CORPO 1

• Corporation is an artificial being created by operation of law, having right of succession, powers, attributes, and properties expressly authorized by law or incident to its existence.
• Republic Act 11232 or the Revised Corporation Code of the Philippines (RCCP), is signed into law by Rodrigo Roa Duterte on February 20, 2019 and became effective on February 23, 2019.
• For 39 years the CCP or Batas Pambansa Blg 68, was the law that goverened corporations, took effect on May 1, 1980.
• Not all of the provisions were amended by the Revised Corporation Code of the Philippines.
• Corporation Code of the Philippines, Section 2


  the one that states a corporation is 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
• Corporation


  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.
• Batas Pambansa Bilang 68


  The general law which governs the creation of private corporations
• Private Corporations owned or controlled by the govt


  are created by special laws
• Stock corporations


  corporations that have share capital divided into shares and are authorized to distribute to the holder of such shares dividends or allotmentsof the surplus profits on the basis of shares held
• stockholders


  owners of stock corporations
• Non-stock corporations


  private corporations which do not issue stocks but capital comes from fees paid by the individuals composing it.
• Non-stock corporations


  they are created not for profit but for public good and welfare
• Members


  owners of the non-stock corporations
• Ecclesiastical corporation


  a corporation organized for religious purposes
• Lay corporation


  a corporation organized for a purpose other than religion
• Eleemosynary corporation


  a corporation organized for charitable purpose
• Civil corporation


  a corporation organized for business or profit
• Domestic corporation


  one which is organized under the Philippine laws
• Foreign corporation


  one formed, organized or existing under any law other than those of the Philippines (Sec.23)
• Close Corporation


  a corporation which is limited to selected persons or members of family. The stockholders shall not exceed 20 persons
• Open corporation


  a corporation which is open to any person who would like to be a shareholder or member thereto.
• De jure corporation


  a corporatiin which exists both in fact and in law. It exists in fact because it is operating as a corporation . It exists in law because it has complied all the legal requirements
• De facto corporation


  a corporation which exists in fact but not in law.
• Parent or holding corporation


  a corporation which is so related to another corporation that it has the power either directly or indirectly to elect the majority of the directors of such corporation
• Subsidiary corporation


  a corporation which is so related to another corporation that the majority of the directors can be elected either directly or indirectly by such corporation
• Public corporation


  a corporation formed or organized for the government of a portion of the state.
• Private corporation


  is formed for some private pruposes, benefits, aim or end.
• Quasi-public corporations


  private corporations performing public functions
• Corporators


  Section 5 of the Corporation Code of the Philippines states that corporators are those who compose the corporation whether stockholders or members
• Incorporators


  these are the corporators mentioned in the Articles of Incorporation of originally forming and composing the corporation
• Section 10


  provides that the incorporators must not be less than 5 but not more than 15 all of legal age and a majority of whom are residents of the Philippines
• Promoters


  are persons who bring about or cause to bring about the formation and organization of a corporation.
• Promoters


  they undertake the steps towards the launching of a business enterprise.
• Subscribers


  are persons who agreed to take and pay for original, unissues shares of a corporation
• Underwriters


  are usually investment bankers who have agreed alone or with others, to buy at stated terms an entire or a substantial part of an issue of securities
• Board of Directors


  The governing body of the corporation
• Promotion


  involves a number of business operations by which a company is generally brought into existence. this involves preliminary arrangements
• Incorporation


  process of formalizing the organization of the corporation
• Organization and Commencement of Business Operation ( Sec 22)

  provides that if a corporation does not formally organize and commence the transaction of its business within 2 years from the date of its incorporation, its corporate power cease and the corporation shall be deemed dissolved.
• Articles of incorporation


  are the documents prepared by the persons establishing a corporationand are filed with the Securities and Exchange Commission containing the matters required by the code.