Cert. No. ..................... issued
at ................. on ......................, 20___.
FORMAL
ORGANIZATION
AND
COMMENCEMENT OF BUSINESS OPERATION
This includes drafting and adoption of bylaws,
election of the board of directors and of the
officers by the board pursuant to the by-laws.
This also includes taking such steps as are
necessary to enable the corporation to transact
the legitimate purpose for which it was
created,.
NOTARY PUBLIC
My commission expires on ..........................., 20 ........
Doc. No. ...............;
Page No. ...............;
Book No. ..............;
Series of 20..... (7a)
Page 4
1.
2.
3.
4.
5.
6.
7.
8.
BY-LAWS
These are the rules of action adopted by the corporation
for its internal government and for the government of its
officers, shareholders or members.
1. The time, place and manner of calling and
conducting regular or special meetings of the
directors or trustees.
2. The time and manner of calling and conducting
regular or special meetings of the shareholders
or members
3. The required quorum in meeting of
shareholders or members and the manner of
voting therein;
4. The form for proxies or shareholders and
members and manner of voting them;
5. The qualifications, duties and compensation of
directors or trustees, officers and employees;
6. The time for holding the annual election of
directors or trustees and the mode or manner
of giving notice thereof;
7. The manner of election or appointment and the
term of office of all officers other than directors
or trustees;
8. The penalties for violation of the by-laws
9. In case of stock corporations, the manner of
issuing stock certificates; and
10. Such other matters as may be necessary for
the proper or convenient transaction of its
corporate business and affairs.
PRE-INCORPORATION SUBSCRIPTION
REQUIREMENT
10,000 shares
P 100.00
10,000
.25___
2,500 shares
P250,000
2,500 shares
P100___
P250,000
.25_____
P62,500
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RIGHTS OF A SHAREHOLDER
1.
2.
3.
4.
COMPONENTS OF CORPORATION
1.
2.
3.
4.
Corporators
Those who compo9se the corporation whether
shareholders or members or both
Incorporators
Those corporators mentioned in the articles of
incorporation as originally forming and composing
the corporation. These are natural persons
Shareholders
These are the owners of shares in the a stock
corporation. Shareholders may be natural or
artificial persons.
Members
Corporators of a nonstock corporation
STOCKHOLDERS
Board of Directors
President
Vice
President
Corporate
Secretary
Corporate
Treasurer
1.
Ordinary shares
All ordinary shareholders have the same rights
and privileges. Ordinary shares give the
holder thereof the right to vote. Ordinary
shareholders have an unlimited return on
investment.
Preference shares
It is called a preference share because it gives
the holder some preferences over the ordinary
shareholders. Preferences pertain to claims
on dividends and nets assets in the event of
liquidation. Preference shares have no right to
vote and are issued only with par value.
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