CORPORATION

• What is the revised corporation code?

  RA 11232
• What is corporation?

  An artificial being created by the operation of law, having the right of succession and the powers, attributes, and properties espressly authorized by law or incident.
• What are the attributes of a corporation?

  Artificial, Separate Entity, created by operation of law, right of succession
• Advantages of corporation

  legal entity, limited liability, continuity of existence, can be transferred without consent, centrally board of directors, greater ability to acquire funds
• Disadvantages of Corporation

  complicated formation and management, greater degree of gov't control, high cost of formation, heavier taxation, subservient to majority, separated from ownership, conflicting elements
• Classes of Corporations

  Stock and Non-stock
• What is stock corporation?

  share capital divided into shares
• What is non-stock corporation?

  no part of its income is distributable
• Corporation aggregate

  consisting more than one corporator
• Corporation Sole

  consisting only one member or corporator and his successors such as a bishop
• Domestic Corporation

  under Philippine Law
• Foreign Corporation

  existing under aws other the philippines
• Public corporation

  government of a portion of the state
• Private Corporation

  private aim, benefit or purpose
• Ecclesiastical corporation

  for religious purposes
• Eleemosynary corporation

  public charity
• civil corporation

  for business or profit
• de jure corporation

  existing in fact and in law
• De facto corporation

  existing in fact but not in law
• close corporation

  limited to selected persons or members of a family not exceeding 20 persons
• open corporation

  available for subscription or purchase by any person
• Publicly held corporation


  assets in excess 50,000 and having 200 or more holders, at least 200 of which are holding at least 100 shares of a class of its equity securities
• Parent or holding corporation

  related to another corporation, directly or indirectly elect
• Subsidiary corporation


  controlled by another corporation known as parent corporation
• Corporators


  founders of corporation whether as stockholders or shareholders
• Incorporators


  stockholders or members forming the corporation
• Natural Persons


  licensed to practice a profession
• Incorporators should be...


  natural persons of legal age, must own/be a subscriber to at least 1 share of capital stock
• All incorporators are corporators of a corporation but,

  not all corporators are incorporators.
• Shareholder (stockholder)


  corporators in a stock corporation, may be natural or juridical person
• Member


  corporators of a non-stock corporation
• Subscribers

  not fully paid persons
• All incorporators are subscribers but,


  a subscriber need not to be an incorporator
• Independent Director


  a person apart from shareholding
• Par value shares


  specific amount is fixed in the articles of incorporation, minimum issue price of the shares
• No-par value shares


  without any value appearing on the face of the certificate of stock
• Minimum stated value


  5 pesos per share
• Voting shares


  issued with the right to vote
• non-voting share


  issued without the right to vote
• Ordinary shares


  entitled with equal pro-rata division of profits without any preference