Review Notes in Corporation Law 2023
Review Notes in Corporation Law 2023
Review Notes in Corporation Law 2023
College of Law
Iloilo City
MEETINGS
b. What are the dates of the regular meetings of the directors or trustees,
stockholders or members?
II
QUORUM
III
a.
b.
c.
d.
e.
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IV
TERM
a.
b.
c.
stock educational corporations shall not be less than five nor more than 15.
Provided that the number of trustees shall be in multiples of 5 and whom
shall serve the term of office of 1/5 of their number and shall expire every
year. Thereafter, trustees elected to fill the vacancies caused by expiration
shall hold office for 5 years.
f.
EXECUTIVE COMMITTEE
No, not all of the acts of the Executive Committee are valid. The only
valid acts are b, d and e. The Revised Corporation Code provides that if the
by-laws provide, the board can create an executive committee composed of
at least three directors. They may act by majority vote of all its members on
specific matters within the competence of the board as may be delegated
to them in the by-laws. However, it is subjected to exceptions. One of it is
the distribution of cash dividends. Thus, it is not within the purview of the
committee to declare Php 100.00 as cash dividends. Furthermore, another
prohibition is the amendment or repeal of the by-laws or the adoption of
the new by-laws. Therefore, it is not within the power of the executive
6
VI
SALARY/COMPENSATION OF DIRECTORS/TRUSTEES
VII
a.
b.
VIII
LIQUIDATION/DISSOLUTION/TERMINATION
a.
b.
Will the sale of all assets and liabilities of XXX Corporation to ZZZ Banking
Corporation automatically dissolve or terminate the corporate existence of XXX
Corporation?
8
No, the sale of the assets and liabilities does not automatically
dissolve or terminate the corporate existence of XXX corporation. However,
it may opt to dissolve by any means under the Revised Corporation Code
of the Philippines (RCCP). The RCCP provides that a decision to dissolve
XXX Corporation would require a vote of the stockholders holding at least
2/3 of the outstanding capital stock or at least 2/3 of the vote of the
members in a meeting called for such purpose with a notice given at least
2 days prior to such meeting.
IX
INTRA-CORPORATE CONTROVERSY
a.
b.
MERGER
The effective date of the merger is on May 30, 2021. the Revised
Corporation Code provides that the effective date of the merger is always
the date of the approval of the Articles of Merger by the Securities and
Exchange Commission. Therefore, it is effective on May 30, 2021.
XI
9
FOREIGN CORPORATION
a.
b.
XII
The Revised Corporation Code provides that treasurer, corporate secretary and
other officer if deemed necessary may be appointed as office of the One Person
Corporation.
The One Person Corporation is only required to file AOI and not the
by-laws as provided by the Revised Corporation Code.
XIII
The RCC provides that the following books must be kept at the principal
office:
(a) The articles of incorporation and bylaws of the corporation and all their
amendments;
(b) The current ownership structure and voting rights of the corporation,
including lists of stockholders or members, group structures, intra-group
relations, ownership data, and beneficial ownership;
(c) The names and addresses of all the members of the board of directors
or trustees and the executive officers;
(d) A record of all business transactions;
(e) A record of the resolutions of the board of directors or trustees and of
the stockholders or members;
(f) Copies of the latest reportorial requirements submitted to the
Commission; and
(g) The minutes of all meetings of stockholders or members, or of the
board of directors or trustees.
XIV
TRUST FUND DOCTRINE: This means that any part of the capital in
the possession of the stockholders cannot be disposed of because it
is merely being held in trust for the creditors of the corporation. In
other words, the creditors of the corporation can still get such amount
from the stockholders because it forms part of the capital although
not in the coffers of the corporation; thus, the stockholders can be
compelled to deliver such to the creditors. Simply stated, this doctrine
implies that the stockholders are holding the assets of the corporation
in trust for the creditors.
XV
XVI
1) Characteristics:
v. cultural purposes, or
vi. for the rehabilitation of veterans,
Corporate purposes:
a) Religious purposes – refers to the promotion, propagation and
accomplishment of any form of religion, creed or religious belief
recognized by the Government of the Republic of the Philippines.
XVII
SECURITIES
b. Define:
Dealer- any person who buys and sell securities for his or her
own account in the ordinary course of business.
XXX