Corporation Flashcards
Doctrine of Distinct and Separate Juridical
Personality
The corporation is regarded as a person.
ATTRIBUTES
- It is created by operation of law
- It has the right of succession
- It has powers expressly authorized by law or incidental to its existence
Piercing the Veil of
Corporate Fiction
SJP is disregarded if it is used to defeat
public convenience
- justify wrong
- protect fraud
- defend crime
CREATED BY OPERATION
OF LAW
• There must be a general law,
governing the creation of private
corporation
• Special law for GOCC
• A private corporation created
through a law enacted by legislature
is UNCONSTITUTIONAL
RIGHT OF SUCCESSION
- Corporation is not immortal, but only power to exist
continuously - Not affected by any changes in
the composition of corporators
powers specifically granted to a
corporation by law or by its
Articles of Incorporation. Section
35 of the Revised Corporation
Code (RCC)
EXPRESS POWERS
Not explicitly stated but reasonably
necessary to carry out the express
powers
IMPLIED FROM CONFERRED
POWERS
essential for the corporation’s
continued operation, even if not
expressly enumerated
INCIDENTAL POWER
Existence of a valid LAW
GOOD FAITH to incorporate
ACTUAL USE or exercise in
good faith of corporate
powers
De Facto Corporation
Exist when two or more persons
assume to act as a corporation
knowing it to be without authority
to do so
Corporation by Estoppel
Test to Determine Nationality
of a Corporation
- Place of Incorporation Test
- Control Test
- Grandfather rule
the Filipino equity is accurately computed
in cases where corporate SH with foreign
shareholdings are present, attributing the
nationality of the second or subsequent
tier of ownership to determine the
nationality of the corporate shareholder
GRANDFATHER
RULE
NATIONALIZED ACTIVITIES
Cable and Advertisement
Public Utilities
Mass Media
Mining
