Incorporation and organization of private corporation

1. Test of nationality
a. Incorporation test
b. Control test filipinas de seguros v. christern hue 1951
c. Residence test
2. Grand father rule
3. Components of a corpo
a.Name of a corporation sec 18 rep planters v. ca
b. purposes
c.Incorporators
d. corporators govty v. manila railroad
e. capital stock

4. Corporate Term

a. Commencement of Corporate Existence

b. Duration – not exceeding 50 years

c. Renewable for another 50 years within 5 years prior to expiration [Alhambra Cigar vs.
Securities and Exchange Com-mission, 24 SCRA 269]
d. Extension or Shortening of Term

5. Contents of Articles of Incorporation

6. Amendment of Articles of Incorporation

Corporators are those who compose a corporation whether as a stock holder or shareholder in a stock
corporation or as a member.

Stock/share holder- stock corporation

member non stock corporation

incorporators those stock holders or members mentioned in the articles of incorporation as originally
forming and composing the corporation and who are signatories thereof.

Subscribers incorporators
Not always a natural person Always a natural person
 May not be originally forming and composing and Always is
signatory to the articles of incorporation
Not necessarily incorporators Always is necessarily an incorporator

In filipinas seguros the nationality of private corporation is determined by the character or citizenship of
its controlling stockholders,

Respondent, after paying premiums obtained policy for its goods located in binondo which were then
burned during the Japanese military occupation the salvaged goods were sold and the total lo is fixed at
92k the petitioner refused to pay on the ground that the policy ceased to be in forced on the date that
the US declared war against Germany, the respondent corporation although organized under the virtue
of ph. laws being controlled by German subjects and the petitioner being in American jd when the policy
was issued. Pay only the amount of premiums that were paid.

Republic planters bank v. CA

Defendant Shozo Yamaguchi and private respondent Fermin Canlas were President/Chief Operating
Officer and Treasurer respectively, of Worldwide Garment Manufacturing, Inc.. By virtue of Board
Resolution No.1 dated August 1, 1979, defendant Shozo Yamaguchi and private respondent Fermin
Canlas were authorized to apply for credit facilities with the petitioner Republic Planters Bank in the
forms of export advances and letters of credit/trust receipts accommodations. Petitioner bank issued
nine promissory notes, marked as Exhibits A to I inclusive, each of which were uniformly worded in
the following manner:
His contention was that inasmuch as he signed the promissory notes in his capacity as officer of the
defunct Worldwide Garment Manufacturing, Inc, he should not be held personally liable for such
authorized corporate acts that he performed.

Wn the change in the name constitute as a change in the corporation

No, Finally, the respondent Court made a grave error in holding that an amendment in a corporation's
Articles of Incorporation effecting a change of corporate name, in this case from Worldwide Garment
manufacturing Inc to Pinch Manufacturing Corporation extinguished the personality of the original
corporation.

The corporation, upon such change in its name, is in no sense a new corporation, nor the successor
of the original corporation. It is the same corporation with a different name, and its character is in no
respect changed.10

A change in the corporate name does not make a new corporation, and whether effected by special
act or under a general law, has no affect on the identity of the corporation, or on its property, rights, or
liabilities. 11

The corporation continues, as before, responsible in its new name for all debts or other liabilities which
it had previously contracted or incurred.12

As a general rule, officers or directors under the old corporate name bear no personal liability for acts
done or contracts entered into by officers of the corporation, if duly authorized. Inasmuch as such
officers acted in their capacity as agent of the old corporation and the change of name meant only the
continuation of the old juridical entity, the corporation bearing the same name is still bound by the acts
of its agents if authorized by the Board.