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    CP Outline

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    Chesca Asis
    This document outlines the course Corporate Practice. The course is intended for students interested in applying corporate law to actual corporate organizations, problems, strategies, and meetings. It focuses on the functions of in-house or internal counsel of corporations. The course covers the nature of corporations as juridical persons, corporate powers and features of the Revised Corporation Code. It also examines the roles of corporate officers such as the corporate secretary and in-house legal counsel. Finally, it discusses corporate documents, forms, and reportorial requirements.

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    CP Outline

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    Chesca Asis
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    This document outlines the course Corporate Practice. The course is intended for students interested in applying corporate law to actual corporate organizations, problems, strategies, and meetings. It focuses on the functions of in-house or internal counsel of corporations. The course covers the nature of corporations as juridical persons, corporate powers and features of the Revised Corporation Code. It also examines the roles of corporate officers such as the corporate secretary and in-house legal counsel. Finally, it discusses corporate documents, forms, and reportorial requirements.

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    This document outlines the course Corporate Practice. The course is intended for students interested in applying corporate law to actual corporate organizations, problems, strategies, and meetings. It focuses on the functions of in-house or internal counsel of corporations. The course covers the nature of corporations as juridical persons, corporate powers and features of the Revised Corporation Code. It also examines the roles of corporate officers such as the corporate secretary and in-house legal counsel. Finally, it discusses corporate documents, forms, and reportorial requirements.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    133 views4 pages

    CP Outline

    Uploaded by

    Chesca Asis
    This document outlines the course Corporate Practice. The course is intended for students interested in applying corporate law to actual corporate organizations, problems, strategies, and meetings. It focuses on the functions of in-house or internal counsel of corporations. The course covers the nature of corporations as juridical persons, corporate powers and features of the Revised Corporation Code. It also examines the roles of corporate officers such as the corporate secretary and in-house legal counsel. Finally, it discusses corporate documents, forms, and reportorial requirements.

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    Corporate Practice

    Course Outline
    Prof. Raoul Creencia

    Corporate Practice: This is intended for the student who intends to apply the knowledge of the
    corporation law to actual corporate organizations, problems, strategies, meetings preparation of
    minutes and dissolutions. It also focuses on the functions of a house or internal counsel of
    corporations.

    References: Philippine Corporation Law by Timoteo Aquino


    Corporation Law by Cesar Villanueva

    I. Introduction:

    a. Revisiting the Corporation as a juridical person

    1. Attributes
    a. Artificial being
    b. Creature of the law
    c. Right of Succession
    d. Creature of Limited Powers, Attributes and Properties

    2. Classification of Corporations
    a. Public and Private corporations
    b. Domestic and Foreign corporations
    c. De jure / De facto / Corporation by estoppel
    d. Stock and Non-stock corporations
    e. Parent and Holding company
    f. Affiliate company
    g. Parent and Subsidiary companies

    3. Corporate juridical personality


    a. Doctrine of separate juridical personality
    b. Piercing the veil of corporate fiction

    4. Corporate Powers
    a. Express
    b. Implied
    c. Incidental
    5. Salient features of the Revised Corporation Code
    a. Perpetual Term
    b. One-Person Corporation
    c. Authorized Capital Stock
    d. Reportorial requirements
    e. Compliance of Notice requirements
    f. Modes of participation in meetings

    II. In-house Counsel and Corporate Secretary

    a. Corporate Officers

    1. Power of Board to delegate authority to the Corporate Officers


    2. Appointment and removal of corporate officers
    3. Duties and Liabilities

    b. Statutory Corporate Officers

    1. President
    2. Corporate Secretary
    3. Compliance Officer
    4. Corporate Treasurer
    5. Independent Auditor

    c. Role of the Corporate Secretary

    1. Custodian of corporate records (Torres, Jr. vs. Court of Appeals [278


    SCRA 793, 1997])
    2. Functions and duties under SEC Revised Code of Corporate
    Governance;
    3. Corporate Secretary of GOCCs – “primarily confidential position”
    (Civil Service Commission v. Javier [546 SCRA 485])

    d. In-house Legal Counsel

    1. Responsibilities vis-à-vis External Counsel

    e. Compliance Officer
    III. Documents and Forms

    a. Reportorial requirements:

    1. Increase or decrease of its capital stock;


    2. Changes its line of business;
    3. Creates bonded indebtedness;
    4. Merges or consolidates with other corporations;
    5. Extends or shortens its term of existence;
    6. Increases or decreases number of directors;
    7. Ceases business operations;
    8. Dissolution.

    b. Forms:

    1. Articles of Incorporation

    i. AOI of Stock Corporation


    ii. AOI of Non-Stock Corporation
    iii. AOI of OPC

    2. By-Laws of Stock and Non-Stock Corporations

    3. Treasurer’s Affidavit

    4. Notice of Shareholders’ Meeting

    5. Notice of Regular Board Meeting

    6. Minutes of Shareholders’ Meeting

    7. Minutes of Board Meeting

    8. Secretary’s Certificate

    9. Forms related to Increase of Authorized Capital Stock

    10. Forms related to Corporate Dissolution

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