Scribd Logo
Upload

Welcome to Scribd!

  • 59 views

    Corporation Law Lecture Notes 1

    Uploaded by

    Anthony Tamayosa Del Ayre
    The document discusses different types of business entities under Philippine law such as sole proprietorships, partnerships, and corporations. It notes that corporations are governed by law and have a distinct legal personality separate from their members or stockholders. The document also discusses the theories of the corporation as a legal fiction created by the state and the theory of enterprise entity, which views a corporation as an entity created by individuals. It outlines the relationship between the state and corporations, noting corporations exist to protect public welfare and are governed by their articles of incorporation and the law.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    Corporation Law Lecture Notes 1

    Uploaded by

    Anthony Tamayosa Del Ayre
    59 views2 pages
    The document discusses different types of business entities under Philippine law such as sole proprietorships, partnerships, and corporations. It notes that corporations are governed by law and have a distinct legal personality separate from their members or stockholders. The document also discusses the theories of the corporation as a legal fiction created by the state and the theory of enterprise entity, which views a corporation as an entity created by individuals. It outlines the relationship between the state and corporations, noting corporations exist to protect public welfare and are governed by their articles of incorporation and the law.

    Original Description:

    123

    Copyright

    © © All Rights Reserved

    Available Formats

    DOCX, PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    The document discusses different types of business entities under Philippine law such as sole proprietorships, partnerships, and corporations. It notes that corporations are governed by law and have a distinct legal personality separate from their members or stockholders. The document also discusses the theories of the corporation as a legal fiction created by the state and the theory of enterprise entity, which views a corporation as an entity created by individuals. It outlines the relationship between the state and corporations, noting corporations exist to protect public welfare and are governed by their articles of incorporation and the law.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    59 views2 pages

    Corporation Law Lecture Notes 1

    Uploaded by

    Anthony Tamayosa Del Ayre
    The document discusses different types of business entities under Philippine law such as sole proprietorships, partnerships, and corporations. It notes that corporations are governed by law and have a distinct legal personality separate from their members or stockholders. The document also discusses the theories of the corporation as a legal fiction created by the state and the theory of enterprise entity, which views a corporation as an entity created by individuals. It outlines the relationship between the state and corporations, noting corporations exist to protect public welfare and are governed by their articles of incorporation and the law.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    Corporation

    3- commercial vehicles

    Sole proprietorship[

    Corpo

    Partnership

    Corpo govern – established by the implementing law

    - RA 11232
    - Villanueva

    Started during Spanish code of commerce

    It introduce diff types of business vehicles

    Sociedad anonima – Its just like apartnership in a sense that you have to execute a public instrument
    and the introduction or contribution of funds

    Partnership requires no formalities except when real property is concerned, Sociedad anonima requires
    such public instrument.

    Sociedad Anonima was shortlived

    Corpo law was established.

    Benguet – lesson

    - Whenever it tries to limit the powers

    Corporation

    - Stockholders are owners of the corp. but it does not mean that the properties, assets, liabilities
    are not the stockholder’s
    - This is under corporate juridical personality
    Corporate juridical personality

    - Coporation has distinct juridical personality from its members, stockholders

    Business Judgement Rule

    - Research

    Theory of enterprise entity

    - A Corporation is not Legal fiction alone


    - Its not all about the state granting the privilege
    - Lets say that a corporation was created by law. If a corporation was created but it was created
    by individuals with an evil intent to defraud the public. They were trying to use the corporate
    fiction for evil. If that happens the court will disregard the corporate personality. They will
    pierce the corporate veil.
    - IF a corporation was not created but the people tried to say that there was a corporation. They
    did not incorporate under the law. There was really no corporation to begin. What will happen
    in theory of enterprise entity, the court will erect a corporation even if there was not.
    - A corporation is composed by the people and considering that they are composed by people,
    the court may disregard or erect a corporation if circumstance requires it.

    Relationship

    1. State and corporation


    - Is there in order to guard public welfare
    - The state and the corporation relationship is governed by law and its articles of incorporation
    - AOI is an agreement by the corporation and the state.
    - The point there is that a corporation cannot violate its own primary franchise
    - Pag may violation outside primary franchise, then that is actionable by the state. Either by fines
    or revocation of its authority to exist.

    You might also like