Corporation

• Section 10 of the RCCP provides that any person, partnership, association, corporation, singly or jointly with others but not more than 15 in number, may organize a corporation for any lawful purposes.
• Component of a corporation

  Corporators

  Incorporators

  Shareholders

  Members

  Subscriber

  Promoter

  Underwriter

  Independent director

  Additional general powers per RCCP
• Corporators are those who compose a corporation
• Incorporators are those originally forming and composing the corporation
• Incorporators are those who are signatories to said article of incorporation
• Subscribers are persons who have agreed to take and pay for original, unissued shares of a corporation formed or to be formed
• Promoter is a person that takes initiative in founding and organizing the corporation and receives consideration thereof
• Underwriters are usually investment bankers
• Independent director is a person who is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with the exercise of independent judgment in carrying out the rssponsibilities as a director
• Ecclesiastical corporation. Those organized for religious purposes.
• Eleemosynary corporation. Those established for public charity.
• Civil corporation. Those established for business or profit.
• De jure corporation. A corporation existing in fact and in law. It is organized in strict conformity with the law.
• De facto corporation. A corporation existing in fact but not in law.
• Close corporation. A corporation whose share ownership is limited to selected persons or members of a family not exceeding 20 persons
• Open corporation. A corporation where the share is available for subscription or purchase by any person.
• Publicly-held corporation. A corporation with a class of equity securities listed on an exchange or with assets in excess of P50,000,000 and having 200 or more holders, at least 200 of which are holding at least 100 shares of a class of its equity securities
• Corporation aggregate. A corporation consisting of more than one corporator.
• Non-stock corporation is one where no part of its income is distributable as dividends to its members, trustees or officers
• Steps in the creation of a corporation:

  Promotion

  Incorporation

  Formal organization and commencement
• If the SEC finds that the submitted documents and information are fully compliant with the RCCP and other relevant laws, rules and regulations, SEC shall issue the certificate of incorporation.
• If a corporation has commenced its business but subsequently becomes inoperative for a period of atleast 5 cosecutive years, the SEC may, after due notice and hearing, place the corporation under delinquent status
• A delinquent corporation shall have a period of 2 years to resume operations and comply with all requirements that the SEC shall prescribe
• By-laws. These are rules of action adopted by the corporation for its internal government and for the government of its officers, shareholders or members.
• Pre-emptive right. Right to purchase a portion of any new shares issued to maintain the same percentage of stock ownership.
• Minute book. It contains the minutes of the meetings of the directors and shareholders
• Stock and transfer book. It is a record of the names of shareholders, installments paid and unpaid by shareholders and dates of payment, any transfer of stock and dates thereof, by whom and to whom made.
• Book of accounts. These represent the record of all business transaction. It normally include journal and the ledger.
• Subscription book. It is a book of printed blank subscription
• Shareholders' ledger. It is a ledger which details the number of shares issued to each shareholder.
• Subscribers' ledger. It is a subsidiary ledger for the subscriptions receivable account
• Subscribers' ledger. It reports the individual subscriptions of the subscribers.
• Stock certificate book. It is a book of printed blank certificates of stock.
• Par-value shares. One in which a specific amount is fixed in the articles of incorporation and appearing on the certificate of stock.
• The par value is the minimum issue price of the shares.
• No-par value shares. One without any value appearing on the face of the certificate of stock.
• No-par value shares. The issue price may vary from time to time as it is usually fixed based on the book value of the corporation's shares.
• Minimum Stated Value of a no-par value share is five pesos (P5.00) per share. In addition, shares issued without par value are deemed fully paid.
• Voting shares. Those issued with the right to vote.
• Non-voting shares. Those issued without the right to vote.