Corporation Flashcards
What is a corporation?
A corporation is 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.
Who shall preside in the meetings of the Corporation?
The chairman or, in his absence, the president shall preside at all meetings of the
directors or trustees as well as of the stockholders or members, unless the bylaws
provide otherwise.
The commencement of corporate existence and juridical personality.
Upon issuance of certificate of incorporation
Define by-laws
By-laws are mere internal rules among stockholders and cannot affect or prejudice third
persons who deal with the corporation unless they have knowledge of the same
Where should the Meetings of Stockholders or Members be held?
Stockholders’ or members’ meetings, whether regular or special, shall be held in the
principal office of the corporation as set forth in the articles of incorporation, or, if not
practicable, in the city or municipality where the principal office of the corporation is
located
How long is the corporate term based on the revised corporation code?
A corporation shall have perpetual existence unless its articles of incorporation provide
otherwise.
When will the stock certificate be issued?
The Corporate Secretary may issue the stock certificate only if the stockholder has paid
the full amount of subscription. In other words, no stock certificate can be issued if the
subscription price is not yet fully paid
What is appraisal right?
The right of a stockholder to object on certain corporate acts and transactions and
compel the corporation that he be paid the fair value of his shares.
What is appraisal right?
The right of a stockholder to object on certain corporate acts and transactions and
compel the corporation that he be paid the fair value of his shares.
What is a corporation by estoppel?
All persons who assume to act as a corporation knowing it to be without authority to do
so shall be liable as general partners for all debts, liabilities and damages incurred.
What is the Business Judgement Rule?
The stockholder cannot go to court just to question the wisdom of the decision of the
Board of Directors.
What are Ultra Vires Acts?
Acts beyond the express, implied, and incidental powers of the corporation conferred by
the Corp. code or its articles of incorporation.
Certificate of Stock
It is a written instrument signed by the proper officer of a corporation stating or
acknowledging that the person named in the document is the owner of a designated number
of shares of its stock.
Uncertified Shares
Is a subscription duly recorded in the corporate books but has no corresponding certificate of
stock yet issued
In order to determine whether a corporation is a domestic or a foreign corporation, the main
point of query is:
The place of incorporation
