charitable, religious, educational, professional, cultural

member entitled to one vote cannot transfer membership exception: AOI and By laws

non stock corporation -terminate according to AOI property rights involved - lien - nonpayment of dues ground for suspension or termination notice - reasonable notice effect of death - personal and non transferable - not counted in quorum

GR: cannot be converted with mere amendment of AOi EXCEPTION: members dissolve Non stock corp and organize stock corp for Stock corp: can be converted with mere amendment

1. creditors 2. givers 3. assets no condition to return will be given to organizations engaged in similar activities 4. assets shall be distributed to members

corporation sole- special form of corporation that associated with clergy and consist of one person and his successor religious societies- formed by religious society afer getting 2/3 approval of its members

Gr: no nationality nationalization laws purose: nationality of members

corporation with single stockholder

1. banks and quasi banks 2. natural person licensed to exercise a profession 3. foreign individual may form an opc subject to capital requirements

not required to file by laws but instead AOI

SH right to subribe to all issued and disposition of shares of any class in proportionate with hus present stockholdings

shares issued is to comply with laws required minmum stock ownership share issued is in GF for property needed for corporate purposes shares issued in payent of previously contracted debts denied in aoi if one SH declined his right the other SH cannot invoke such right of the SH

non- voting preferred or redeemable shares fractional treasury deliquent transfer of stock not registered in the stock and transfer books

SH right to withdraw and demand payment of the FV of his shares after dissenting from certain corporate acts

extension or reduction of corporate term change in right of SH corporation authorized the board to invent corporate funds in another business sell of all or substantially all of assets of the corporation

sh withdraw demands. consent of corp is necessary proposed action is abandoned or rescinded sec disapproves the action failure to make demand within 30 days transfer of the shares by dissenting sh failure to submit stock certificate within 10 days from demand

extrajudicial sale at public auction judicial action collection from cash cash dividends and withholding of stock dividends

merger- absorbs consolidation- new existence

one corporation acquires all or substantially all the properties of another corp in exhange of share of stock of the acquiring corp

extinguishment and the termination of corporate existence

voluntary dissolution involuntary dissolution shortening corporate term - amendment of AOI involuntary dissolution - File verified complaint with SEC revocation

1. delivery to the assignee 2. recommendation of the original SH 3. recorded in the books of corp

DVRPIFRIS

UICWDL

derivative individual representative

stockholders at the time the action has occured and been filed SH exerted all efforts the same with particularly in the complaint to exhaustt all remedies available under the AOI, BL to obtain relief he desired no appraisal rights available suit is not nuance corporation is impleaded plaintiff

deliquent non voting

declaration of BOD to demand pmt to the due unpaid subscription

officer designated in the BL BOD or trustee if no one assigned SH can tell SEC if no person authorized or person authorized refuses

removal of director

an agreement between shareholders to grant the trustee their rights in equity as a shareholder. not exceeding 5 years.

exercise at reasonable hrs on reasonable days not improperly used any info he secured through previous examination demand is made inGF and for legitimate purpose

banks, insurance, building & loan association, trust com, public utilities, educational institution

process by which the assets of the corporation are converted into cash for pmt of obligation

bod trustee to whom the properties are conveyed management committee appointed by courts

actual performance of specific commercial actswithin territory of PH

activity not creating profits import goods from ph exporter without opening an office exports products without doing any specific commercial acts appointment of distributir in ph not sufficient unless it is under full control of FC

soliciting orders, service contracts annd opening offices appointing rep, distributir doniciled in ph or who stays 180 days or more participate in management or control of any domestic business or corp in PH Act that imply continuity of comnercial dealings

mere investment a nominee officer to represet interest appointing representative that transact budiness in its own name

designate resident agent agreement that if it ceases to transact business summons shall be served with SEC oath of reciprocity

state that the no. of SH shall not exceed 20 must contain restrictions on the transfer of issued stock stocks cannot be listed in stock exchange nor publicley offer

mining oil comp stock exchanges banks insurance public utilities educational institution other corp declared to be vested with public interest

shall extend to all stocks to be issued including re issuance of treasury shares

irreconcilable dispute among shareholders and directore

examination of books supervision of activities enforcement of compliance imposition of sanctions

deed of assignment records of books