RFBT- Various notes

Revise Corporation Code

Related party transaction:

- within 4th degree of consanguinity is considered as VOIDABLE.
Except:
1. The presence of such BOD/T is not necessary to constitute a quorum
2. Not necessary to approve the contract
3. The contract is fair and reasonable
4. If Corporation vested with PI, must be approved by at least MAJORITY OF THE INDEPENDENT
DIRECTORS (20%) voting to approve the material contract
5. In case of Officer, must have been previously authorized by the BOD

further: if ge ratified at least 2/3 of OCS in a meeting called for a purpose

Power to extend or shortened corporate term

- approved by the majority vote of the BOD/T
-Ratified by at least 2/3 of the OCS
Power to Increase/decrease Capital Stock , create/increase bonded indebtedness
GR: not allowed
except: Approved by the Majority vote of the Board and 2/3 of OCS
M+2/3
Sale or disposition of asset
-Sell, lease , exchange, mortgage, pledge or otherwise dispose of its property or asset
Required vote: Majority vote of its directors,

Sale of substantially all of the corporations properties or asset.

- Must be authorized by:
1. 2/3 of OCS/members
Treasury Shares
- Allowed mag purchase ug TS, provided nay sufficient URE to cover such TS.
- Dapat nay ;legitimate purpose/s:
a. To eliminate fractional shares
b. Collect or compromise an indebtedness
c. To pay to dissenting or withdrawing Sh entitled to payment
- Walay voting rights ang TS
Power to enter management contract
GR: dili pwedi
Except: approved by BOD and majority of SH ocs.

Meetings:

Regular Meeting:
- Annualy at the date fixed in the BL
- If not fixed in BL (on April 15 onwards
 - Dapat nmag send ug notice of regular meeting to all SH/members of record through electronic
mail

Place of Regular meeting

1. Principal office
2. City or municipality where the principal office is located
Quorum in a meeting
Majority of the SH/members owning OCS

One Person corporation

1. Not required to file BL
a. Within 15 days from the date of issuance of the certificate of incorporation. Dapat mag
assign ug:
a. Treasurer, corporate secretary and other officer necessary
b. Dapat mag inform sa commission within 5days from the said appointment
2. A single stockholder who is likewise the self- appointed treasurer of the corporation, shall give a
bond to the Commission in such a sum as may be required:
3. Provided, That, the said stockholder/treasurer shall undertake in writing to faithfully administer
the One Person Corporation’s funds to be received as treasurer, and to disburse and invest the
same according to the articles of incorporation as approved by the Commission.
4. The bond shall be renewed every two (2) years or as often as may be required.
5. Reportorial FRequirements
a. AFS
b. If less than 600T. fs shall be certified under oath by the corporate treasurer and
president
Dissolution of a corporation
- If wlay affected na creditors may pwedi ra thru majority vote of the BOD and a resolution
adopted by the majority of OCS

PDIC.

- To protect the depositing public and promote financial stability.

- Attached agency of Department of Finance
- Maximum insurance 500t per depositor

Functions of PDIC
1. Insurance
2. Assessment
3. Bank examination
4. Bank rehabilitation
5. Receivership of closed bank
6. Liquidation of closed bank
Requirements for claims

Not required to file deposit insurance claims

1. Depositor with valid deposit account with balance of 100k and below.
Provided,
a. Walay obligation sa closed bank
b. Not acted as co-makers of these obligations or not spouses of the borrower
2. Nay complete mailing address
3. Dili pang business entities ang account

 Mag send lang sila ug postal money as payment for the insurance.

When claims filed?

During the onsite claims settlement operation period.

 Naa lay 2years si depositor to file claims after PDIC’s takeover.

Composition of the Board

Secretary of Finance : ex-officio chairperson of the board without compensation

Governor of BSP: ex-officio member of the board without compensation
President of PDIC: appointed by the president of the PH (vice chairman)
4 members from the public sector: appointed by the president of the PH

Term of office: 6 years

Qualifications:

1. Must be 35 years old

2. If appointe na as member of the board dili na pwedi mag work sa any insured banks.

BANKING LAWS: GENERAL BANKING LAW (RA 7653)

BSP
- States central money authority
- Responsible for administering the monetary , banking and credit system
- Granted to supervised and examination of banks and non-banks financial institutions
Salient consideration of the creation of BSP
- Independent central money authority
- Its capital shall be 50M to be fully subscribed by the Philippine government.
- 10M shall be fully paid upon 2 years from the effectivity of this Act.
Responsibilities
 - Provide policy directions in the areas of money, banking and credit
- To supervise bank operation
- Regulate operation of finance companies and non-banks financial institutions
performing quasi-banking functions.
Primary objectives:
1. Maintain price stability conducive to a balanced and sustainable growth of the
economy
2. Promote and maintain monetary stability and the convertability of the peso.
Monetary Board
- The body thru which the powers and functions of the BSP are exercised.
3 levels of rehabilitation
1. Conservatorship
2. Receivership
3. Liquidation

Receiver
- One appointed if the bank is already insolvent

Law on Partnership

 It is a contract whereby two or more persons bind themselves to contribute money,

property, or industry to a common fund, with the intention of dividing the profits among
themselves, or in order to exercise a profession. (See Art. 1767).
 Fiduciary relationship

Requisites of the existence:

1. Intention to create a partnership
2. Common fund obtained from the contributions
3. Joint interest in the profits.

Note: all must be present

Characteristics of a contract:
1. Consensual: perfected by mere consent
2. Bilateral or multi-lateral: entered into by two or more person
3. Nominate: designated a specific name
4. Principal: not dependent on other contract
5. Onerous: need mag contribute
6. Preparatory:
Formalities
General Rule: No form is required, pwedi mag buhat ug partnership even orally.
Exception:
 Real Properties/rights : must be in a PUBLIC INTRUMENTS. (inventory of the immovables
must be attached to the PI), otherwise void

Limited Partnership:
 Naa dapat atleast 1 general partner.
 General partner kay liable beyond his contribution
 Limited partner is only liable up to the extent of his contribution.
 Dili pwedi na limited partner tanan, if nag padayun ma consider as general partnership.

Formalities need for the creation of Partnership.

Personal Property
- Less than 3000 : may be oral
- More than 3000: must be in a public instrument and registered in SEC
Real Property: must be in Public instrument, regardless of the amount. ( with an attached
inventory)

Note:
1. dapat e register sa registry of deeds to be effective against third party.
2. Future property cant be included in a universal partnership of all present property even if
stipulated. However, ang fruits may be included as long as stipulated.

What if the managing partner collects a credit? (nay utang sa iya ug sa partnership)
Ans: dapat e applied to both credit in pro rata.

Distribution of profits:
1. Agreement
2. Capital Constribution

Distribution of Losses:
1. Agreement
2. Profit agreement (if not stipulated)
3. Contribution

Note: dili pwedi e stipulate na exempted sa share sa profit or loss ang any partner. Thus null
and void.
Exception: Industrial partner- excempted from losses.

 Capitalist partner may engage in any business, as long as dili same sa partnership.
 Industrial partner is not allowed to engageg in any business.
Order of payment of liability
1. Creditors
2. Capital
3. Profits
Note: limited partnership ca

COOPERATIVES RA 9520: FEBRUARY 17,2009

 Required and 25% subscribed, 25%paid rule same sa old corporation code. And the paid
up capital should be => 15000.
 Cooperatives acquired juridical personality upon issuance of the certificate of
registration.
Amendment of AOC and BL
- 2/3 vote of all members with voting rights.
Merger and consolidation
- ¾ of members with vr.

Membership
Types of members:
1. Regular members:
- complied all the membership requirements
2. Associate:
- no right to vote or be voted
Laboratoty Cooperatives
Cooperatives organized by the minors

 Government officers or employees are not allowed tot have any position in a
cooperative
 Members are liable upto their capital contribution.

Composition and term of office of BOD

- 5-15 members elected by the GA
Term of Office
- 2 years until a successor are duly elected.
Function
-direction and management of affairs.

Powers of the BOD

- Strategic planning, direction setting and policy formulation

 The cooperative may, by resolution of its board of directors, admit as directors, or

committee member one appointed by any financing institution from which the
 cooperative received financial assistance solely to provide technical knowledge not
available within its membership. Such director or committee member not be a member of
the cooperative and shall have no powers, rights, nor responsibilities except to provided
technical assistance as required by the cooperative.
 The members of the board of directors shall not hold any other position directly involved
in the day to day operation and management of the cooperative.

Meeting of BOD.

Regular Meeting: at least once a month

Special Meeting: any time pag magpatawag ang chairman or majority of the board
Dapat nay written notice specifying the agenda at least 1 week before
the
Special meeting.

 A majority of the members of the Board shall constitute a quorum or the conduct of
business, unless the bylaws proved otherwise
 Directors cannot attend or vote by proxy at board meetings
 The accountant or the bookkeeper of the cooperative shall be responsible for the
maintenance of the cooperative in accordance with generally accepted accounting
practices. He shall also be responsible for the production of the same at the time of
audit or inspection.
 The audit committee shall be responsible for the continuous and periodic review of
the books and records of account to ensure that these are in accordance with
generally accepted accounting practices. He shall also be responsible for the production
of the same at the time of audit or inspection.

Art. 60 Tax treatment

- Tax exempt as long as walay transaction with non-members

Tax exemption for non-members:

1. Cooperatives with accumulated reserves and undivided net savings of 10M

a. Exempt
2. More than 10M
a. Income Tax: on amount allocated for interest on capitals
b. Vat: Transaction with non-members (not own produce tax)
 All cooperatives regardless of accumulated reserves and undivided net savings shall be
exempt from payment of local taxes and taxes on transaction with banks and
insurance companies.
 For those areas na walay notary public, pwedi ang judge ang mag notarized free of
charge. Amount should not exceed 500T.( acknoweldegement of AOC and instruments
of loan)
  Any registry of deeds should accept registration relative to a loan not exceeding 250T.
Free of charge.


Source of capital

a. Members share capital

b. Loans and borrowings including deposit
c. Revolving capital
d. Subsidies, donations, legacies (upon dissolution , subject for escheat).

 No member of primary cooperatives shall hold more than 10 %

 If mamatay ang holder, ang ma transfer should not be more than 10% of the share
capital of the cooperatives.
 If mulampas ug 10% ang share capital: bayaran sa coop ang excess ( if ge admit ang heir
sa coop)
Assignment of share capital contribution or interest

General rule: dili allowed

Exception:
1. 1 year pa ang holding period sa shares
2. The assignment is made to the cooperatives or to member
3. Ge approved sa board of directors ang assignment

Art 76. Share

Refers to a unit of capital in a primary cooperatives the par value of which may be fixed
to any figure not more than 1000.

Art 78. Investment of capital

Cooperatives may invest their capital in the ff:

a. In shares or debentures or securities of any other cooperatives

b. Any reputable bank in the locality, or any cooperative
c. In securities issued or guaranteed by the government
d. In real state primarily for the use of the cooperatives or its members
e. Any other manner authorized in the bylaws
Art. 83 Right to examine
- Members have the right to examine the records during reasonable hours.
- Deman din writing for such records, free of chare except cost of production.
- If refuse to have a copy, the officer is liable for damages and shall be guilty of an offense
punishable under Art 140 of this code.
Allocation and distribution of net surplus

Art. 85 Net surplus

Art. 86 Distribution of NS
1. At least 10% reserve fund
a. Dapat in the first 5 years of operation after registration, this amount should
not be less than 50% of the NS
2. Educational and Training: not more than 10%
a. 50 % should be spent for education and training
b. 50% should be remitted to a union or federation chosen by the cooperative
3. Community development fund: 3% of NS
4. Optional Fund: max of 7%
5. Excess surplus shall be distributed to members in the form of interest on share
capital not to exceed the normal rate of return of investment and patronage refund.

Type and categories of cooperatives

1. Credit cooperatives
- Promotes and undertakes savings and lendings
- Generates common pool
2. Consumer
- Procure and distribute commodities
3. Producers
- Agricultural or industrial
- Production and processing of raw materials or goods
4. Marketing
- Supply of production input to members and their market
5. Service cooperative
- Medical and dental, hospitalization etc
6. Multipurpose
- Combines two or more of business activities of different types of cooperataives
7. Advocacy
- Primary cooperatives that promotes and advocate cooperativism
8. Agrarian reform
- For marginal farmers
9. Cooperative banks
- To provide wide range of financial service to coop and its members
10. Dairy Coop
- Production of fresh milk
11. Educational Cooperative
- Owning and operating licensed educational institutions
12. Electric Cooperatoves
 - Power generations, utilizing enewable energy sources, etc.
13. Financial Service
- Engaging in savings and credit and other financial services

Categories of cooperatives

1. Primary: members are natural person

2. Secondary: members are primary
3. Tertiary: members are secondary

OBLIGATIONS AND CONTRACTS:

2 kinds of quasi- contract

1. Solution Indebiti: payment by mistake
- Ibalik ang dili imuha 😊

2. Negotiorium gestio: unauthorized management

- Pwedi mag pa reimbursed sa nagasto