The Corporation Code of the Philippines

The Corporation Code of the Philippineswww.company.comCorporation definedSection 2 An artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.www.company.comAttributes of a Corporation1.It is an artificial being.Doctrine of piercing the veil of corporate entity or corporate fiction2.It is created by operation of law.3.It has the right of succession.50 years renewal must be 5 years before expirationwww.company.comAttributes of a Corporation4. It has the powers, attributes and properties expressly authorized by law or incident to its existence.Doctrine of limited capacity powers expressly conferred upon by law and its article of incorporation those implied from such powers expressly granted incident to its existencewww.company.com4PARTNERSHIPCORPORATION1.Created by mere agreement of the parties

1. Created by operation of law

2.May be organized by only two person

2.Requires at least 5 incorporators

3.Juridical personality-from the moment of execution of the contract3from the issuance of Cert of Inc by the SECwww.company.comPARTNERSHIPCORPORATION4.May exercise any power authorized by the partners4. Exercise powers expressly granted by law or incident to its existence5.Every partner is an agent of the partnership5..vested in the board of directors or trustees6.No right of succession6.Has right of successionwww.company.comPARTNERSHIPCORPORATION7.Partner may sue co-partner who mismanages7. Suit must be in the name of the corporation8.Personally & subsidiarily liable to third person8. Stockholders areliable only to theextent of the shares subscribed9. Partner cannottransfer his interest inthe partnership9. Stockholder has generally the right to transfer his shareswithout prior consent of the other stockholderswww.company.comPARTNERSHIPCORPORATION9. may beestablished for anyperiod of time9. may not be formed for a term in excess of 50 years extendible to not more than 50 years in any one instance10. May be dissolved at any time by any or all of the partners10. Can only bedissolved with theconsent of the State11. Governed by theNCC11. Governed by theCorporation Codewww.company.comCLASSIFICATIONS OF CORPORATIONSAs to whether shares of stock are issued or not stock corporationnon-stock corporationAs to state or country under whose laws it was createddomestic corporationforeign corporationAs to number of persons composing themaggregate corporation a corporation consisting of more than one person or membercorporation sole- a corporation consisting of only one person or member

www.company.comCLASSIFICATIONS OF CORPORATIONSAs to whether its purpose is public or privatePublic corporationPrivate corporationAs to whether its purpose is charitable or notEleemosynary corporation -charitableCivil corporation-business or profitAs to whether its purpose is religious or notEcclesiastical- religiousLay Corporation -other than for religion

www.company.comCLASSIFICATIONS OF CORPORATIONSAs to their legal right to corporate existenceDe jure corporation-created in strict or substantial conformity with the mandatory statutory requirements for incorporationDe facto corporation colorable complianceAs to their relation to another corporation or other corporationsParent corporationSubsidiary corporationAs to whether its shares may be held by the public or notClose corporationOpen corporation

www.company.comCLASSIFICATIONS OF CORPORATIONSOther ClassificationsCorporation by prescription exercised corporate powers for an indifinite period without interference on the part of the SovereignCorporation by estoppel group of persons that assumes to act as a corporation knowing it to be without authority to do so,

www.company.comCOMPONENTS OF A CORPORATIONCorporators stockholders or membersIncorporators mentioned in the Articles of Incorporation; signatories of such documentStockholders owners of shares of stock *stock corp.Members *non-stock corp.

www.company.comCLASSIFICATION OF SHARES*SHARE OF STOCK one of the units into which the capital stock of the corporation is divided*STOCK CERTIFICATE- the written acknowledgement by the corporation of the stockholders interest in the corporation and its propertyREDEEMABLE SHARESMay be issued by the corporation only if expressly provided in the Articles of IncorporationMay be deprived of voting rightsMay be purchased or taken up by the corporation upon the expiration of a fixed period,regardless of the existence of unrestricted RE in the books of corporationTerms and conditions for their redemption must be stated in the Articles and the stock certificate

www.company.comFOUNDERS SHAREMust be classified as such in the Articles of IncorporationMay be given rights and privileges not enjoyed by other shares subject to the following limitations: Exclusive right to vote and be voted for in the election of directors is granted must be for a limited period not exceeding 5 years subject to the approval of the SECThe five-year period begins from the date of the said approval.CLASSIFICATION OF SHARESwww.company.comCLASSIFICATION OF SHARESTREASURY SHARESNo voting rights as long as they remain in the TreasuryNot considered outstanding sharesNot entitled to dividendsMay again be disposed of for reasonable price fixed by the board of directors

www.company.comCLASSIFICATION OF SHARESWATERED STOCKIssued without consideration or with no adequate considerationIssued below par value

VOTING SHARES

www.company.comNON-VOTING SHARES may nevertheless vote in the following matters:

CLASSIFICATION OF SHARESAmendment of the articles of incorporationAdoption and amendment of By-lawsSale, lease, exchange, mortgage pledge or other disposition of all or substantially all of the corporate propertyIncurring, creating or increasing bonded indebtednessIncrease or decrease of capital stockMerger or consolidation of the corporation with another corporation or other corporationsInvestments of corporate funds in another corporation or businessDissolution of the corporation

www.company.comARTICLES ON INCORPORATIONThe name of the corporationPurpose/s of the corporationThe place of the principal office which must be in the PhilippinesThe term of existenceNames, nationalities and residences of the incorporatorsNumber and qualifications of incorporatorsNumber, nationalities and residences of the directors or trustees

www.company.comARTICLES ON INCORPORATIONThe amount of authorized capital stock in lawful money of the Philippines, if the number of shares are without par value, the number of authorized shares and the fact that they are without par value must be statedOther matters not inconsistent with law and which the incorporators may deem necessary or convenientThe name of the temporary treasurer elected (treasure-in-trust)Notarial acknowledgementTreasurers affidavit

www.company.comAmendment of Articles of IncorporationPURPOSE It must be for legitimate purpose.VOTE REQUIRED a. Majority vote of the Directors, and b. the vote or assent of 2/3 of the outstanding capital stock(for stock) 2/3 of the members (for non-stock)REQUIREMENTS OF AMENDMENTSThe original and the amended articles shall be indicated by underscoring the change or changes made.EFFECTIVITYUpon approval;by the SEC or from the date of filing with the Commission if not acted upon within 6 months from the date of filing for a cause not attributable to the corporation

www.company.comNON-USE OF CORPORATE CHARTER FOR 2 YEARSThe corporation shall be deemed dissolved if it does not formally organize, commence the transaction of its business or the construction of its works within 2 years from the date of incorporationwww.company.comIf a corporation has commenced the transaction of its business but subsequent becomes continuously inoperative for a period of at least 5 years

CONTINOUS NON-OPERATION FOR 5 YEARSREVOCATIONwww.company.com