CORP CODE Flashcards
Vote to create ExCom
Majority of all its members
What is the Corp Code History?
Act of American Regime-Commonwealth Act-Republic Act-PD/BP/Letter of Instruction-R.A
RA No. of RCCP
RA No. 11232
When RA 11232 was signed into law?
Feb 23, 2019
When was Act 1459 enacted?
April 01, 1906
BP 68 was enacted when?
May 1, 1980
The title of the Code is
Revised Corporation Code of the Philippines
A corporation is an _______ _____ created by ______ of _____ having the _____ of _____ and the ____, attributes, and _____ expressly authorized by law or incidental to its existence.
artificial; being; operation; law; right; succession; powers; properties.
What are the two kinds of Juridical Persons?
Private JP- Partnership, Corporations
Public JP- Provinces, Cities, Municipalities, Barangay
Who decides in Corporation?
BOD
Those which 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.
Stock Corp
All other corp other than stock.
Non stock
Corp having the right of succession means
Continues to exist
This doctrine states that SHs are liable only up to the extent of their unpaid subscription
Trust Fund Doctrine
This is the general rule and which states that corporation is separate and distinct
Doctrine of Corporate Fiction
This doctrine is the exception to the general rule that corp is separate and distinct
Doctrine of Piercing/Disregarding/ Removing the Veil of Corporate Fiction
True or False?
Once an incorporator, always an incoporator?
True
It is a doctrine where corp can exercise up to extent of its limited capacity, divided into three;
EXPRESS
IMPLIED
INHERENT
Four tests to determine the nationality of a corporation
Incorporation Test- place of incorporation
Control Test- Majority of SHs, citizenship
Business Domicile or Center of Migrant Rule- operate
Grandfather Rule- Look at the SHs of the corporarion of investing stockholder
It is the total number of shares of corporation
Capital Stock
It is when the capital stock was approved by SEC
Authorized CS
The corporation is not entitled to constitutionsk rights against self-incrimination
True
Private Corporations are created under the authority of the State through Corp Code
Certain Corp are created by special laws by Congress
both are true
It is a theory which refers that a corporation owes its existnce to the law and the state and the extent of its existnce, powers and liberties fixed by charter.
Concession Theory
Commencement of Corporate Existence
At time of the issuance of COI or Registration Except (3)
3 Exceptions where commencement of corpo existence doesnt start upon issuance of COI
Corporations by Estoppel
Created by Special Law
Sole Corporation- reckoned from the filing of verified articles
Done within corporate powers
Intra Vires Act
Done beyond the corporate powers
Ultra vires act
Powers that are expressly authorized by Corp Code and other laws, and AOI
Express Powers
Those powers that are necessary or inferred for exercise of express powers.
Implied
Those powers incidental or inherent to the existence of a corporation
Incidental
😢EXPRESS POWERS OF CORP CODE (😢 ES P E2 R IS AD S P A3)
🙍♀️exercise such other powers as may be ESsential or necessary to carry out its purpose
🙍♀️Purchase, receive, take or gant, hold, convey, sell, lease, pledge, mortgage
🙍♀️Establish pension, retirement and othe plans for benefit of its D, T, O, and employees.
🙍♀️Enter into a partnership, JV, merger or conso
🙍♀️make Reasonable donations, no foreign corp shall give donations in aid of any political party
😣stock corpo, to ISsue or sell stocks to subscribers and to sell treasury stocks
😣Admit members to the corp if non stock corp.
🦶🏻Sue and be sued to its corpo name
🦶🏻Perpetual Existence unless COI provides otherwise
🦶🏻Amend its AOI
🦶🏻Adopt By laws
🦶🏻Adopt and use a corporate seal
Implied Powers differ dependibg on the nature of such business enterprise
True
Incidental Powers- attached to a corporation at the moment of its creation without regard to its exoressed powers or particular primary purpose. ( SU SU CO GOV A H!) 🤝
right of Succession
right to Sue and be sued
right to have COrporate name
right to make bylaws for its Governance
right to Acquire and
Hold properties for the purpose authorized by charter
What is the status of ultra vires acts by the corp which are illegal per se?
Null and void
What is the status of ultra vires acts by the corp for failure to comply with voting formality required by law?
Null and Void but declaration of nullity may be barred by estoppel
What is the status of ultra vires acts by the corp for being outside the primary and secondary purposes of the corporation?
Voidable on the part of the other party
Status of UVA or Contracts by the Corporate Officers on Behalf of the Corporation which are illegal per se?
Null and Void
Status of UVA or Contracts by the Corporate Officers on Behalf of the Corporation which are unathorized or when the corporate officers exceed their authority?
Unenforceable but may become enforceable on the basis of (3)
1. Express or Implied Ratification by the. orporation
2. Doctrine of Estoppel
3. Doctrine of Apparent Authority of the Corporate Officers
Identify the advantages of forming a corporation.
I. More taxes particulary indirect double taxation
II. Being subject to greater degree of governmental regulation
III. Weakened credit rating because of limited liability feature
IV. Little Voice of SHs in Mgt
V. High Cost of Formation
VI. Ease in Raising Funds
VII. Ease in transferability of shares of stocks in case of stock corp
VIII. Centralized Management
IX. Legal Capacity to act as a distinct unit
X. Strong Juridical Personality
XI. Limited Liability on the Part of Investors
XII. Continuity of Existence
VI-XII
Corporations which have cap stock divided into shares and are authorized to distribute to the holdres of such shares dividends or allotments of the surplus profits on the basis of the shares held?
Stock Corporations
Corporations that are not authorized to distribute surplus profits
Non Stock Corpo
Corpo organized under or created by virtue of the Philippine Laws, either by legislative act or under the provisions of the General Corporation Law
Domestic Corporations
Corpo organized or formed or existing under any laws other than those of the Philippines
Foreign Corpo
Corpo whose shares of stock are held by number of persoms not exceeding 20. Usually created by closely related individuals such as family. This corp cannot list in LSE and certain restictions are placed in the transfer of shares
Close Corp
Corpo that can accept outsiders as SHs and authorized to list in stock exchange and the transfer of shares are not required to have restrictions. If then listed, it will be known as?
Open Corpo; Publicly Listed Corpo
Formed for some private purpose, benefit, aim or end, created under the provisions of a general enabling law
Private Corp
Those created by special law for a public purpose
Public Corp
It is a public corporation created by special law for the governance of a particular local territory
Municipal Corporation
Public corporation created by special law for public purpose but performing proprietary or commercial functions
GOCC
Corporations formed for religious or spiritual purposes which may be classified as a religious society or a corporation sole
Religious or Ecclesiastical Corp
Corporation which of only of one individual formed for the purpose of administering and managing, as trustee, the affairs, property, and temporalities of any religious denomination, sect or church.
Corporation Sole
Corporation that may be formed by chief archbishop,bishop, priest, minister, rabbi, or other presiding elder of such religious denomination, sect or church
Corporation Sole
Corpo which is composed of more than one individual and may be formed by any religious society, order, diocese, synod, or district organization of any religious denomination, sect or upon written consent/affirmative vote of atleast 2/3 of its membership for the administration or management of its affairs, properties, and estate by filing with SEC, its AOI verified by affidavit of presiding elder, secretary or clerk/any member of such religious society?
Religious Societies
This corporation can be composed upon written consent/ affirmative vote of ______ ______ of its membership for the administration or management of its affairs, properties, and estate by filing with SEC. Its AOI is verified by _____ of presiding____, secretary or clerk/ any member of such religious society
Religious Societies; atleast 2/3; affidavit; elder
Corpo organized other than purpose of religion. Further classified as Eleemosynary or Civil
Lay Corporations
It is classified under Lay corporation which is formed or created for charitable purposes
Eleemosynary
Classified under Lay corporations which is formed or created for the benefit of the persons composing it and not for charitable purposes
CIVIL
This is allowed in a De Facto Corpo via quo warranto by Solicitor General
Direct Attack
It means that the main subject of the case is other than attacking the personality or questioning
Collateral Attack
Corporation that controls another corporation
Holding or Parent Corporation
Corporation being controlled by another corporation
Subsidiary Corporation
A corporation which is member of a group of companies
Affiliate
Corporation being significantly influenced by an investor
Associate
Those who compose a corporation, whether as Stockholder or SHs in a stock corp. or as members in a non stock corp.
Corporators
Those STHs or members mentioned in AOI as originally forming and composing the corp and whose signatories thereof.
Incorporators
This can be real or personal property, belongs to corporation, fluctuates
Capital
The amount of this stock is fixed and when issued the owner is the SHs, only personal property.
Capital Stock
Doctrine of Equity of Shares
Each share shall ne equal in all respects to every other share, except as otherwise provided in the AOI and in the certificate of stock.
This is a method by which the percentage of Filipino Equity in corporations engaged in nationalized and/for under the Constitution and other nationalization is accurately computed
Grandfather Rule
It has all the powers of a de jure corp but its due existence can be attacked directly in a auo warranto
De facto
One which has exercised corporate powers for such a length of time without interference by the State and which by fiction of law
Corporation by prescription
one which is in reality not a corporation but considered as one with respect to those who are precluded by their admission or conduct from denying its existence.
Corp by estoppel
Part of cap stock which is subscribed whether paid or unpaid
Subscribed capital stock
part of subscribed cap stock paid to the corporation
Paid Up Capital Stock
part of cap stock which is not issued or subscribed
Unissued CS
Refers to total par value of all issued par value shares
Legal Capital
Refers to capital with which a corporation whose shares are without par value
Stated Capital
Refers to actual property of corporation
Capital
refers to the performance of conditions, acts, deeds and writings by incorporators and the official acts, certification or records. Filing of articles of incorporation and applications for amendments thereto with SEC in the form of electronic documents is now allowed subject to rules and regulations to be issued by SEC
Formation of Private Stock Corp or Incorpo
This is undertaken by promoters or organizers who look for investors and bring them together to form the corp. The corp has not validly existed yet and a promoter/organizer who enters into contracts on behalf of proposed corporation.
Promotional Stage
Right to Vote of Redeemable Preferred Shares ( IN3 A2 MER SA D)
Increase or decrease of CS
Incurring, creating or jncreasing ACS
Investment of corporate funds in another corporation or business
Amendment of AOI
Adoption and amendment of bylaws
Merger or Consolidation
Sale, lease, exchange, pledge, mortgage or other disposition substantially all of the corporate property,
Dissolution of the corporation
A name of corp that consists solely of special symbols, punctuation marks or specially designed characters shall not be registered.
TRUE
The full name or surname of a person may be used in a corporate or partnership name if he or she is a STH, member or partner and has consented to such use, if the partner is already deceased, the consent shall be given by his or her estate.
True
Steps in Incorporation
1. Name verifications
2. Drafting of AOI
3. Filing of Articles of Incorp
4. Payment of filing, publication, and other fees.
5. Issuance of COI by SEC.
ALL ARE TRUE
It is the operative act that will grant juridical personality to the corporation..
Issuance of COI
Also known as corporate franchise. This is the right and privilege also granted by the State to exist as a corporation.
Primary Franchise
Refers to different rights, privileges and powers which are obtained by the corp, which are nit a prerequisite to corporate existence such as the right to occupy and use public places for the operation of system off water, gas works, etc.
Corporate Franchise
Basic Governing Document of a Corporation
Articles of Incorporation
CONTENTS OF AOI. (S AM PL TE NA DE ACT NO. NA )
(b) The specific purpose or purposes for which the corporation is being formed. Where a corporation has more than one stated purpose, the articles of incorporation shall indicate the primary purpose and the secondary purpose or purposes: Provided, That a nonstock corporation may not include a purpose which would change or contradict its nature as such;
stock corporation, the amount of its authorized capital stock, number of shares into which it is divided, the par value of each, names, nationalities, and residence addresses of the original subscribers, amount subscribed and paid by each on the subscription, and a statement that some or all of the shares are without par value, if applicable;
place where the principal office of the corporation is to be located, which must be within the Philippines;
term for which the corporation is to exist, if the corporation has not elected perpetual
names, nationalities, and residence addresses of the incorporators;
other matters consistent with law and which the incorporators may deem necessary and convenient.
names, nationalities, and residence addresses of persons who shall act as directors or trustees until the first regular directors or trustees are duly elected and qualified in accordance with this Code;
number of directors, which shall not be more than fifteen (15) or the number of trustees which may be more than fifteen (15);
The name of the corporation;
If the corporation opt to have definite term, any extension thereof can be made no ______ than ___ years prior to expiry date, unless there is a justifiable reason to allow earlier eextension.
earlier; 3
After expiration of the corporate term, a corporation may file for revival. Upon approval by the Commission, the corporation shall be deemed ________ and certificate of _________ of corporate existence shall be issued, giving it perpetual existence, unless its application for revival provides otherwise
revived; revival
Number of Incorporators
Not more than 15
Qualifications for Incorporators
Must be a natural persons now can also include a partnership, association or corporation
Of Legal Age
Must own or subscribe to atleast 1 share
ALREADY REMOVED- /majority must be residents of the Phil/
Now, the requirement is that of residency not citizenship.
What is the Filipino ownership requirement for Mass Media?
100%
What is the Filipino ownership requirement for Advertising?
70%
What is the Filipino ownership requirement for Educational Institution?
60%
What is the Filipino ownership requirement for exploration, evaluation, and development of natural resources?
60%
What is the Filipino ownership requirement for ownership of land?
60% of STHs of Corp must be Filipinos
This composed the governing board in stock corporations which should not exceed 15
Directors
This pertains to non-stock which may exceed 15
Trustees
Corpo vested with public interest that should have Independent Directors constituting atleast 20% of such board
- Corps covered by SRC
- BA QU PRE IN TRU CO PA IN NO
- Other corp vested in public corp vested with public interest
A person who apart from shareholdings and fees received by corporation is independent of management
Independent Director
It is also a maximum amount fixed in the articles to be subscribed and paid in
Authorized Capital
Consideration for stocks (8)
- Actual Cash Paid to the Corp
- Property, tangible or intangible, actually received by corpo
- Labor performed for or services actually rendered
- Previously incurred indebtedness
- Amounts transferred from unrestricted retained earnings
- Outstanding shares exchanged in event of reclassification
- Shares of stock in another corpo
- Other generally accepted form of consideration
T/F
Stocks cannot be issued for a consideration less than the par or issue price thereof
TRUE
Promissory notes or future services cannot be considered valid for consideration for stocks
True
If there are any restrictions and/or preferences on the shares of stock, in order to be binding. it should be indicated: if be a Ordinary Stock Corp, it must be indicated in
AOI and Stock Certificate
If there are any restrictions and/or preferences on the shares of stock, in order to be binding. it should be indicated: if be a Ordinary Stock Corp, it must be indicated in
AOI, Stock Certificate, By Laws
If there are any restrictions and/or preferences on the shares of stock, in order to be binding. it should be indicated: if be a Close Corp, it must be indicated in
AOI, Stock Certificate, By Laws
What are the other matters to be indicated on the AOI?
- Name of treasurer
- No Transfer Clause; in case a corp is required to maintain a required minimum Filipino ownership
- Execution Clause; contain names and signatures of incorpo
- Notarial Acknowledgement
What are the other matters to be indicated on the AOI?
- Name of treasurer
- No Transfer Clause; in case a corp is required to maintain a required minimum Filipino ownership
- Execution Clause; contain names and signatures of incorpo
- Notarial Acknowledgement
Grounds when AOI may be Disapproved (CA PE PA NOT)
- certification concerning the amount of /Ca/pital Stock subscribed is false.
- Required /pe/rcentage of Filipino ownership
- purpose/s are PAtently unconstitutional, illegal, immoral or contrary
- AOI is /Not/ substantially in accordance with form.
NO AOI or Amendment to Articles of incorpo shall be approved by Commission unless accompanied by a favorable recommendation by govt agency. (BA BA QU PRE IN TRU CO PA IN NO)
banks
banking
quasi banking
pre need
insurance
trust companies
pawnshop
financial Intermediaries
Non stock savings loan assoc inc.
When a Name is not distinguishable, commission remedies follows:
Cease and Desist
Removal
Contempt
Administratively, criminally or civilly liable
Revoked Registration
If a corp does not formally organized and commence its business within _ years from the date of incorporation, its COI shall be deemed revoked as of the end of the _ year period.
5;5
If commenced its business but subsequently becomes inoperative of atleast _____ consecutive years. After due notice may become deliquent status
5
RA no. of The Securities Regulation Code
RA no. 8799
Registered in SRC are those registered with the Commission, having an assets of atleast ________ million and having _______ or more holders of shares, each holding atleast ______ shares of a class of equity.
50; 200;100
Corp that should have ID constituting atleast 20% [BA QU PRE IN TRU CO PA IN NO]
DAPAT ALAM MO NA TO CHIARA BY NOW!
T/F.
Each STH have the right to nominate any director or trustee who possesses all qualification and non qualification
True
T/F
When authorized by laws or by majority of BOD, STH or members may also vote through remote communication or in absentia
TRUE
T/F
1. President who must be a director
2. Treasurer who must be a resident
3. Secretary-Citizen and resident of Phil
ALL ARE TRUE
If a corporation is vested with public interest, it should elect a ____ ____?
compliance officer
No one shall act as
I. president and secretary
II. president and treasurer
III. secretary and treasurer
1 and 2 only
Being President and Treasurer in one person is allowed in OPC
True
Being a president and secretary in one person is allowed in OPC
FALSE
It means that decision of BOD on matters of management cannot be changed by court unless such management is ultra vires or destructive
Business Judgment Rule or Doctrine of Management Prerogative
STHs vote is determined by the number of shares he owns. Example Keil has 1000 shares he gets 1000 votes
Straight Voting
It includes the preparation and filing of the AOI and relevant supporting documents with the SEC and the issuance of the COI
Process of Incorporation
DEFEAT PUBLIC CONVENIENCE, JUSTIFY WRONG, PROTECT FRAUD, DEFEND CRIME CONFINED IN THE DOCTRINE of?
PIERCING THE VEIL OF CORPORATE ENTITY
DOMESTIC CORP CAN NOW DONATE IN ANY POLITICAL PARTY OR CANDIDATE
TRUE
CORP CANNOT ACT AS ACCOMMODATION PARTY
TRUE
Limited Liability Principle is applicable only when there is insolvency
TRUE
PRINCIPAL OFFICE MUST BE INDICATED IN AOI
TRUE
AFTER THE EXPIRATION OF CORP TERM, REVIVAL MAY BE FILED
TRUE
Corporators can be of not legal age
TRUE
DIRECTORS SHOULD NOT EXCEED 15
TRUE
ISSUED + subscribed -treasury shares
OCS
There is no minimum paid up capital now
TRUE
It is the supreme authority in matter of management
Bod
cumulative voting is not allowed in non stock unless allowed by AOI or By laws.
TRUE
gives the STH to vote as many votes as the number of directors to be elected multiplied by number of shares.
CUMULATIVE
If STH will give all the shares in one person, in cumulative voting. it is called
CUMULATIVE VOTING FOR ONE CANDIDATE
If he or she will distribute them among the candidates it is called
cumulative voting by distribution
Motu Proprio
no need to wait for complain, SEC is now empowered
NO CASE SHALL THE TOTAL YEARLY COMPENSATION THE DIRECTORS WILL RECEIVED EXCEED 10% of NI before tax. except if
they are performing other than of a director
ACQUIRING ADVERSE INTEREST ON A MATTER REPOSED IN HIM IN CONFIDENCE
A director is liable to account for profits if he attempts to acquire or acquires any interest adverse to the corporation in respect to any matter reposed in him
Self dealing director entered into contract status is?
voidable
INTERLOCKING DIRECTOR ENTERED INTO CONTRACT STATUS IS
VALID
INTERLOCKING DIRECTOR STATUS ENTERED INTO CONTRACT VOIDABLE IF
there is fraud
nominal 20%
substantial 20% up
If only stockholder right is injured the remedy to file against erring director or officers is called
Individual or Personal Action
If more than or member of class is injured, the suit to file it is called
Representative or Class Suit
If an action is based on injury to the corp or against the director or officers is called
Derivative Suit
The by laws of a corpo may create an ex com composed of
not less than 3 members of board
EXCOM HAVE NO POWER TO (5) (AM2 DI FA)
Amend or repeal the bylaws or adopt new by laws
Amend or repeal any resolution of the board which by its express terms is not so amendable or repealable
Distribute cash dividends to the SHs
Fill up vacancies in the board
Approve any action for which stockholders approval is required
A Corporate officer or agent may represent and bind the corporation with third persons which includes
Intentionally conferred
Incidental; Implied
Custom and Usage
Apparent Powers
Personal liability may validly attach when
- He assents a) patently unlawful act of corporation, bad faith or gross negligence, conflict of interest.
- Consents to the issuance of watered stocks or who, having knowledge thereof.
- He agrees to hold himself personally and solidarily liable
- Via specific provision of law
BOD OF RESOLUTION
GR: majority of those present
election majority of quorum
The law requires that preferred stocks should have preferred par value
TRUE
Allowed to participate in excess dividends
Participating Preferred Share
T/F
NO PAR VALUE SHOULD NOT BE ISSUED LESS THAN 5
TRUE
Happened when the shares are issued at less than its par value or issue price
WATERED STOCKS
Who is liable for the difference for par value watered stocks?
It could be the director and the subscribers stockholder
IF DIRECTOR DOESNT ASSENT FOR WATERED STOCK, HE/SHE is not liable unless with WRITTEN DISSENT
True
Who is liable for watering of stocks with no par value shares?
It is the director only not the subscribers stockholder, be it no par, once issued it is deemed fully paid and non assessable
Pre incorporation Subscription are deemed irrevocable if
For a period of atleast 6 months from date of subscription
After submission of the AOI to the SEC
What is the effect of deliquency of shares of stocks?
STH thereof immediately loses the right to vote and to be voted upon or represented in any STH meeting
T or F? There is a watered stock even in no par value shares but the difference is as to regards to its par value shares only
True
When does the BOD can be compelled to declared dividends?
If the retained earnings are in excess of 100% of the paid up capital.
It is the shareholders right to subscriber to all issues or disposition of shares of any class in proportion to his present holdings.
PRE EMPTIVE RIGHT
Method of paying a shareholder for taking of his property. It is a statutory means whereby a stockholder can avoid the conversion of this property into another property not of his own choosing.
Appraisal Right
Who keeps the book in corp?
Corp secretary
This kind of duty entails that BOD must follow the Corp Code and all implementing rules and regulations issued by SEC
Duty of Obedience
This kind of duty entails that the BOD must observe ordinary diligence or diligence of good father of a family in making business judgment fir the corporation
Duty of Diligence
These are services that is offered by an external auditor to a corporation that are not directly related and relevant to it’s statutory audit functions.
Non audit work
Three Board Committees Under RCC?
Audit Committee
Nomination Committee
Remuneration Committee
Corpo Officers have the authority to act on behalf of corpo on the following matters
intentionally conferred
incidental
implied
custom and usage
apparent powers
T OR F?
CORP OFFICER is nit civilly liable or criminally liable for acts done
TRUE
Personal liability of D/T/O when
He
assents
consents
agrees
made
Appear before the Commission when summoned in relation to this code is one of the duties of a?
Compliance Officer
Issue a certification every January 30th of the year on the extent of the corporation compliance with this code is one of the duties of a?
Compliance Officer
Recommend the imposition of appropriate disciplinary action on the responsible parties and the adoption of measure to prevent repetitive violation is a duty of?
Compliance Officer
shares subject to suspensive condition
Escrow shares
FS is certified if in accordance with the Code and the rules the SEC may prescribe
TRUE
The FS may be certified under oath by treasurer or president if total assets or total liabilities of corpo is
less than 600,000 or such other amount as determined by DOF
It refers to the agreement whereby STHs of a stock corp confers upon a trustee the right to vote and other rights pertaining to shares
VTA
Identify
STH who may wish to sell or assign his shares must first offer the shares to the corp or to other existing SThs
Right of First Refusal
Refers to rules of action adopted by a corporation for its internal government and for the regulation of conduct. It is effective after approval by SEC.
BY laws.
Adoption of by laws can be adopted prior or after incorporation
TRUE
T/F
The meeting is still valid even if improperly held as long as ALL STHS or members are present or duly represented.
TRUE
T/F
The meeting is still valid even if improperly held as long as ALL STHS or members are present or duly represented. Except if the purpose of attendance is only object to the transaction of any business because the meeting is not lawfully called or convened
TRUE
When STHs is allowed to attend meeting in absentia if
In case of by laws
majority of BOD authorizes the same
even without authorization in case corp vested with public interest
Uniting or amalgamation of two or more existing corp to for a new
CONSOLIDATION
T/F
Staggered Term is Removed under RCC
True
LIQUIDATION AND WINDING UP MAY BE DONE BY
THE CORPORATION ITSELF THROUGH BOD (3 YEARS APPLIED HERE ONLY)
BY A TRUSTEE APPOINTED BY THE CORP
BY APPOINTMENT OF A RECEIVER
T/F
ADOPTION OF BY LAWS CAN BE MADE
Prior to incorporation wherein it must be signed by all incorpo without needs of the majority vote of outstanding stocks or members as long as it is submitted together with AOI
true
T/F
Adoption of by laws may be made after incorpo which is submitted within 1 month after receipt of the notice of issuance of COR and must be approved by majority of the OCS or members. Failure to file within ___ month period may be a ground for suspension or revocation of the corporate franchise
1 month
It refers to corpo book which contains
1. record of all stocks in the names of STHs alphabetically arranged
2. the installment paid and unpaid on all stock for which subscription has been made
3. Date of payment of any installment
4. Statement of every alienation
5. Sale or Transfer of stock made,date thereof, whom made and such other entries as the by laws may prescribe.
It must be set up and registered by corp with the SEC within ____ dats from receipt of its certificate of registration.
30
All entries in the contents of by laws must be made only by ___ ___ in the absence of stock and transfer agent employed. If any entry is made other than the ____ ___ it shall be null and void.
corporate secretary
Unless the by laws provide for a longer period the stock and transfer book or membership book shall be closed atleast ___ days for regular meetings and ___ days for special meetings before the schedule date
20 days; 7 days
T OR F
Meeting is still considered valid even if improperly held as long as ALL the STHs or members are present or duly represented. except if the purpose their attendance is only object to the transaction of any business.
TRUE
T OR F
S1. Notice of any meeting may be waived, expressly or impliedly by any STH or member
S2. General waivers of notice in Aoi shall not be allowed
BOTH ARE TRUE
A STH or member who participates through remote communication or in absentia shall be deemed _____
present for purposes of quorum
RCC now allows STHs or members to vote through remote communication or in absentia, in case the by laws or majority of BOD authorizes the same, or even without such authorization in case of corporation vested with public interest
TRUE
D/T are also now allowed to attend the meeting through remote communication such as videoconferencing, teleconferencing or other alternative modes of communication
true
It us the combination of two or more corpo whereby one corporation-surviving corpo absorbs the other corpo known as absorbed corpo
Merger
It is the combination of two or more corpo where one known as constituent corpo and forming a new corporation, known as consolidated corpo
CONSOLIDATION
It is one formed by a natural person a trust or an estate, who is the stockholder thereof.
OPC
Not Applicable to OPC
- Authorized Capital Stock
- Minimum Capital Stock
- By-Laws
- Minutes of the Meetings of the BOD instead RESOLUTIONS RECORDED IN MINUTES BOOK
Not allowed to incorporate as an OPC
BA, QU, PRE, IN TRU CO
Public and publicly listed companies
Non Chartered GOCCS
Natural Persons for the purpose of exercising their profession
The sole stockholder shall automatically be the sole director and the President. Within ___ days from the issuance of its certificate if incorporation. OPC shall appoint treasurer, corporate secretary and other officers as it may deem necessary and notify the SEC thereof within ___ days from appointment
15; 5
Corporate Secretary responsibilities
- Maintaining the minutes book and or records of corporation
- Notify the nominee or alternate nominee of the death or incapacity of the single STH, notice shall be given not later than 5 days
- Notify the SEC of death of single STH within 5 days from such occurrence and stating in such notice the names, residence, addresses and contact details of all known legal heirs
- Call the nominee or alternate nominee and the known legal heirs to a meeting
Treasurer in an OPC is allowed?
yes, provided that he shall give a bond to the SEC in such sum as may be required and a written undertaking faithfully administer the OPCs funds to be received as treasurer and to disburse and invest the same
Single STH shall designate a nominee and alternate nominee who shall, in the event of the single stockholders death or incapacity.
The written consent of the nominee and alternate nominee shall be attached to the application for incorporation. Such consent may be withdrawn in writing any time before the death or incapacity of the single STH.
TRUE
When the incapacity of single STH is temporary, the nominee shall sit as director and managed the affairs of the OPC until the STH regains the capacity to assume such duties
TRUE
In case of death or permanent incapacity of the single STH, the nominee shall sit as director and manage the affairs of OPC until the legal heirs.
alternate nominee shall sit as director and manage the OPC in case the nominees inability, incapacity, death or refusal to discharge the functions as director and manager of the corporation and only for the same term and under the same conditions.
BOTH ARE TRUE
Can the single STH change its nominee and alternate nominee by submitting to the SEC the names of the new nominees and their corresponding written consent? AOI need not be amended here?
Both are true
A sole shareholder claiming limited liability has the burden of affirmatively showing that the corporation was adequately financed.
TRUE LIABILITY OF SINGLE STHOLDER
Explain Conversion from Ordinary Corp to OPC
when a single sth acquires all the stocks of an Ordinary Stock Corp, the latter may apply for conversion into OPC, subject to submission of such documents as the sec may require
Conversion from OPC to Ordinary Corporation
An opc may be converted to ordinary corporation after due notice to the SEC within 60 days from occurrence.
Resident Agent is required to designate its resident agent on whom summons and other legal processes may be served. Is in sound financial standing and must show proof that in good standing as certified by SEC
TRUE
What constitutes doing business in the Philippines?
Continuity
Substance
Contract
It is the extinguishment of corporate franchise and the termination of corporate existence
Dissolution
