1. Non-Stock Corporation --- LUNG CENTER vs. QUEZON CITY, GR No.

144104, 29 June
2004.

Petitioner is a non-stock, non-profit entity established by virtue of PD No. 1823, The

petitioner accepts paying and non-paying patients. It also renders medical services to out-
patients, both paying and non-paying. Aside from its income from paying patients, the petitioner
receives annual subsidies from the government.seeks exemption from real property taxes when
the City Assessor issued Tax Declarations for the land and the hospital building. Petitioner
predicted on its claim that it is a charitable institution. The request was denied, and a petition
hereafter filed before the Local Board of Assessment Appeals of Quezon City (QC-LBAA) for
reversal of the resolution of the City Assessor. Petitioner alleged that as a charitable institution,
is exempted from real property taxes under Sec 28(3) Art VI of the Constitution. QC-LBAA
dismissed the petition. It was affirmed on appeal by the Central Board of Assessment Appeals of
Quezon City who ruled that the petitioner was not a charitable institution and that its real
properties were not actually, directly and exclusively used for charitable purposes; hence, it was
not entitled to real property tax exemption under the constitution and the law. The Court of
Appeals affirmed the judgment of the CBAA.

ISSUE: WON petitioner is a charitable institution within the context of PD 1823 and the 1973
and 1987 Constitution and Section 234(b) of RA 7160.

RULING: Yes. The Court hold that the petitioner is a charitable institution within the context of
the 1973 and 1987 Constitution. Under PD 1823, the petitioner is a non-profit and non-stock
corporation which, subject to the provisions of the decree, is to be administered by the Office of
the President with the Ministry of Health and the Ministry of Human Settlements. The purpose
for which it was created is found in its Articles of Incorporation which was to render medical
services to the public in general including those who are poor and also the rich.

As a general principle, a charitable institution does not lose its character as such simply
because it derives income from paying patients, whether out-patient, or confined in the hospital,
or receives subsidies from the government, so long as the money received is devoted or used
altogether to the charitable object which it is intended to achieve; and no money inures to the
private benefit of the persons managing or operating the institution.

2. Right to Vote and Election of BOD and BOT --- TAN vs. SYCIP and LIM, GR No. 153468,
17 Aug. 2006

Grace Christian high School is a non stock educational corporation with 15 regular
members, they constitute the Board of Trustees. During the annual members meeting there were
only 11 living member'trustees, since 4 already died. Out of the 11, 7 attended the meeting
through their proxies, and in that meeting they elected 4 members to replace the deceased
members-trustees

WON there was valid replacement of the vacancies in the Board?

No, there was no valid replacement. While the majority of the remaining corp members were
present, however, the election of the 4 trustees cannot be legally upheld for the reason that it was
held in an annual meeting of the members, not of the board of trustees as mandated by the
company by laws.

3. Pre-Subscription Agreement --- Fong v Duenas - 15 June 2015, 185592

4. TFD --- Phil. Trust v. Rivera, 29 Jan. 1923, L-19761 and Halley v. Printweel, 30 May 2011,
157549

that subscription to the capital of a corporation constitute a find to which

creditors have a right to look for satisfaction of their claims and that the
assignee in insolvency can maintain an action upon any unpaid stock
subscription in order to realize assets for the payment of its debts. (Velasco
vs. Poizat, 37 Phil., 802.) A corporation has no power to release an original
subscriber to its capital stock from the obligation of paying for his shares,
without a valuable consideration for such release; and as against creditors
a reduction of the capital stock can take place only in the manner an under
the conditions prescribed by the statute or the charter or the articles of
incorporation. Moreover, strict compliance with the statutory regulations is
necessary (14 C. J., 498, 620).

Trust dund doctrine is not limited to reaching the stock holders unpaid subscripts. The scope
encompasses not only the capital stock but alsdo other property and assests generally regarded in
equity as a trust funf for the payment of corp debts. All assests & property belonging to the corp
held in trust for the benefit of the creditors that were diustrubted or in the possession of the
stockholders may be reached by the creditors for the satisfaction of their claim.

5. URE --- TURNER vs. LORENZO SHIPPING CORPORATION, G.R. No. 157479,
November 24, 2010

No payment shall be made to any dissenting stockholder unless there is unrestricted retained
earnings to cover the payment (if the DS is not paid the value of his shares within 30 days after
the award, his voting & dividen rights shall immediately be restored and thereby the appraisal
right is extinguished.

6. Asset sales and Stock sales --- SME BANK INC vs. DE GUZMAN G.R. No. 184517 and G.R.
No. 186641, 08 Oct. 2013

7. Piercing the Veil of Corp. Fiction --- Cagayan Valley vs. Court of Appeals, GR No. 78413, 08
Nov. 1989 and PNB v. Hydro Resources Contractors, Corp. GR No. 167582, 15 March 2013.

DPB and PNB acquired all the assests MMIC by forclosed the mortgages on the properties of
Marinduque Mining and Industrial Corp. DPB and PNB organized NMIC and resumed the
operations of MMIC. DPB owned 67% and PNB 43% of NMIC, all directors were nominated by
DBP & PNB. Zosa director of NMIC was also Governor of DPB was signing contracts on behalf
of NMIC. NMIC Engaged services of Hercon. NMIC has unpaid balance in favor of Hercon,
who filed a case against NMIC, DPB and PNB claiming that NMIC was a mere alter ego.

WON the action against DPB and PNB will prosper

No, it cannot prosper. Piercing the corp veil based on alter egot heory requires the concurrence of
three elements.
a. control of the corp by the stockholder or parent corp
b. fraud or fundamental unfairness imposed on the plaintiff
c. harm or dmg caused to the plaintiff by the fraudulent or unfair act of the corp
Nothing shows that ther corporate finances, policies or practices of NMIC were dominated by
DPB or PNB in such a way that NMIC could be considered to have no separate mind, will, or
existence of its own but a mere conduit of DPB or PNB. Hence the action against DPB or PNB
cannot prosper.

8. Private Corporation and GOCC --- Liban v. Gordon, GR No. 175352, 15 July 2009

9. Preferred Shares --- Republic Planters Bank v. Agana, GR. 51765, 03 March 1997

RPB issued preferred stocks. The stock certificate issued stated that the holder was entitled to 1%
quarterly dividend, cumulatve and participating. The Central Bank found that the bank was
suffering from chronic reserve deificiency thus Central Bank prohibited the bank from
redeeming its shares.

WON the bank can be compelled by the stockholder to recieve dividends

No, The declaration of dividends is dependent upon the availability of surplus profit or URE.
Preferences granted to preffered stockholders do not give them a lien upon the property of the
corp nor make them creditors of the corp, the right of the former being is always subordinate to
the latter. The Board of Directors has the discretion to determine WON dividends are to be
dictated. Therefore, a stockholder cannot compell a bank to declare dividends.

A preferred share entitles holder thereof to certain preferences over common shares, designed to
induce persons to subscribe to the shares of a corporation. Preferred share takes a multiplicity of
forms
a. preferred shares as to assests - gives the holder thereof preference in the distribution of
assests of the corp in case of liquidation
d. preferred shares as to dividends - entitles the holder to recieve dividends on said shares to the
extent agreed upon before any dividends at are paid to the common shareholders.

10. Corporate Name --- De La Salle Montessori of Malolos vs. De La Salle Brothers, Inc., GR
No. 205548, 07 Feb. 2018
Petitioner registered with SEC its AOI bearing the name De La Salle Montessori of Malolos, Inc.
After SEC issued a cert of Incorp to the petitioner, The DepEd Region III granted the petitioner
government recognition for its pre elementary and elementary courses and its secondary courses.
De La Salle Brothers, inc. De La Salle University, De La Salle Academy filed a petition with the
SEC sdeeking to compel petitioner to change its corp name on the ground that it was misleading
or confudsingly similart tot hat which respondents which have aquired a prior right to use. SEC
issued an order directing petitioner to change its corp name ´La Salle´which was not generic.

WON petitioner can use the name De La Salle

The phrase De La Salle is not merely a generic term. Petitoners use of the phrase De La Salle in
its corp name is patently similar to that of respondents that confusion might arise. There is also a
similarity in the business they engage in. All private educational institutions. De La Salle
Brothers Inc was registered in 1961 and the De La Salle group had been using the names decades
before petitioners corporate registration.

11. Corp. by. Estoppel and memorize sec. 19 of RCC --- The missionary sisters of Our Lady of
Fatima v. Alzona, GR. 224307, 06 Aug. 2018

De Facto Corp - The due incorporation of any corporation claiming in good faith to be a
corporation under this Code, and its right to exercise corporate powers, shall not be required into
collaterally in any private suit to which such corporation may be a party. Such inquiry may be
made by the Solicitor General in a quo warranto proceeding.

Missionary Sisters of Our Lady Fatima is a religious and charitable group established under the
patronage of the Roman Catrholic Bishop of San Pablo. Its primary mission is to take care of the
abandoned and neglected elderly persons. Respondents are legal heirs of Purification Y. Alonzo.
Purificacion is the registered owner of parcels of land in Calamba City. P called Mother
Concepcion and handed her a written letter stating she is donating her house and lot and Riceland
both located at Calamba City to Mother Concepcion.

Upon advice of Atty. Arcillas, MC went to SEC and filed the corresponding registration
application for petitioner. Purificacion executed a deed of donation inter vivos in favor of
MSOLF which was accepted by MC on behalf of MSOLF. SEC issued corresponding Cert of
Incorp two days after P executed a deed of donation. P died and survived by her bro of full blood
Amando. He filed a complaint before RTC seeking to annul the deed on the ground that when the
donation was made, the latter was no registered with the SEC and therefore has no juridical
entity and cannot legally accept the donation. Pet contends it is a defacto corp and therefore
possessed the requisite personality in a contract of donation.

Can principle of estoppel bar the question of validity of the donation to a corp before its incorp.

P dealt with MSOLF as if it were a corp. Shown by the fact P executed 2 documents conveying
her properties in favor of MSOLF.
12. Doctrine of Apparent Authority --- Advance Paper Corp vs. Arma Traders Corp., GR No.
176897, 11 Dec. 2013 and University of Mindanao vs. BSP, GR Nos. 194964-65, 11 Jan. 2016