Law

• Quasi-Public Corporation - Private corporations performing public duties and is backed by government.
• Public Corporation - formed or organized for the government.
• Private Corporation - formed for a private purpose and it aims to profit.
• Corporators - they're the ones who compose the corporation whether stockholders or members.
• Incorporators - they are mentioned in the articles of incorporation.
• Stockholder - A person who owns shares in a company and is entitled to vote at the company's annual general meeting.
• Members - corporators of a corporation which has no capital stock (usually in non-stock corporation).
• Promoters - is the founder or organizer of a corporation or business venture.
• Subscribers - they paid for the unissued shares for a corporation that will be established. They'll become stockholders if the corporation accepts the subscription.
• Underwriter - they agreed to but at stated terms of an entire issue of securities.
• Corporate Officer - A person who is designated by the board of directors to perform the duties of the chief executive officer.
• Corporate Secretary - The person who is responsible for the company's records and the company's compliance with the law. (he/she must be resident & a citizen)
• Corporation

  • an artificial being
  • created by operation of law
  • has the right of succession
  • has only powers, attributes and properties expressly authorized by law or incident to its existence.
• Stock Corporation - Corporation which capital stock is divided into shares and are authorized to distribute profits to shareholders.
• Non-stock Corporation - no income is distributable as dividends to its members, trustees or officers.
• De Jure Corporation - Corporation that has fulfilled all the statutory requirements to be a valid legal entity. (Legally formed corporation)
• De Facto Corporation - Corporation that did not fulfill all the statutory requirements but they operate in good faith. (Irregularly formed, but assumed legal existence)
• Corporation by estoppel - they assume to act as a corporation knowing it to be without authority (corporation due to an agreement)
• Domestic Corporation - a corporation incorporated under the laws of the Philippines.
• Foreign Corporation - a corporation under any laws other than Philippines.
• Ecclesiastical Corporation - corporation that is organized for religious purposes.
• Eleemosynary Corporation - a corporation that is organized for charitable purpose.
• Board of Directors - governing body in a stock corporation.
• Board of Trustees - governing body in a non-stock corporation.
• Doctrine of Equality of Shares - each share shall equal in all respects the right to one vote.
• Voting shares - shares with a right to vote.
• Common stock - a stock with voting rights.
• Preference Stock - a stock without voting rights, but with the right to receive dividends.
• Redeemable shares - shares that can be redeemed by the company at a specified price.
• Founders Shares - The shares issued to the founders of the company.
• Treasury Shares - shares that have been issued and fully paid for but reacquired by the issuing corporation.
• Escrow Shares - shares that are subject to a condition.
• Watered Stocks - stocks issued for consideration less than par value or issued price.
• Express Powers - The corporation may exercise all powers expressly given it by statute and by its articles of incorporation.
• Implied Powers - powers that are not explicitly granted to Congress but are necessary to carry out the powers granted.
• One-person Corporation - A corporation owned and controlled by one person.
• Grandfather Rule - It is a method of determining the nationality of a corporation which in turn is owned in part by another corporation by breaking down the equity structure of the shareholder corporation.
• Corporate Juridical Personality - a corporation has personality separate and distinct from that of its stockholders and members and is not affected by the personal rights, obligations, and transactions.
• Doctrine of Piercing the Corporate Veil - this doctrine means that the court may disregard the separate and distinct personality of the corporation from its members or stockholders and treat it as individuals when the corporate legal entity is used as a cloak for fraud or illegality.
• Alter Ego Theory - is used to hold an individual or shareholder liable for the debts of a corporation.