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connected therewith
CORPORATION
- An artificial being created by A. CONSEQUENCES
operation of law that enjoys the - It may bring a right of action in its
right to succession and its powers, own name as a natural person
attributes, and properties are - A corporation is not made to answer
authorized by law and incident to its for the liabilities of its stockholders
existence and vice versa
- The properties acquired by the
HISTORICAL BACKGROUND corporation are the properties of the
- Batas Pambansa Blg. 68 t ook effect corporation and N OT of its
on May 1, 1980 stockholders or members
- Was C abinet Bill No. 3, this bill is - Court jurisdiction may be made by
intended to replace Act No. 1459 president, general manager,
- Replaces Act No. 1459 or corporate secretary, treasurer on
Corporation Law, enacted on March in-house counsel
1, 1906 by the Philippine - The changes in membership d oes
Commission and took effect on April not a ffect the corporation
1, 1906 - Constitutional rights: Due process,
- Seeks to establish a new concept of equal protection, protection against
business corporations, n ot merely unreasonable searches and seizures,
as entities for private gain but right against self-incrimination
effective partners of the National *A natural person is a legal entity by birth while
Gov’t in spreading the benefits of an artificial person becomes a legal entity once it
Capitalism* is incorporated.
*Capitalism is an economic system in which the
country’s trade and industry are owned by - Not entitled to moral damages
private persons because it has no feelings, senses,
and emotions
ATTRIBUTES - Liable for torts when committed by
- An artificial being an officer or agent consented by its
- Created by operation of law stockholders or members as the
- Enjoys the right to succession body and directors are the
- Its powers, attributes, and governing body
properties expressly authorized by *torts are wrongful acts resulting to civil legal
law or incident to its existence liability
- Cannot be liable for crimes unless by
ARTIFICIAL BEING WITH SEPARATE
express provision of law. The
PERSONALITY
responsible officers will be criminally
- Is a juridical person apart from its
liable
individual stockholders or members
PIERCING THE CORPORATE VEIL b. Private - profit-making functions
- A lawful legal entity
- When used for fraud and other As to governing law
unlawful acts, its corporate veil or a. Public - Special Laws or Local
fiction will be disregarded and its Government Code
individuals will be treated the same b. Private - Law on Private
- Power of the court Corporations
- Liability will be a ttached to its As to legal status
stockholders or members a. De jure - complied with the
- Aims to protect innocent third requirements
person dealing with the b. De facto - did not comply
corporation c. Corporation by estoppel - group of
- In cases where officers fail to fulfill persons that assumes to act as a
personal obligations, they could be corporation knowing it to be without
liable for such by piercing the authority and enters into a
corporate veil transaction with a third person on
the strength of its appearance.
LIMITED CAPACITY Cannot deny its existence.
- No corporation shall exercise any d. Corporation by prescription -
corporation power unless it has without inference of the sovereign
Articles of Incorporation, implied by i.e. Roman Catholic Church
express powers and is incidental to As to the existence of stocks
the exercise of such powers, a. Stock corp - capital stock divided
conferred by law into shares and is authorized to
distribute to holders
INSTRUMENTALITY OR ALTER EGO *not a stock corp if there is no division of
RULE retained earnings
- When a corporation was made as b. Non-stock - does not issue stock
an instrument of another, its As to the laws of incorporation
corporate fiction m ay be a. Domestic - created under the
disregarded Philippine laws
- Control complete dominion so that b. Foreign - created under any other
the corporate entity has no will laws and allows Filipinos to do
- Such control is used for fraud business in its country
- The control causes injury As to whether they are open to the public or
not
KINDS OR CLASSIFICATIONS a. Open - open to whoever may wish
As to organizers to be a stockholder or member
a. Public - by State only b. Close - private; limited no. of
b. Private - by private persons persons
As to functions As to relationship of management and
a. Public - government of a portion of control
the State
a. Holding - controls another as a d. Issuance by SEC
subsidiary and holds its stocks for 3. Formal organization and
the purpose of control commencement of the transaction of
b. Subsidiary - under the holding or business
parent corporation a. Adoption of By-Laws and
c. Affiliate - owning or being owned by filing of the same with SEC
common management b. Election of BOD
d. Parent and subsidiary - controlling c. Establishment of principal
financial interest, parent corp holds office
and others as subsidiary d. Providing for subscription
As to number of persons who composes and payment of capital stock
them
a. Aggregate - one or more
b. Corporation sole - one
As to whether they are for religious
purposes or not
a. Ecclesiastical
b. Lay
As to whether they are for charitable
purposes or not
a. Eleemosynary
b. Civil - for profit
CORPORATION BY ESTOPPEL
- Estopped from denying what was
stated as true
- Has no real existence in law
- Responsible persons shall be liable
as general partners
- A third party knowing of
non-authority may be prohibited to
deny its existence
FORMATION OF PRIVATE
CORPORATIONS
1. Promotion - promoter takes initiative
in founding the business
2. Incorporation
a. Drafting of the Articles of
Incorporation
b. Filing with the Securities and
Exchange Commission
c. Payment of filing