Acclaw4 Notes

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The RCCP recognizes two doctrines that have been applied to corporations:

Separate juridical personality and Limited Liability. These two doctrines protect both
the corporation and its shareholders from liability arising from their corporate
operations.
Separate Juridical Personality: This doctrine relates to an issue of law known as
"separate personality." When a corporation is created, it is recognized that it has a
separate existence in law (its corporate existence) separate from its owners (its
stockholders). This separate existence is based on the corporate entity having a
personality that can be considered a legally distinct entity, as opposed to an existing
body of persons (such as shareholders) who are not separate legal entities. The
corporation is a creature of law. It does not exist by itself but in virtue of the laws of
its creation, to with: its articles of incorporation or association and the law that
created it. It is only through these laws that it is given corporate personality. A
corporation has “juridical personality” and can transact business separate from its
members. This means that it has a distinct legal existence from its members and can
therefore sue and be sued separately from them.
Limited Liability: This doctrine protects stockholders from being personally liable for
any acts of their corporation. The prohibition against personal liability applies when
shareholders have invested in the corporation and not in the stock of another
person. This means that investors should not be liable for corporate actions such as
fraud or negligence when they hold shares in their corporations.

A corporation is considered to have separate personality from its shareholders. This


means that corporations can act as an individual in certain areas. Limited Liability
Corporations also have limited liability, which means its shareholders are not liable
for what the company does or how much it owes to other people or businesses.

In other words, If the company has a liability but because of the doctrine of
“separate juridical personality”-corporations can act as an individual in certain
areas and “limited liability”-its shareholders are not liable for what the company
does or how much it owes to other people or businesses under Revised Corporation
Code of the Philippines, then the shareholder is not liable for this.

The doctrine of “separate juridical personality” is a legal principle that holds that a
corporation is not the same as its shareholders. Thus, it does not share the same
rights and obligations as its shareholders.

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