LAW FINALS

• It is a artificial being created by operations of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incidental to its existence.

  Corporation
• Artificial being. Created by operations of law. Has the right of succession. Has power, attributes and properties.
• Corporation is created by operations of law.
• One person may compose a corporation.
• Incorporated from the date sec issues a certificate of incorporation under its official seal.

  Commence to have corporate existence
• The liability of the stockholder, who are not directors, officers and agents is (blank) to their subscription to capital stock.

  limited
• A stockholder may sell his fully-paid shares of stock without the necessity of securing the (blank) of the corporation and/or the other stockholders.

  Consent
• The business of a corporation is generally conducted by who?

  Board of directors
• A corporation cannot exercise powers except those (blank) by law and its article of incorporation.

  conferred
• Has a capital stock divided into shares and is authorized to distribute to the holders of such shares dividends or allotments of the surplus profit based on the shares held.

  Stock Corporation
• Has no capital stock and/or not authorized to distribute dividends to its members. It may be organized for any purposes except profit and political ends.

  Nonstock Corporation
• As to organizers : (blank) by the state only

  Public
• As to organizer: (blank) by private persons alone or with the state.

  Private
• Usually organize for profit

  Private
• Organized for the government of a portion of the state.

  Public
• GOCC : governed by special law creating it and the provisions of the RCC suppletorily, to the extent applicable. In this case the special law prevails.

  Government-owned and controlled corporation
• The one that has fulfilled all the requirements mandated by law and can sucessfully resist a suit by the State to challenge its existence. It also means "a matter of law".

  De Jure
• Organized with colorable compliance with the requirements of a valid law. Its existence cannot be inquired into collaterally. Such inquiry must be by a direct attack by the State through Quo warranto proceeding.

  De Facto
• Exists when 2 or more persons assume to act as a corporation knowing it to be without authority to do so. They are liable as general partners for all debts, liabilities and damagesincurred.

  By Estoppel
• One which has exercised corporate powers for an indefinite period without interference on the part of the sovereign power e.g., Roman Catholic.

  By Prescription
• A corporation that holds stock in other companies for purposes of control rather than for mere investments.

  Holding corporation
• A company that is owned or controlled by another company, called the parent company.

  Subsidiary Corporation
• Two companies are (blank) when one company owns less than the majority of the voting stock of the other.

  Affiliates
• A corporation that owns enough voting stock in other company to control management and operation by influencing or electing its board of directors.

  Parent Company
• Formed, organized or existing under Philippine laws.

  Domestic
• Formed or organized under any laws other than those of the Philippines and whose laws allow Filipino citizens and corporation to do business in its own country or state.

  Foreign
• Going public when its shares are being made available for listing in the stock exchange and for public offering/trading. Gong private when its adopting the features of a closed Corporation.
• These include educational corporation and religious corporations.

  Special Corporation
• A corporation where in all of the stocks are held directly or indirectly by one person. It is NOT necessarily illegal for as long as it follows and observe law throughout its existence.

  One-Person Corporation
• Corporation created by (blank) or (blank) shall be governed primarily by the provisions, supplemented by the provisons of the RCC, insofar as they are applicable.

  Special laws or charters
• De facto corporation are liable in the (blank) way as stockholders of a de jure corporation.

  Same
• Defects : - The treasury affidavit on the amount of subscription and payment is false. - The required percentage of Filipino Ownership in corp. engaged in nationalized activities is not complied with. - Natural Person incorporators misrepresented their age.
• No extension may be made earlier than three (3) years

  prior to the original or subsequent expiry date(s) unless

  there are justifiable reasons for an earlier extension as

  may be determined by the SEC.237
• These are shares ofstock that are given certain preferences as

  may be provided in the articles of incorporation but may be denied

  the right to vote.

  Preferred shares of stocks
• the basic class of stock ordinarily and

  usually issued without privileges or advantages except that they cannot be denied the right to vot

  Common shares of stock
• This means that the

  stipulated dividend on this type of preferred shares, if not

  paid on any given year, shall be added to the dividends

  which shall be due the following year/s, and holders of

  said preferred shares shall be paid the accumulated

  dividends during the accumulated period before dividends

  are paid to the holders of common shares. T


  Cumulative preferred shares
• entirentireentir

  Non-Cumulative Preferred Shares: This means that if

  dividends are not declared for a particular year within

  the covered period, the right to receive dividend for such

  year is extinguished

  Non cumulative preferred shares
• These are shares which can vote on all corporate acts requiring

  stockholders’ approval. The corporation should always have voting

  shares. These are the common shares ofstock. 


  Voting shares
• These are shares that are denied the right to vote in the articles

  of incorporation. Provided, however, that there shall always be a

  class or series of shares which have complete voting rights.

  Non-voting shares
• No share may be deprived ofvoting rights exceptthose classified

  and issued as “preferred” or “redeemable” shares