COMMERCIAL LAW- NOTES

• Corporation


  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
• Forms of corporations


  • Stock corporations
  • Non-stock corporations
• Stock corporations


  Have capital stock divided into shares and are authorized to distribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of the shares held
• Non-stock corporations


  All other corporations
• Doctrine of separate judicial personality


  A corporation is a legal or juridical person with a personality separate and distinct from its individual stockholders or members or to any other legal entity to which it may be connected
• Corporate term


  Perpetual existence unless its articles of incorporation provide 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 must be in writing and signed by the maker or drawer
  • It must contain an unconditional promise or order to pay a sum certain in money
  • It must be payable on demand, or at fixed or determinable future time
  • It must be payable to order or to bearer
  • Where the instrument is addressed to a drawee, he must be named or otherwise indicated therein with reasonable certainty
• 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
  • Fire
  • Marine
  • Casualty
  • Suretyship
  • Compulsory Motor Vehicle Liability Insurance
  • Microinsurance
• 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.
• Common carriers 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 the Civil Code provides for the presumption of fault on the part of the common carrier whenever accidents occur.
• 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.
• Securities include


  • Shares of stocks
  • Bonds
  • Debentures
  • Notes evidences of indebtedness
  • Asset-booked securities
  • Investment contracts
  • Certificate of interest or participation in profit sharing agreement
  • Certificates of deposit for a future subscription
• Banks


  Entities engaged in the lending of funds obtained in the form of deposits.
• Classification of banks


  • Universal banks
  • Commercial banks
  • Thrift banks
  • Rural banks
  • Cooperative banks
  • Islamic banks
• Universal banks


  Have the same powers as commercial banks, plus the powers to operate an investment house, whether as an integral unit or as a subsidiary, and to invest in non-allied enterprises.
• 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.
• Intellectual property rights cover


  • Copyright and related rights
  • Trademarks and service marks
  • Geographic indications
  • Industrial designs
  • Patents
  • Utility models
  • Layout-designs (topographies) of integrated circuits
  • Protection of undisclosed information
• 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


  Confined to literary and artistic work 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.