corpo Flashcards
(137 cards)
1
Q
what is RA 11232?
A
the revised corporation code of the Philippines
2
Q
what are the attributes of a corporation?
A
- artificial being
- operation of law
- right of succession
- powers/ attributes/ properties
3
Q
what is right of succession?
A
a corpo continues to exist even when it’s incorporators dies
4
Q
what is doctrine of limited capacity?
A
a corpo may exercise express, implied, or inherent power
5
Q
what is trust fund doctrine?
A
mandates that the corporation must maintain it’s legal capital for the protection of its creditors
6
Q
doctrine of corporate fiction
A
separate and distinct personality
7
Q
what is doctrine of piercing the veil of corporate fiction?
A
-applied when corporation is used due to illegal purposes
- disregards the distinct personality of the corpo
8
Q
what are the classes of corpo as to number of persons who compose them?
A
- corpo aggregate
-corpo sole
9
Q
what is corpo aggregate?
A
more than one incorporator
10
Q
what is corpo sole?
A
one corporator, religious
11
Q
classes as to whether they are for religious or not?
A
-ecclesiastical corpo
- lay corpo
12
Q
ecclesiastical corpo
A
for religious purpose
13
Q
lay corpo
A
other than religion
14
Q
as to charitable or not
A
- eleemosynary
- civil
15
Q
eleemosynary
A
for charitable purpose
16
Q
civil
A
for business/ profit
17
Q
classes as to state/ country
A
- domestic
- foreign
18
Q
domestic corpo
A
created under 11232
19
Q
foreign corpo
A
other than the law of the philippines
20
Q
class as to their legal right to corporate existence
A
- de jure
-de facto
21
Q
de jure
A
existing in fact and in law
22
Q
de facto
A
existing in fact but not in law
23
Q
class as to whether they are open
A
-open
-close
24
Q
open corpo
A
open to any person
25
close corpo
limited to members of families
26
class as to relation to other corpo?
-parent/ holding
- subsidiary
27
parent/ holding
power either directly or indirectly to, elect the majority of the directors of such other corpo
28
subsidiary corpo
directors are elected by such other corpo
29
class as to whether for public
- public
- private
30
public corpo
formed for the government of the portion of the state
31
private corpo
formed for some private purpose
32
corpo created by charters/ special laws
governed by the the charters/ special laws creating it
33
components of a corpo
1. corporator
2. incorporator
3. stockholders
4. members
5. promoters
6. subscribers
7. underwriter
34
what is doctrine of equality of shares?
share presumed to be equal in all aspects
35
inherent power of amotion
members of the BOD are removable
36
GR for removing BOD
members of the BOD are removable with or without just reason
37
exception to the GR for removing BOD
when the BOD is appointed by the minority through cumulative voting, there must be a valid reason
38
tests in determining the nationality of corpo
- incorpo test
- control test
- business domicile test
- grandfather rule
39
incorporation test
place where it was incorporated
40
control test
based on the majority of the test, typically used in times of war
41
business domicile test
where the corpo operates
42
grandfather rule
normally used by SEC when determining the nationality, looking in the nationality of the investee corpo to determine the nationality
43
classes of shares
1. capital stock
2. authorized capital stock
3. subscribed capital stock
4. outstanding capital stock
5. paid-up capital stock
6. unissued capital stock
7. legal capital
44
capital stock
total numbers of shares
45
certificate of stock v share of stock
-tangible v intangible
-proof of ownership v interest of the stockholders
- cannot issue if not fully paid v can issue
46
classes of shares in general
- par value/ no par
- voting/ non-voting
- common/ preferred
- promotion share
-share in escrow
- convertible stock
- founders share
- redeemable shares
- treasury shares
- over-issued/ spurious stock
- watered stock
47
Non-voting can vote
AASIIMID
Amendment
Adoption
Sale or disposition of all or substantially all of the corporate property
Incurring or increasing bonded indebteness
Increase or decrease of authorized capital stock
Merger or consolidation with bother corpo
Investment of corporate funds in another corpo
Dissolution
48
49
Vote for retroactive
Majority of the OCS
50
Period to decide retroactive
2 years
51
Period to extend retroactive
3 years prior to the expiration
52
Issued for revival of corporarion
Cert of revival of corporate existence
53
Exception for 3 years to extend
Sec approval and justifiable reason
54
GR for minimum capital stock
No minimum
55
Exception to the GR for minimum CS
If required by special laws
56
Equity rule, citizenship rule, Filipino ownership rule
100- mass media
70/30- advertising
60/40- general rule
57
Contents of AOI
Name of corpo
Primary/secondary purpose
Principal office
Term of corpo
Stock req
Arbitration agreement
58
Amendment of AOI
M BOD + 2/3 OCS
59
Amendment of By laws
M BOD + M OCS
60
Amendment of close corp
2/3 of OCS
61
Amendment of coop
2/3 of members
62
Amendment of plan of merger
M + 2/3, M + 2/3
63
Amendment in foreign corpo
No vote, but can be filed within 60 days
64
Appraisal right
Concurring SH- yes
Discending SH- no (withdraw)
65
GR for meeting of in amendment of COI
Meeting is required
66
Exception to the GR of meeting for amendment of AOI
Written consent of the SH
67
68
Grounds when API are amended may be rejected or disapproved
Not in prescribed form
Illegal purpose
certification is false
Percentage required not complied
No favorable recommendation
69
Suspension or revocation of certificate of incorporation
Fraud
Series of misrepresentation as what the corpo can do
Refusal to comply with the lawful order
Continues in operation for a period of 5 years
Failure to file by laws
Failure to file reports
70
Remedies if corpo name is not distinguishable
Cease and desist
Removal
Contempt
Administratively, criminally, or civilly liable
Revoke the registration
71
Registration, incorporation, and commencement of corpo existence
Name verification
Submit AOI
SEC approves- COI
72
If compliant but the SEX does notbissue COI
Mandamus- compel the performance of the act
73
Ministerial act
Mandatory
74
Discretionary act
Optional
75
Requisits of a de facto corpo
Valid law
Bona fide attempt to organize a corpo
Actual user of corporate power
Issuance of COI despite non-compliance of legal req
76
Escheat
If the SH, BOD, and officers died, the property will be taken by the government
77
Derivative suit
A suit filed by the SH for the benefit of the corpo
78
Corporation by estopell
Neither de jure not de facto
79
Non-use of corporate charter
5 years from the issuance of COI
80
Period to become delinquent corpo
5 years after operation of the corpo
81
Delinquent
2 years
If compliant- lifted
If not compliant- COI revoked
82
Business judgement rule
Members of the BOD are not liable honest business judgement made in good faith
83
GR for the for BOD
The BOD is the governing body of the corpo
84
Theory of original power
Power of the BOD is original and undelegated
85
E. To the GR of BOD is the governing power
Authorized by the BOD
ratification of the BOD
executive committee
management contract
Close corpo
86
Remedies in case BOD mismanagement
Receivership
Injunction
Dissolution
Derivative suit
87
Election and appointing of BOD and officets
SH- BOD - Officers
88
Qualifications of a BOD
Own atleast one share
The name must be registered in his name
He must continuously own the said share
89
Period of the BOD
1 year
90
Independent directors
20% of the BOD must be an independent director
91
GR for number of directors
2-15
92
E. To the GR of numbers of directors
Non stock
Close
Trustees of non stock educ
Corpo sole
BOT of religious societies
OPC
93
GR for term of office
1 year
94
E. To the GR of the term of office
Coop
Non stock
Trustees of non stock educ
95
Hold over doctrine
They will continue to function until their successors have been elected and qualified
96
Limitation on the election of Directors
M OCS
Ballot, if req
No delinquent stock
Presence of the quorum
Notice must be given
Plurality of votes
Voting shares only
97
Methods of voting
Straight
Cumulative for one candidate
Cumulative by distribution
98
Proxy voting
SH- yes
BOD- No
99
President/secretary and president/ treasurer for ordinary
No, no
100
President/secretary and president/treasurer for OPC
No, yes
101
Period to appoint officers for ordinary
None
102
Period to appoint officers for OPC
15
103
Period to report for ordinary
30 days
104
Period to report for One person corporation
5 days
105
Qualifications of officers
President- must be a director
Secretary-general resident and citizen
Treasurer- resident
106
Compliance officer
See to it that the corpo complies with rules and regulations of being vested with public interest
107
Req for the board meeting of corpo vested with public interest
Meeting of the directors
Presence of a quorum
M of the quorum
Place, time, and manner in the by-laws
108
Period to elect the BOD
None
109
Period to elect officers
None
110
Period to file the by-laws
Nobe
111
Period to report election
Within 30 days after the election
112
Period to report non-holding
Within 30 days from the date of the scheduled election
113
Holding of rescheduled election
Not later than 60 days from the scheduled date
114
Effect of non holding
SEC will summaryborder for election
115
Report BOD, BOT, officer dies, resign
7 days from knowledge
116
Period to fill out vacancy
Within 45 days
117
Disqualification of directors, trustees, or officers
5 years prior to the election or appointment
118
Ground for disqualification of director, trustees, or officers
Convicted by final judgement
Found administratively liable for any offence involving fraudulent acts
By a foreign for violation A and B
119
Removal of directors or trustees
M OCS
120
Req for removal of directors or trustees
Meeting called for the purpose- M of OCS
previous notice to the SH
At least 2/3 OCS or 2/3 of the members
121
122
123
GR for removal of BOD
Removable with or without valid reason
124
E. To the GR of removing BOD
Those elected by minority through cumulative voting
125
Vote for emergency voard
Unanimous consent of remaining directors
126
Ground of emergency board
To prevent grave, substantial, and irreparable loss or damage to the corporation
127
GR for compensation of directors
BOD has no compensation
128
E. To the GR of compensation
If granted by vote of the majority of the OCS
129
Limitation of the E. Of the GR of the compensation
Not to exceed 10% of the net income before the income tax
130
131
3-fold duty of directors
Obedience
Diligence
Loyalty
132
GR for the liability of directors or trustees
No liability
133
E. To the GR of the liability of directors
Liable if old is violated
134
Special fact doctrine
Attempts to acquire an interest adverse to the corporation in respect of any matter which has been reposed in them in confidence
135
Double majority rule
2/3 of the creditors voting unite upon the same proposition
136
what is the power and capacity of a corporation
-to sue and be sued
- to have perpetual existence
- adopt and use a corpo seal
- amend its articles of inco
- adopt bylaws, not contrary to law, morals or good customs
- in case of stock corpo, to issue or sell stocks to subscribers and treasury
- to purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage
- enter into a prtnership, joint venture, merger, consolidation, or any other commercial agreement
137
