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

It is created by operation of law It has the right of succession It is an artificial being with separate and distinct personality It has powers, attributes and properties expressly authorized by law or incident to its existence

incorporators Corporators Stockholders and members Board of directors or trustees Corporate officers Promoters

It means that a corporation is treated as a separate legal entity, distinct from its stockholders, members, directors, trustees, and officers.

A corporation is created by filing Articles of Incorporation and By-Laws with the Securities and Exchange Commission (SEC). If the documents comply with legal requirements, the SEC issues a Certificate of Incorporation public corporation are created by special law

corporation's liability can't be a liability of it's stockholders and vice versa. the liability of stockholders is only upto it's unpaid subscription capital.

DE JURE- is properly incorporated according to legal requirement DE FACTO- has some flaws in its incorporation but operates as if it were a legitimate corporation.

The SEC is responsible for reviewing and approving the Articles of Incorporation and By-Laws. Upon approval, it issues the Certificate of Incorporation, which marks the official existence of the corporation.

Yes, foreigners can own all the shares in a corporation, except for fully or partly nationalized corporations.

Partnership is created by mere agreement while the corporation is created by Operation of law

simply means the rule of action that adopted by the corporation for it's own government and of the individuals composing it. By-laws are relatively permanent and continuing rules of action adopted by the corporation for its own government and that of the individuals composing it.

As to the Corporation and its components - binding not only upon the corporation, but also on its stockholders, members, and those having direction, management and control of its affairs. As to Third Persons - not binding unless there is actual knowledge. Third persons are not even bound to investigate the contents because they are not bound to know the By-laws which are merely provisions for the government of a corporation and notice to them will not be presumed.

Express Powers - those expressly authorized by the RCCP, other laws, and its Articles of Incorporation Implied Powers - those that can be inferred from or necessary for the exercise of express powers. Incidental Powers - those that ate incidental to the existence of the corporation.

An Ultra Vires Act is one committed outside the object of which a corporation is created as defined by the law of its organization.

executed contract courts will not set aside or interfere with such contracts. executory contracts no enforcement even at the suit of either party (void and unenforceable) part executed and part executory - principle against unjust enrichment shall apply.

Under Sec. 22 of the RCCP, the board of directors or trustees shall exercise the corporate powers, conduct all business, and control all properties of the corporation.

Board of Directors alone - for cash and property dividends Board of Directors with the approval of stockholders representing not less than ⅔ of outstanding capital - for stock dividends distribution

those directly responsible for or involved in the criminal act can be held accountable

Straight Voting — every stockholder "may vote such number of shares for as many persons as there are directors" to be elected . Cumulative Voting for One Candidate - a stockholder is allowed to concentrate his votes and "give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal." Cumulative Voting by Distribution — a stockholder may distribute his votes among as many candidates as he shall see fit.

when a director's self-interest conflicts with the interests of the corporation

(1) Corporation is financially able to undertake; (2) From its nature, it is in line with the corporation's business; and (3) It is one in which the corporation has an interest or a reasonable expectancy.

GENERAL RULE - If a director, by virtue of such office, seizes a business opportunity which should belong to the corporation thereby obtaining profits to the prejudice of the corporation, he must account and refund to the corporation all the profits. EXCEPTION - The contract or act may be ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock (Ibid.).

Trust Fund Doctrine provides that the capital stock, property and other assets of a corporation are regarded as equity in trust for the payment of corporate creditor.

When the corporation releases or condones payment of the unpaid subscription. When there is payment of dividends without unrestricted retained earnings. When properties are transferred in fraud of creditors. When a corporation sells assets or favors certain creditors while being insolvent.

Any contract for the acquisition of unissued stock in an existing corporation or a corporation still to be formed.

(1) enters into a subscription contract with an existing corporation (2) purchases treasury shares from the corporation; or (3) acquires shares from existing shareholders by sale or any other contract, or through other modes of acquiring ownership like succession.

1) Pre-incorporation subscription - entered into before the incorporation and irrevocable for a period of at least six (6) months from the date of subscription 2) Post-incorporation subscription - entered into after incorporation.

Shares of Stocks are the interest or right which an owner has in the management of the corporation, and its surplus profits, and, on dissolution, in all of its assets remaining after the payment of its debt.

Common shares- the most common type of shares which enjoy no preference. Preferred shares- These shares have a par value and receive priority in dividends and asset distribution upon liquidation, or other preferences stated in the Articles of Incorporation (Sec. 6, RCCP). Redeemable shares- These shares can be bought back by the corporation after a set period, regardless of whether there are unrestricted retained earnings (Sec. 8, RCCP). Treasury shares-These are shares that have been issued, fully paid, and then reacquired by the issuing corporation through purchase, donation, redemption, or other lawful means (Sec. 9, RCCP). Par value and no-par value shares- Par value shares have a nominal value specified on the certificate, while no-par value shares do not. Founders' shares- These are shares with special rights or privileges as stated in the Articles of Incorporation, including exclusive voting rights, which are limited to five years from the SEC certificate issuance date (Sec. 7, RCCP). Escrow shares-These are shares held by a third party under an agreement until certain conditions are met, with the beneficiary not being a stockholder until those conditions are fulfilled. Non-voting shares- Only preferred or redeemable shares may be non-voting, as common shares cannot be non-voting (1984 Bar).

A person who is independent of management and free from any conflicts that could affect their judgment as a director.

1.Where no foreign stockholder is allowed: (i) Mass Media, except recording (ii) Retail trade enterprises with paid- up capital of less than US$2.5 Million (iii) Private security agencies (iv) Small-scale mining (v) Utilization of natural resources (vi) Cockpits (vii) Manufacture, repair, stockpiling and/ or distribution of nuclear weapons (viii) Manufacture of firecrackers and other Pyrotechnic devices 2) Up to twenty percent (20%) foreign equity. Private radio communications network 3)Up to twenty-five percent (25%) foreign equity (i) Private recruitment, whether for local or overseas, employment (ii) Construction and repair o locally funded works (iii) Construction of defense-related structures 4)Up to forty percent (40%) foreign equity (i) Exploration, development and utilization of natural resources (ii) Realty companies and other corporations that own private land. Lease is not, how- ever covered. (iii) Operation and management of public utilities (iv) Culture, production, milling, processing, trading except retail of rice and corn and by- products (v) Adjustment companies (vi) Sauna and steam bath houses, massage clinics, and similar activities (vii) Domestic market enterprises with paid-in capital stock of less than US$200,000.00. However, the threshold paid-in capital is US$100,000.00 if enterprise involves advanced technology or they employ at least 50 direct employees Thus, a corporation can be 100% owned by foreigners if it is engaged entirely in export (2013 Bar). 5)Up to sixty percent (60%) foreign equity (i) Financing companies (ii) Investment houses

a) As to organizers: 1) Public - 2)Private- b) As to functions: 1)Public- 2)Private- c) As to functions: 1)Public- 2)Private- c) As to functions: 1)De jure corporation- 2)De facto corporation- f) Corporation by prescription g) As to existence of stocks: 1) Stock corporation- 2) Non-stock corporation- h) As to laws of incorporation: 1) Domestic corporation- 2) Foreign Corporation- i) As to the number of components: 1) Corporation Aggregate - 2) Corporation Sole - 3) One Person Corporation - j) Other Corporations: 1) Close Corporation - ) Special Corporations l) Real Estate Investment Trust (REIT)

(i) approval of action requiring concurrence of stockholders; (ii) filling of vacancies in the board; (iii) adoption, amendment or repeal of by-laws; (iv) amendment or repeal of board resolution which by its express terms cannot be amended or repealed; and (v) distribution of cash dividends to stockholders;

There is an interlocking director in a corporation when one (or some or all) of the directors in one corporation is (or are) a director(s) in another corporation; If the interests of the interlocking director in the corporations are both substantial (stockholdings exceed 20% of Outstanding Capital Stock);

if represented by a certificate, the following must be strictly complied with: (1) delivery of the certificate; (2) indorsement by the owner or his agent; (3) to be valid as to third parties, the transfer must be recorded in the books of the corporation If NOT represented by the certificate (1)by means of a deed of assignment, and (2)such is duly recorded in the books of the corporation;

mus be consistent with the RCCP, other pertinent laws and regulations. must be consistent with the AOI. Hence, in case of conflict, the Articles of Incorporation prevails. It must be reasonable and not arbitrary or oppressive. It must not disturb vested rights, impair contract or property rights of stockholders or members or create obligations unknown to law In the case of any special corporations govemed by special laws, the By-laws or any amendment thereto shall not be accepted by the SEC unless accompanied by a certificate of the appropriate government agency to the effect that such by-laws or amendments are in accordance with law.

The provision of self-dealing Directors covers contracts between the corporation and (1) a director or trustee; or (2) officer; or (3) their spouses; or (4) relatives within the fourth civil degree of consanguinity or affinity. GENERAL RULE: The contract is voidable at the option of the corporation. WHEN VALID: The contract with self-dealing director, trustee, officer or their covered relatives is valid if the following conditions are present (Sec. 31, RCCP; 1996 and 2002 Bar): (1) The presence of the director or trustee in the board meeting in which the contract was approved was not necessary to constitute a quorum for such meeting; (2) The vote of such director or trustee was not necessary for the approval of the contract; (3) The contract is fair and reasonable under the circumstances; (4) In case of corporations vested with public interest, material contracts are approved by at least two-thirds (2/3) of the entire membership of the board, with at least a majority of the independent directors voting to approve the material contract; and (5) In case of an officer, the contract has been previously authorized by the board of directors. EXCEPTIONS: Where any of the first two (2) conditions set forth above is absent (presence and vote during the meeting is not necessary), in the case of a contract with a director or trustee, such contract may be ratified by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or of at least two-thirds (2/3) of the members in a meeting called for the purpose. IT IS HOWEVER REQUIRED THAT: (1) there is full disclosure of the adverse interest of the director or trustee involved at such meeting and; (2) the contract is fair NOTE: Although that last paragraph of Section 31 of the RCCP covers situations where any of the first three (3) conditions is absent (instead of the first two), the third condition cannot be dispensed with as reflected in the last phrase of the last paragraph of Section 3;

No, an attachment or mortgage of shares of stock need not be registered in the corporation’s stock and transfer books in as much as a chattel mortgage over shares of stock does not involve “transfers of shares” and that only absolute transfers of shares of stock are required to be recorded in the corporation’s stock and transfer book in order to have “force and effect as against third persons” (Chemphil Export and Import Corp. v. CA. G.R. Nos. 112438-39 December 12, 1995).

An appraisal right allows a stockholder who disagrees with major changes in a company to withdraw and demand payment for the fair value of their shares. It is exercised after voting against significant corporate actions that change the company's structure.

In a consolidation, a new corporation (the consolidated corporation) is created, and the existence of all the constituent corporations ceases, unlike in a merger where one corporation survives.

A voting trust can last for up to five years, but if it’s established as a requirement for a loan agreement, it may extend beyond that duration, automatically expiring upon full payment of the loan.

Section 76 of the RCCP requires that a merger or consolidation plan be approved by a majority vote of each corporation's Board and by at least two-thirds (2/3) of the outstanding stockholders or members for non-stock corporations.

A delinquent stockholder loses voting rights and representation, but may still receive dividends, while their stocks could be sold in a delinquency sale.

The term unpaid claim refers to any unpaid subscription, and not to any indebtedness which a subscriber or stockholder may owe the corporation arising from any other transaction

A foreign company is considered "doing business" in the Philippines if it engages in commercial activities within the country or controls a local distributor.

Dissolution means the extinguishment of the franchise of a corporation and the termination of its corporate existence