CORPORATION CODE Flashcards
RA OF REVISED CORPORATION CODE
REPUBLIC ACT NO. 11232
An artificial being created by operation operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incidental to its existence
Corporation
Classes of corporation
Stock and Non-stock
Those which have capital stock dividend into shares and are authorized to distribute to the holders od such shares, dividends or allotments of the surplus profits on the basis of the shares held
Stock corporation
Those who compose a corporation whether as stockholders or shareholders in a stock corporation or as members in a non stock corporation
Corporators
Those stockholders or members mentioned in the articles od incorporation as originally forming and composing the corporation and who are signatories thereof
Incorporators
Holders of non voting shares shall nevertheless be entitled to vote on the following matters
a) amendment of the articles of incorporation
b) adoption and amendment of bylaws
c) sale lease exchange mortgage payment pledge or other disposition of all or substantially all of the corporate property
d) incurring, creating, or increasing bonded indebtedness
e) increase or decrease of authorized capital stock
f) merger or consolidation of the corporation with another corporation or other corporations
g) investment of corporate funds in another corporation or business in accordance with this code
h) dissolution of the corporation
Not permitted to issue no-par value value shares of stocks
Banks Trust Insurance Pre-need companies Public utilities Building Loan association
T/F
Board of directors were authorized in the articles of incorporation, may fix the terms and conditions of preferred shares of stock or any series thereof
True
Advantages of no par
Deemed fully paid
Non assessessable
Not liable
Disadvantage of no par
Promote issuance of no par
Founders shares
Exclusive right to vote and be voted for in the election of directors is granted, it must be for a limited period not to exceed five years from the date of the of incorporation
Shares that may be issued by the corporation when expressly provided in the articles of incorporation. They are shares which may be purchased by the corporation from the holders of such shares upon the expiration of a fixed period, regardless of the existence of unrestricted retained earnings
Redeemable shares
Shares of stock which have been issued and fully paid for, but subsequently reacquired by the issuing corporation through purchase, redemption, donation, or some other lawful means
Treasury shares
Not entitled to dividends
Can be distributed as property dividends
Treasury shares
