part ii

• This means that the nationality of the corporation is determined by the state of incorporation. It is applied if the corporation is not engaged in areas of activities reserved, in whole or in part, for Filipinos. Under this test, a corporation is a Philippine national, regardless of the nationality of the shareholders. 


  Place of incorporation test
• This test presents a simple method of determining the nationality of a corporation, regardless of the nationality of the stockholders.

  Place of incorporation test
• The prevailing mode of determining the nationality of corporation engaged in nationalized activities.

  Control test
• The purpose of this rule is to trace the nationality of the stockholder of investor corporations to ascertain the nationality of the corporation where the investment is made.

  Grandfather Rule
• It is a doctrine that allow the state to disregard , for certain justifiable reasons, the notion or fiction that the corporation has a separate legal personality from those composing it. It is only a fiction to promote public convenience.

  Doctrine of piercing the veil of corporate fiction
• If this fiction is misused or abused, then the State shall pierce the corporate veil and treat the corporation and the person composing it as one and the same entity.
• A corporation with as ingle stockholder is considered as?

  One Person Corporation
• Juridical persons CAN be incorporators, the RCC allows juridical persons to be incorporators.
• A person who signs the AOI on behalf of a juridical incorporator CANNOT be named as a director or trustee, unless the said individual is also the owner of atleast one share of stock, or is also a member, of the corporation being formed.
• A corporation CAN HAVE less than five incorporators. The RCC eliminated the minimum number of incorporators. Thus, a corporation can have three incorporators for instance unless otherwise provided by a special law.
• Banks are required to have at least ive and maximum of 15 directors.
• Foreigners can be incorporators of a private domestic corporation. The law does not require Philippine citizenship for incorporators. However, if the corporation will engage in economic activities which are reserve for Filipinos, foreigners can be incorporators/directors but only in proportion to their foreign ownership equity in corporation.


  True
• Stock corporation shall not be required to have minimum capital stock, except as otherwise specifically provided by special law.
• The amount fixed in the articles of incorporation to be subscribed and paid by the stockholders of the corporation. It is the maximum number of shares that the corporation is legally allowed to issue without amending the AOI.

  Authorize Capital Stock
• It is the portion of the authorized capital stock which is covered by subscription agreements whether fully paid or not.

  Subscribed Capital Stock
• Means the total shares of stock issued under binding subscription contracts to subscribers or stockholders, whether fully or partially paid, except treasury shares.

  Outstanding Capital stock
• Is the portion of the authorized capital stock which has been subscribed and paid by the stockholders of the corporation.

  Paid-up capital stock
• A corporation shall have a perpetual existence unless its article of incorporation provides otherwise.
• The period to extend the corporate term has been reduced from five to three years prior to the original or subsequent expiry date.
• Extension of the corporate term shall take effect only on the day following the original or subsequent expiry dates.
• A corporation whose term has expired is not IPSO FACTO dissolved but may apply for revival of its corporate existence.
• Corporations with certificate of incorporation issued prior to the effectivity of this Code, and which continue to exist shall have a perpetual existence.
• Form of securities representing equity ownership in a corporation, divided up into units. They are the measure of the stockholders proportionate interest in corporation in terms of the right to vote and to receive dividends.

  Shares of stock