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Under ultra vires doctrine, a corporation has only Failure to attach a certified copy of the board
three types of powers the express, implied and resolution authorizing the filing of the petition is
incidental powers. fatal because courts does not take judicial notice to
the corporate board resolution or authority of
Doctrine of Centralized Management: Sec 23 corporate officer. If such power is not derived in the
provides that “unless otherwise provided in this resolution it must show a clear source of authority
Code, all corporate powers shall be exercised by, in the articles or by-laws or implied acts.
and all corporate business shall be conducted
through, the Board of Directors of the Corporation.” **Service of Summons - AGENT (a business
representative whose function is to bring out,
- There are instances that in order to be biding and modify, affect, accept performance of, or terminate
effective, it requires the consent or ratification of contractual obligations between principal and third
the stockholders and members and also on the part persons, PABON vs NLRC)
of the State.
VILLA REY TRANSIT VS FAR EAST MOTOR CORP:
EXPRESS POWERS: Art. 46 of the CC provides that service must be made on a representative so
“Juridical persons may acquire and possess property integrated with the corporation sued as to make it a
of all kinds as well as incur obligation and bring civil priori supposable that he will realize his
and criminal actions in conformity with the laws and responsibilities and know what he should do with
regulations of the organization. any legal papers served on him.
Sec 36 of the Code expressly enumerates express Under Section 11 Rule 14 of the Rules of Court
powers of the Corporation some of which are really removed the term agent to receive summons. When
considered to be inherent or incidental powers, the defendant is a corporation organized under the
which means that even when not expressly granted PH law service may be made on the president,
by law they are deemed to be within the capacity of managing partner, general manager, corporate
corporate entities, such as the power to adopt and secretary, treasurer or in-house counsel. PABON
amend a set of by-laws. case no longer applies.
NO decrease shall be approved by SEC if its effect Any dissenting may exercise appraisal right in case
shall prejudice rights of the corporation’s creditors. of sale of all or substantially all of the corporate
assets or property.
No appraisal right in increase because it has the
potential effect of diluting stockholders POWER TO INVEST CORPORATE FUNDS IN
proportionate interest in the equity of corporation ANOTHER CORPORATION OR BUSINESS: it may
when approved by the BOD or Trustees and ratified
No appraisal right in decrease because it would by the stockholders representing at least 2/3 of the
result in returning part of the investment of the outstanding capital stock.
stockholders including those who dissented.
POWER TO ENTER MANAGEMENT CONTRACT:
No appraisal right on the part of the dissenting
stockholders