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Corporation Law > Finals > Flashcards

Finals Flashcards

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1
Q

Non-voting shares still entitled to vote

A

(DA2SI3M)

DISSOLUTION

AMENDMENT -AOI

AMENDMENT and adoption - bl

SLEMPO - all or substantially all property

INVESTMENT - corp funds (into another corp)

INCUR, create, increase - bonded indebtedness INCREASE/decrease - cap stock

MERGER and consolidation

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2
Q

2 INSTANCES WHEN CALL IS NOT NECESSARY

A
  1. TERMS OF SUBSCRIPTION AGREEMENT

payable not upon call but

a. Immediately
b. Specific day c.

In installment at specified dates

  1. INSOLVENCY

due and demandable

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3
Q

3 THEORIES BASIS for holding SH and officers liable for watered stocks

A

SUBSCRIPTION CONTRACT THEORY

unacceptable in our jurisdiction

FRAUD THEORY

TRUST FUND DOCTRINE

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4
Q

CONSIDERATIONS purchase of SOS

A

(APILAO)

ACTUAL CASH

PROPERTY

Tangible intangible Actually received

Necessary and convenient - use and lawful purpose

Fair value equal to par or issued value

INDEBTEDNESS

Previously incurred

LABOR

Actually rendered

AMOUNTS TRANSFERRED

Unrestricted retained earnings to stated capital

OUTSTANDING SHARES

exchange for stocks

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5
Q

Grounds for derivative suit

A

EXPRESS ALLEGATION

suit derivative in nature

NATURE OF RELIEFS PRAYED FOR

for the benefit of the corporation

a. Wastage or dissipation of corp funds
b. Violation of the laws

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6
Q

Procedure for involuntary dissolution

A

FILING of a verified complaint

PROPER NOTICE

HEARING

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7
Q

SEC RULES - instances for suspension/revocation of COR

A
  1. Failure to ORGANIZE AND COMMENCE

the tranx of business Within 2 years from the date of incorporation

  1. INOPERATIVE for a continuous period of at least 5 years
  2. Failed to FILE BY-laws within theprescribed period i.e. w/in 1 month from receipt of notice of issuance of COI
  3. Failed to FILE/REGISTER for a period of 5 years their Financial statements General information sheet Stock and transfer book
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8
Q

GROUNDS FOR INVOLUTARY DISSOLUTION

A

(CUSOBOI - FRG2)

CONTINUANCE

of business is not profitable or feasibele

upon recommendation and finding of SEC

ULTRA VIRES

or misuse of rights privileges and franchise

_SURRENDER - r_ights privileges and franchise

commission or ommission of acts amounting to such

OFFENDED

any provision of law

BY-LAWS

failure to file within prescribed period

ORGANIZE AND COMMENCE

business tranx within 2 years from issuance of COR

INOPERATIVE

continuous period of at least 5 years

FAILURE TO FILE

required reports

REFUSAL

or defiance to comply with a lawful order of the SEC

grave violation of its franchise

GUILTY - FRAUD

in procuring COR

GUILTY - SERIOUS MISREPRESENTATION

as to what the corp can do and is doing

to the prejudice or damage of the general public

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9
Q

REQUISITES FOR DERIVATIVE SUIT

A

(SECAN)

SHAREHOLDER

as of the time the act or tranx complained of

party bringing the action

EXHAUSTION

intra-corporate remedies

CAUSE OF ACTION

actually devolves on the corp

APPRAISAL RIGHT

not available

NOT NUISANCE or HARRASSMENT

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10
Q

CANNOT BE CLOSE-CORPORATIONS

A

(PIPE BOMS)

Corporations declared to be vested with PUBLIC INTEREST

INSURANCE Companies

PUBLIC UTILITY

EDUCATIONAL INSTITUTIONS

BANKS

OIL COMPANIES

MINING COMPANIES

STOCK EXCHANGES

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11
Q

REMEDIES AVAILABLE WHEN CORP REFUSES TO ISSUE CERT OF STOCK

A
  1. FILE SUIT - specific performance
  2. FILE ALTERNATIVE SUIT - damages
  3. MANDAMUS
  4. RESCIND - recover money that has been paid
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12
Q

MATTERS RECORDED IN THE STOCK AND TRANSFER BOOK

A

(AISO)

ALL STOCKS

in the names of SH

alphabetically arranged

INSTALLMENT

paid and inpaid

STATEMENT

alienation

sale

transfer

OTHERS

by laws provide

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13
Q

3 POLICIES IN SHARE CLASSIFICATION

A

1. FREEDOM AND POWER

2. PRESUMPTION OF EQUALITY

3. VOTING RIGHTS on matters it considers fundalmental measures (da2si3m)

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14
Q

PRIMARY DISTINCTION OF CLOSE CORPORATION

A
  1. IDENTITY OF STOCK OWNERSHIP
  2. ACTIVE MANAGEMENT
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15
Q

CLOSE CORPORATION

DEFINITION; PROVIDES IN THE AOI THE FF:

A
  1. all issued shares are held of record by a specified number of people not more than 20
  2. transfer all issued shares of all classes are subject to one or more restrictions (under Title XII)
  3. should NOT list any of its shares in the stocks exchange or make any public offering of its shares

***not a close corp if 2/3 of its voting shares or shares entitled to vote are owned or controlled by another corp not a close corp

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16
Q

REQUIREMENTS/PROCEDURES

LICENSE TO DO BUSINESS IN THE PHILIPPINES

A
  • FILING A VERIFIED APPLICATION WITH THE SEC*
  • REQUIRED DATA*
  • CERTIFIED CONSULARIZED COPIES*
  • CERTIFICATION OF RECIPROCITY*
  • *************************************************************************
    1. _Copy of AOI and B_L certified in accordance with law

translation to an official language

  1. application for license under oath
  2. attached: certification of reciprocity
  3. statement under oath of the president

corp is solvent as of the date not exceeding 1 year prior

  1. banking, financial and insurance - must comply with the provision of existing law applicable to them
    e. g. favorable reccomendation
17
Q

WHAT MUST BE SET FORTH IN THE APPLICATION FOR LICENSE TO DO BUSINESS IN THE PH

A

(DARPS - DA3O)

DATE AND TERM

of incorporation

ADDRESS

​principal office in the country or state of incorporation

including street number

RESIDENT AGENT

​name and address

PLACE IN THE PH

where it intends to operate

SPECIFIC PURPOSE OR PURPOSES

intends to pursue

DIRECTORS AND OFFICERS

names and addresses

present

AUTHORIZED CAPITAL STOCK

statement and the aggregate number of shares it is authorized to issue

AMOUNT ACTUALLY PAID

statement

ADDITIONAL INFORMATION

necessary to help SEC determine whether it should be issued license

OUTSTANDING CAPITAL STOCK

statement and the aggregate number of shares it has issued

18
Q

GROUNDS FOR REVOCATION OF LICENSE

A

(Farcatiap - UMAO)

FAILURE

file its ANNUAL REPORT or pay any fee

appoint and maintain RESIDENT AGENT

submit statement of CHANGE of RA

submit AUTHENTICATED COPY of any AMENDMENT of its AOI/BL

pay TAXES, IMPOSTS, ASSESSMENT, PENALTIES

UNFIT to transact business

MISREPRESENTATION of any material matter

acts as AGENT OF or ACTING on behalf of another FOREIGN CORP not duly licensed to do business in PH

transact business OUTSIDE of the PURPOSE

19
Q

INSTANCES WHERE APPRAISAL RIGHT IS AVAILABLE

A

(ATSIM)

1. AMENDMENT

of AOI or BL changing or restricting rights of any SH or class of shares or authorizing preferences

2.TERM

extend or shorten

3. SLEMPOT

all or substantially all of its assets or property

4. INVESTMENT

corp funds

into another corp

outside of its primary purpose

5. MERGER OR CONSOLIDATION

20
Q

ACTS CONSTITUTION DOING BUSINESS

FIA 1991

A

(SAPO)

1. SOLICITING

orders

services contracts

opening offices - liaison or branches

2. APPOINTING

representatives

distributors

a. domiciled in PH
b. calendar year stay in the country for a period of 180 days or more

3.PARTICIPATING

management

supervision

control

of any domestic business or entity in the PH

4. OTHER ACT/(S)

implies a countinuity of commercial dealing or arrangements

business gain

21
Q

ACTS NOT CONSTITUTING DOING BUSINESS

FIA 1991

A

(MAPS CCP)

1. MERE INVESTMENT

2. APPOINTING

representative or distributor in PH

doing business in its own name

3. PUBLICATION

general advertisment in any print or broadcast media

4. STOCK OF GOODS

maintains … in PH

solely for having the same processed by another entity in the PH

5. CONSIGNMENT

by FC

equipment

with local company for the processing of products for export

6. COLLECTING INFORMATION

7. PERFORMING

services auxilliary to an existing isolated contract NOT in a continuing basis

Corporation Law (9 decks)

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