Commercial Law

• Mercantile or Commercial Law


  Subjects covered: Corporation Law, Negotiable Instruments Law, Insurance Law, Transportation Law, Banking Law, Intellectual Property Law, Business and Transactions, Allied Laws
• Corporation


  • Revised Corporation Code (R.A. No. 11232)
  • 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
• Form of Corporations


  • Doctrine of Separate Juridical Personality
  • Corporate term: perpetual existence unless its articles of incorporation provides otherwise
  • Corporate name: no corporate name shall be allowed by the Commission if it is not distinguishable from that already reserved or registered for the use of another corporation, or if such name is already protected by law or when its use is contrary to existing law, rules and regulations
• Negotiable Instrument


  A written contract for the payment of money and primarily intended as a valid substitute for money. It is transferred from one party to another either through delivery or indorsement.
• Common Forms of Negotiable Instruments

  • Promissory Note
  • Bill of Exchange
  • Check
• Negotiability


  • It is imperative that a negotiable instrument, as regards its negotiability, must conform to the requirements provided under the laws
• Insurance


  A risk-distributing device, a mechanism by which all members of a group exposed to a particular risk contribute premiums to an insurer. A contract of insurance is an agreement whereby one undertakes for a consideration to indemnify another against loss, damage or liability arising from an unknown or contingent event.
• Classes of Insurance


  • Life Insurance
  • Non-life insurance
• Common Carrier


  A person, natural or juridical, who is engaged in the business of transporting either passengers or goods or both, over land, water or air, for compensation and is available to the general public.
• Article 1733 of the Civil Code states that common carriers, from the nature of their business and for reasons of public policy, are bound to observe extraordinary diligence in the vigilance over the goods and for the safety of the passengers transported by them, according to all the circumstances of each case.
• The conduct of transporting passengers and goods by common carriers is necessarily imbued with public interest, which is why the Civil Code provides for the presumption of fault on the part of the common carrier whenever accidents occur.
• Securities Regulation Code


  The law aimed to establish, a socially concurs, free market that regulates itself, encourages the widest participation of ownership in enterprises, enhance the democratization of wealth, promote the development of the capital protect investors, ensure full and their disclosure about securities, minimize if not totally eliminate insider trading and other fraudulent or manipulative devices and practices which create distortions in the free market.
• Securities


  Shares, participation or interests in a corporation or in a commercial enterprise or profit-making venture evidenced by a certificate, contract, instrument(s) whether written or electronic in character.
• Banks


  Entities engaged in the lending of funds obtained in the form of deposits. Generally, banks are stock corporations. However, cooperative banks may also be formed under the Cooperative Code.
• Classification of Banks


  • Universal Banks
• Intellectual Property Rights


  Intangible property rights granted by law to owners of intellectual creations such as inventions, designs, signs and names used in commerce, and literary and artistic works.
• Trademark


  Any visible sign capable of distinguishing the goods (trademark) or services (service mark) of an enterprise from that of another and shall include a stamped or marked container of goods. In relation thereto, a trade name means the name or designation identifying or distinguishing an enterprise.
• Copyright


  The scope is confined to literary and artistic works which are original intellectual creations in the literary and artistic domain protected from the moment of their creation.
• Patentable Inventions


  Any technical solution of a problem in any field of human activity which is new, involves an inventive step and is industrially applicable.