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VII.

Corporate Powers and Authority


3. Implied Powers

4. Incidental Powers

5. Other Powers
Section 36. Corporate powers and capacity. - Every corporation incorporated under this Code
has the power and capacity:

1. To sue and be sued in its corporate name;

2. Of succession by its corporate name for the period of time stated in the articles of
incorporation and the certificate of incorporation;

3. To adopt and use a corporate seal;


4. To amend its articles of incorporation in accordance with the provisions of this Code;

5. To adopt by-laws, not contrary to law, morals, or public policy, and to amend or repeal
the same in accordance with this Code;

6. In case of stock corporations, to issue or sell stocks to subscribers and to sell stocks
to subscribers and to sell treasury stocks in accordance with the provisions of this Code;
and to admit members to the corporation if it be a non-stock corporation;

7. To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and
otherwise deal with such real and personal property, including securities and bonds of
other corporations, as the transaction of the lawful business of the corporation may
reasonably and necessarily require, subject to the limitations prescribed by law and the
Constitution;

8. To enter into merger or consolidation with other corporations as provided in this Code;

9. To make reasonable donations, including those for the public welfare or for hospital,
charitable, cultural, scientific, civic, or similar purposes: Provided, That no corporation,
domestic or foreign, shall give donations in aid of any political party or candidate or for
purposes of partisan political activity;

10. To establish pension, retirement, and other plans for the benefit of its directors,
trustees, officers and employees; and

11. To exercise such other powers as may be essential or necessary to carry out its
purpose or purposes as stated in the articles of incorporation. (13a)

a. Sell Land and Other Properties

- Art. 1874 and 1878 of the NCC: requires that when land is sold through an agent, the
agent’s authority must be in writing, otherwise the sale is void

b. Borrow Funds

- This power needs a Special Power of Attorney for it to be exercised validly pursuant to
Art. 1878 of the NCC
FLAMENOTES—CORP LAW 1
- There is an invariable need of an enabling act of the corporation to be approved by its
Board of Directors

c. Power to Sue and Be Sued

- As a creature of the law, the powers and attributes of a corporation are those set out,
expressly or impliedly, in the law

- This power is granted to a duly organized corporation UNLESS specifically REVOKED


by another law

- Where a corporation is an injured party, its power to sue is lodged with its BoD

- A minority stockholder, who is a member of the BoD has NO power or authority to sue
on the corporation’s behalf

i. Power to Sue on Behalf of the Corporation

- Where the power to sue is delegated by the by-laws to a particular officer, such
officer MAY APPOINT counsel to represent the corporation WITHOUT NEED of
a formal board resolution

ii. Certificate of Non- Forum Shopping

- A board resolution authorizing a corporate officer to execute a certification


against forum shopping is NECESSARY
- A certification NOT signed by a duly authorized person renders the petition
SUBJECT TO DISMISSAL
- The counsel must be specifically authorized by the BoD
o HOWEVER, such lack of authority MAY BE CURED:
 Submission in an MR of the proof of the authority given by the
BoD to the counsel constitutes substantial compliance with
procedural requirements
- When an officer is granted express power by the BoD “to institute a suit”,
such is considered BROAD ENOUGH to include the power od said corporate
officer to execute the verification and certification against forum shopping
- The following officials can sign a verification and certification against
forum shopping WITHOUT NEED OF BOARD RESOLUTION:
o Chairperson of the BoD
o The President of a Corporation
o The General Manager or Acting General Manager
o Personnel Officer
o Employment Specialist in a labor case

iii. Service of Summons on Corporations

- Sec. 11, Rule 14 of the 1997 Rules of Civil Procedure:


o Uses the term “general manager” unlike the old RoC which includes
the term “agent”
o Hence, the following are prohibited from serving a summon:
 Construction project manager
 Corporation’s assistant manager
 Ordinary clerk of a corporation
 Private secretary of corporate executives
 Retained counsel
 Officials who had charge or control of the operations of the
corporation
 CFO and CAO
- The service of summons on anyone other than the PRESIDENT,
MANAGER, SECRETARY, CASHIER, AGENT or DIRECTOR, is NOT a
valid on the corporation

d. Hire Employees and Appoint Agents

- An officer or agent who has general control and management of the corporation’s
business or a specific part thereof, MAY BIND the corporation by employment of such
agents and employees as are USUAL and NECESSARY in the conduct of such
business

- Such contracts of employment must be REASONABLE

- EXCEPTION: where the authority of employing servants is EXPRESSLY VESTED in


the BoD or trustees

e. Provide Gratuity Pay for Employees

- Sec. 36 (10) of Corp Code: “x x x To establish pension, retirement, and other plans
for the benefit of its directors, trustees, officers and employees;”

f. To Make Donations

- Sec. 36(9) of Corp Code: “x x x make reasonable donations, including those for the
public welfare or for hospital, charitable, cultural, scientific, civic, or similar purposes: Provided,
That no corporation, domestic or foreign, shall give donations in aid of any political party or
candidate or for purposes of partisan political activity;”

g. To Enter Into a Partnership of Joint Venture

SEC Opinion 29 Feb. 1980

Main Inquiry: Whether two or more medium-size corporations (contactors) may enter into a
partnership or joint-venture/consortium for the purpose of qualifying in terms of capitalization
and equipment in large-scale projects of the Ministry of Public Highways through competitive
bidding

Opinion:

- A corporation cannot ordinarily enter into a contract of partnership with


another corporation or individual
- A corporation has NO implied power to become a partner with an
individual or another corporation
o This is based on PUBLIC POLICY, since in a partnership the
corporation would be bound by the acts of persons who are not
duly appointed and authorized agents and officers
o This would be inconsistent with the policy of the law that the
corporation shall manage its own affairs, separately and exclusively
- In entering into a partnership, the identity of the corporation is lost or merged
with that of another and the direction of the affairs is placed in other hands
than those permitted by the law of its creation
o A corporation can act only through its duly authorized agents and is
not bound by the acts of anyone else

FLAMENOTES—CORP LAW 3
o In a partnership, each member binds the firm when acting within the
scope of the partnership
- Requisites to apply the exception:
o The articles of incorporation of the corporation must expressly
authorize the corporation to enter into contracts of partnership with
others in the pursuit of its business
o The agreement or articles of partnership must provide that all partners
will manage the partnership
o The articles of partnership must stipulate that all the partners are and
shall be jointly and severally liable for all the obligations of the
partnership
- Two or more corporation may enter into a JOINT
VENTURE/CONSORTIUM if the nature of the venture is IN LINE WITH
THE BUSINESS authorized by its charter through a contract or
voluntary agreement between the said parties
- NOTE:
o No legal independent entity is borne out of this event
o This need not be registered with the SEC
o HOWEVER, when the JV/consortium results in the formation of a
corporation or partnership, the same has to be registered with the
Commission

SEC Opinion No. 16-22

Main Inquiry: Whether First Orient Development and Construction Corp (FODCC) may legally
enter into a JVA with another company having a similar purpose in connection with its
application to pre-qualify and bid for various Philippine National Oil Company (PNOC) Hybrid
Projects

Opinion:

 General Rule: A corporation cannot enter into a contract of partnership


with an individual or another corporation
 Exception: a corporation may be allowed to enter into such contract
provided it complies with the ff:
 Authority to enter into a partnership = expressly conferred by the
charter or the AOI of the corporation AND the nature of the
business venture is in line with the business authorized by the
charter or AOI of the corporation involved
 If it is a foreign corporation = must obtain a license to transact
business in the country
 A corporation may validly enter into a JVA where the nature of the
venture is in line with the business authorized by its charter
 Aurbach:
 Joint Venture = of common law origin; no precise legal definition;
general meaning is an organization formed for some temporary
purpose
 Under Philippine Law, joint venture is a form of partnership and
should thus be governed by the law of partnerships
 A joint venture is essentially a partnership agreement of a SPECIAL
TYPE: it pertains to a particular project or undertaking
 It is not the name or nomenclature that is determinative but the
NATURE and ESSENCE of the undertaking between the
corporations
 The agreement between corporation becomes a JV when it is
limited to a particular project that will allow the Boards of the
co-venturers to anticipate and evaluate the corporations’
responsibilities and liabilities
o Again, a corporation may enter into a JV provided that
it is I line with the business authorized by its charter

Tuason v Bolanos

Facts:

- This case involves a complaint for recovery of land. Plaintiff in this case had
his complaint amended 3 times because of circumstances wherein he
needed to change the description of the lands in question after surveys
- Defendant sets up prescription and titles in himself. Defendant argues that he
has been in peaceful and continuous possession of the land since time
immemorial
- Lower court rendered judgment in favor of plaintiff

Issue: Whether the trial court erred in not dismissing the case on the ground that the
case was not brought by the real party in interest-- No

Held:

- The argument that the present action is not brought by the real party in
interest (JM Tuason & Co.) is untenable
- The Rules of Court require than an action be brought in the name of,
BUT NOT NECESSARILY BY, the real party in interest
- The practice is for an attorney-at-law to bring the action, that is to file the
complaint, in the name of the plaintiff
- In the case at bar..
 The complaint is signed by the law firm of Araneta and Araneta
“counsel for the plaintiff” through its undersigned counsel
 While it is true that the complaint also states that the plaintiff is
represented by its managing partner Gregorio Araneta, Inc.,
another corporation, but there is nothing against one corporation
being represented by another person, natural or juridical, in a suit
in court
 The contention that Gregorio Araneta, Inc. cannot act as
managing partner for the plaintiff on the theory that it is
illegal for two corporations to enter into a partnership is
WITHOUT MERIT
 TRUE RULE: though a corporation has no power to enter into
a partnership, it may nevertheless enter into a joint venture
with another where the nature of that venture is in line with
the business authorized by its charter

6. Ultra Vires Doctrine

a. Ultra Vires of the First Type: Classic Ultra Vires

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.

FLAMENOTES—CORP LAW 5
Section 45. Ultra vires acts of corporations. - No corporation under this Code shall
possess or exercise any corporate powers except those conferred by this Code or by its
articles of incorporation and except such as are necessary or incidental to the exercise
of the powers so conferred. (n)

Pirovano v De la Rama

Facts:

 Enrico Pirovano, president of the defendant company, managed the company until it
grew and flourished to become a multi-million company
 Enrico was executed by the Japanese during the occupation
 The BOD issued a resolution stating:
 Out of the proceeds of the life insurance policies availed by Enrico, the sum
P400,000 will be set aside for equal division among the 4 children, convertible
into shares of stock of the De la Rama Steamship Company, at par and, for that
purpose, that the present registered stockholders of the corporation be requested
to waive their preemptive right to 4,000 shares of the unissued stock of the
company in order to enable the children to obtain 1000 shares at par
 If the Pirovano children were allowed to be given their shares of stock, the voting
strength of the 5 daughters of Don Esteban would be adversely affected. Mrs. Pirovano
would have a voting power twice that of her sisters
 Lourdes de la Rama wrote the Secretary of the corporation, Atty. Lichuaco, asking him
to cancel the waiver of the pre-emptive rights
 The company amended the resolution turning it into a loan with 5% interest payable
when the obligation can be met
 The company revoked its donation of the life premium proceeds since it is not in
compliance with the SEC
 The minor children of Enrico, represented by their mother, demanded the payment of the
credit due them amounting to P564k
 RTC held that the contract or donation was not ultra vires

Issue: Whether the corporation’s donation of the proceeds of insurance policies is an ultra vires
act—No, the act was valid and binding

Held:

 The resolution/contract partook of the nature of a remunerative donation


 Remunerative donation = donation which is made to a person in consideration
of his merits or for services rendered to the donor, PROVIDED that they do not
constitute recoverable debts, or that in which a burden less than the value of the
thing given is imposed upon the done, is also a donation
 In donations made to a person for services rendered to the donor, the donor’s will
is moved by acts which directly benefit him. The motivating cause is
GRATITUDE, acknowledgment of a favor, a desire to compensate
 In the case at bar…
o The donation has reached the stage of perfection which is valid and
binding upon the corporation and as such cannot be rescinded unless
there exists legal grounds for doing so
o The donation was embodied in a resolution duly approved by the
Board of Directors
 The SEC in this case said that the donation was ultra vires
o The company’s AOI contains the following:
 To invest and deal with the monies of the company and
immediately required, in such a manner as from time to time may
be determined
 To aid in any other manner any person, association, or
corporation of which any obligation or in which any interest is held
by this corporation or in the affairs or prosperity of which this
corporation has a lawful interest
 The provisions of the AoI of the De la Rama company was broad and almost
gave the company unlimited powers to carry out the purposes for which it was
organized
o The word “deal” is broad enough to include any manner of disposition
may be made in such manner as from time to time may be determined by
the corporation
o In the case at bar…
 The donation in question undoubtedly comes within the scope of
this broad power for it is a fact appearing in the evidence that the
insurance proceeds were not immediately required when they
were given away
 Assuming arguendo that the donation is outside the scope of the powers of the
corporation, or the scope of the powers that it may exercise under the law, or it is
an ultra vires act, it still CANNOT be validated
o In the case at bar…
 It appeared that the donation represented not only the act of the
BoD but also of the stockholders themselves as shown by the fact
that the same has been expressly ratified in a resolution approved
by the latter
 By this ratification, the infirmity of the corporate act, has
been obliterated thereby making the act perfectly valid and
enforceable
 The donation also was not merely executor, but was
EXECUTED and CONSUMMATED and no creditors were
prejudiced, or there are creditors are prejudiced, the latter
has expressly given their conformity
 DISTINCTION: illegal acts vs. ultra vires acts
o Illegal acts – the doing of an act which is contrart to law, morals or public
policy or public duty, and are, like similar transactions between the
individuals—void.
o Ultra vires—those which are not illegal and void ab initio, but are merely
within the scope of the AoI, and are merely voidable and may become
binding and enforceable when ratified by the stockholders

b. Ultra Vires of the Second Type: Doctrine of Centralized Management

Section 23. The board of directors or trustees. - Unless otherwise provided in this Code,
the corporate powers of all corporations formed under this Code shall be exercised, all
business conducted and all property of such corporations controlled and held by the
board of directors or trustees to be elected from among the holders of stocks, or where
there is no stock, from among the members of the corporation, who shall hold office for
one (1) year until their successors are elected and qualified. (28a)

Every director must own at least one (1) share of the capital stock of the corporation of
which he is a director, which share shall stand in his name on the books of the
corporation. Any director who ceases to be the owner of at least one (1) share of the
capital stock of the corporation of which he is a director shall thereby cease to be a
director. Trustees of non-stock corporations must be members thereof. A majority of the
directors or trustees of all corporations organized under this Code must be residents of
the Philippines.
FLAMENOTES—CORP LAW 7
University of Mindanao v. BSP

Facts:

 Guillermo Torres and Dolores Torres incorporated and operated 2 thrifts banks: First Iligan Savings &
Loan Association Inc. (FISLAI) and Davao Savings and Loan Association Inc. (DSLAI)
 Guillermo chaired both thrift banks. He acted as FSLAI’s President, while his wife, Dolores, acted as
DSLAI’s treasurer
 Upon Guillermo’s request, BSP issued a P1.9M standby emergency credit to FSLAI
 1982—University of Mindanao’s VP of Finance, Petalcorin, executed a deed of real estate mortgage
over University of Mindanao’s property in CDO in favor of BSP
o The mortgage served as security for FISLAI’s P.19M loan
o It was allegedly executed on University of Mindanao’s behalf. As proof of his authority to
execute a real estate mortgage for UM, Petalcorin showed a Secretary’s Certificate signed by
UM’s Corporate Secretary Aurora de Leon
 The certificate states among others the authorizing of the chairman to appoint Petalcorin
to represent the UM to transact, transfer, convey, lease, mortgage, or otherwise
hypothecate the subject properties
 Petalcorin then executed another deed of real estate mortgage, allegedly on behalf of UM, over its
properties in Iligan City
o This mortgage served as an additional security for FISLAI’s loans
 FISLAI and DSLAI merged with the latter becoming the surviving corporation in an effort to rehabilitate
the thrift banks due to heavy withdrawals of depositors
 DSLAI later became known as the Mindanao Savings and Loan Association Inc.(MSLAI)
 MSLAI failed to recover from its losses. Hence, BSP foreclosed the mortgaged properties
 UM filed 2 complaints for nullification and cancellation of mortgage
o 1 complain was filed before the RTC of Iligan City and the other in CDO
 UM alleged that it did not obtain any loan from BSP and that Aurora De Leon’s certification was
anomalous
o UM also alleged that it never authorized Petalcorin to execute a real estate mortgage involving
its properties to secure FISLAI’s debts and it never ratified the execution of the mortgage
contracts
 The RTC ruled in favor of UM
 The CA reversed
o CA held that “although the BSP failed to prove that the UM Board of Trustees actually passed a
Board Resolution authorizing Petalcorin to mortgage the subject real properties, Aurora De
Leon’s Secretary’s Certificate clothed Petalcorin with apparent and ostensible authority to
execute the mortgage deed on its behalf
o BSP merely relied in good faith on the Secretary’s Certificate. UM is estopped from denying
Petalcorin’s authority

Issue: Whether petitioner UM is bound by the real estate mortgage contracts executed by Petalcorin—No

Held:

 Acts of an officer that are not authorized by the BOD/trustees do not bind the corporation
unless the corporation ratifies the acts or holds the officer out as a person with authority to
transact on its behalf
 Petitioner’s argument:
o UM did not authorize Petalcorin to mortgage its properties on its behalf. That there was no
board resolution to that effect.
o The mortgage contracts in favor of respondent do not bind etitioner
o The contracts were executed without authority of UM
o Being a juridical person, petitioner cannot conduct its business, make decisions, or act in any
manner without action from its board of trustees
 Board of trustees must act as a body in order to exercise corporate powers
o Individual trustees are not clothed with corporate powers just by being a trustee
o HENCE, the individual trustee cannot bind the corporation by himself or herself
o The corporation may however DELEGATE through a board resolution its corporate
powers or functions to a representative, subject to limitations under the law and the
corporation’s articles of incorporation
 The relationship between a corporation and its representatives is governed by the general
principles of AGENCY
o Art. 1317 No one may contract in the name of another without being authorized by the latter, or
unless he has by law a right to represent him
 Hence, without delegation by the board of directors or trustees, acts of a person- including those of
the corporation’s directors, trustees, shareholders, or officers—executed on behalf of the
corporation are generally NOT binding on the corporation
 The unenforceable status of contracts entered into by an unauthorized person is based on the principle
that contracts must be consented to by both parties
o There is no contract without meeting of the minds as to the subject matter and cause of
the obligations created under the contract
o Consent of a person CANNOT be presumed from representations of another, especially if
obligations will be incurred as a result
o Contracts entered into by persons without authority from the corporation shall generally
be considered ULTRA VIRES and UNENFORCEABLE against the corporation
 Other Notes:
o Corporations are artificial entities granted legal personalities upon their creation by their
incorporators in accordance with law
o They have NO inherent powers
o Third persons dealing with corporations cannot assume that corporations have powers.
It is up to those persons dealing with corporations to determine their competence as
expressly defined by the law and their articles of incorporation
o A corporation may exercise its powers ONLY WITHIN those definitions
 corporate acts that are outside those express definitions under the law or AOI or those
committed outside the object for which a corporation is created are ULTRA VIRES
 EXCEPTION:
 When acts are necessary and incidental to carry out a corporation’s
purposes, and to the exercise of powers conferred by the Corporation
Code and under a corporation’s articles of incorporation
o Montelibano: case that stated the test to determine if a corporate act is in accordance with its
purposes
 LOGICAL RELATION of the act to the corporate purpose expressed in its charter
 If that act is one which is lawful in itself, and not otherwise prohibited, is done for serving
corporate ends, and is reasonably tributary to the promotion of those ends, in a
substantial, and not in a remote and fanciful sense, it may fairly be considered within
charter powers
 The test to be applied is whether the act in question is in direct and immediate
furtherance of the corporation’s business, fairly incident to the express powers
and reasonably necessary to their exercise
o In the case at bar…
 UM being an educational institution DOES NOT have the power to mortgage its
properties to secure loans of other persons
 An educational institution is limited to developing human capital through formal
instruction
 It is not a corporation engaged in the business of securing loans of others
 Securing FISLAI’s loans by mortgaging petitioner’s properties DOES NOT appear to
FLAMENOTES—CORP LAW 9
have even the remotest connection to the operations of petition as an educational
institution
 Securing loans is not an adjunct of the education institution’s conduct of business
 It does not appear that securing third-party loans was necessary to maintain
petitioner’s business of providing instruction to in individuals
o Acquiring shares in another corporation is NOT a means to create new powers for the
acquiring corporation
 Being a shareholder of another corporation does not automatically change the
nature and purpose of a corporation’s business
 Appropriate AMENDMENTS must be made either to the law or the AOI before a
corporation can validly exercise powers outside those provided in law ot the AOI
 WITHOUT AN AMENDMENT, WHAT IS ULTRA VIRES BEFORE A CORPORATION
ACQUIRES SHARES IN OTHER CORPORATIONS IS STILL ULTRA VIRES AFTER
SUCH ACQUISITION
o In the case at bar…
 Regardless of the number of shares that petitioner had with FISLAI, DSLAI, MSLAI,
securing loans of third persons is still beyond petitioner’s power to do. It is still
inconsistent with its purposes under the law and its AOI
 Petitioner’s key officers, as shareholders of FISLAI, may have an interest in ensuring the
viability of FISLAI by obtaining a loan from respondent and securing it by whatever
means
 HOWEVER, having interlocking officers and stockholders with FISLAI does not
mean that petitioner, as an educational institution, is or must necessarily be
interested in the affairs of FISLAI

g. Ultra Vires of the Third Type

Harden v Benguet Consolidated Mining

Facts:

 Benguet Consolidated Mining was organized in June 1903 as a sociedad anonima in conformity with
Spanish Law. Balatoc Mining Co. was organized in December 1925 as a corporation in conformity with
Act. 1459 (Corporation Law)
o Harden et al are stockholders of Balatoc Mining
 When Balatoc Mining was first organized, the properties it acquired were largely underdeveloped and
the original stockholders were unable to supply the means needed for profitable operations
 In order to address such problem, the company’s stockholders appointed a committee for the purpose
of interesting outside capital in the mine
 By the authority of a resolution of the board of directors, the committee approached A.W. Beam,
president and general manager of Benguet Company, in order to secure capital necessary to the
development of the Balatoc Company
 A contract was signed between 2 companies which provide that BENGUET was to proceed with the
development of the BALATOC property and in return BENGUET company would receive from
BALATOC shares of par value of P600,000 in payment for the first P600,000 be thus advanced to it by
BENGUET
 The total cost incurred by BENGUET in developing the property was P1.4M. In light of this, a certificate
for P600K shares of stock of BALATOC was given to BENGUET and the excess par value was paid to
BENGUET by BALATOC in cash
 Due to the improvement made on the company’s property, the value of the shares of BALATOC
increased in the market (from P1.00 to P11.00) and the dividends of the company enriched its
stockholders
 As soon as the success of the company became apparent, Harden (owner of thousands of shares of
BALATOC) questioned the transfer of 600,000 shares to BENGUET. Harden seeks to annul the
certificate covering the 600,000 shares of stock transferred to BENGUET
 Harden’s argument: it is unlawful for BENGUET to hold any interest in a mining corporation because in
the former Corporation Law, there is a provision referring to mining corporations: “it shall be unlawful for
any member of a corporation engaged in agriculture or mining and for any corporation organized for
any purpose except irrigation to be in any wise interested in any other corporation engaged in
agriculture or in mining”

Issues and Held:

1.) Whether Harden et al can maintain an action based upon the violation of law supposedly committed by
BENGUET—No

 BENGUET did not commit any civil wrong against the plaintiffs, and if a public wrong has been
committed, the directors of the BALATOC Company and Harden himself were the active inducers of the
commission of that wrong
 The contract was performed on both sides
o By building of the BALATOC plant by BENGUET and the delivery to the latter of the certificate
of 600,000 shares of BALATOC
 The penalties imposed on what is now Sec. 190(A) of the Corporation Law for the violation of the
prohibition in question are of such nature that they cant be enforced only by a criminal prosecution or
by any action of quo warranto. However, these proceedings can be maintained only by the Attorney
General in representation of the government

2.) If BENGUET committed a violation, whether BENGUET (a sociedad anonima) is a corporation within the
meaning of the language used by US Congress and later by Philippine Congress, prohibiting mining
corporation from becoming interested in another mining corporation

 Since the plaintiffs have no right of action against Benguet Company, the Court refused to go further
into the question as to whether a sociedad anonima, created under Spanish Law (BENGUET) is a
corporation within the prohibitory provision

 Sociedad Anonima—like the English joint stock company with features those of a partnership
o Sec 75 of the Corp Law, a provision is found making the sociedad anonima subject to the
provisions of the Corp Law “so far as such provisions may be applicable” and giving to the
sociedades anonimas previously created in the islands the option to continue business as such
or to reform and organize under the provisions of the Corp Law
o Purpose in Repealing: to compel commercial entities thereafter organized to incorporate under
the Corp Law, unless they should prefer to adopt some form or other of the partnership
 Sec. 75 of the Philippine Bill general prohibiting corporation engaged in mining was AMENDED by Sec.
7 of Act No. 3518 of the Philippine Legislature
 Our Corp Law did not contain any appropriate clause directly penalizing the act of a corporation, a
member of a corporation, in acquiring an interest contrary to paragraph 5 section 13 of the Act
o Subsequently, the Legislature reenacted substantially the same penal provision in Sec 21 of Act
3518, under a title sufficiently broad to comprehend the subject matter. This part of Act No.
3518 became effective upon approval by the Governor General on Dec. 3 1928 and it was
therefore in full force when the contract now in question was made
o Sec. 190(A) Penalties—x x x if the violation is committed by a corporation, the same
shall, upon such violation being proved, be dissolved by quo warranto proceedings
instituted by the Attorney General or by any provincial fiscal by order of said Attorney
General

FLAMENOTES—CORP LAW 11