INCORPORATION AND ORGANIZATION Flashcards
Process
Submission and reservation of corporate
name;
Initial submission of AOI and BL for
review of Commissioner;
Submission of signed and notarized AOI
and BL
Payment of registration fee;
Issuance of CoI with signed and
notarized AOI and BL
INCORPORATORS
Any person, partnership, association, or
corporation, singly or jointly
Not more than 15 in number
If natural persons must be of legal age
Each incorporator of stock corp must be own or
be a subscriber to atleast ONE share of the
capital stock or be a member of non-stock
BOD/BOT
Exercise corporate powers, conduct
business, and control all properties of
the corporation
-not more than 15 for SC; may be more
than 15 is NSC
-1 yr for BOD; not to exceed 3 yrs for BOT
-must have atleast one (1) share of stock
(SC), maintain member for (NSC)
must have not been convicted by final
judgment of an offense punisable by
imprisonment for a period exceeding 6
years, a violation of RCC or SRC; or
other violations similar thereof in
foreign tribunal within 5 yrs prior to the
date of electiom/appointment
INDEPENDENT DIRECTORS
(at least 20% of members of the Board)
mandatory to corporation vested with public interest such
as:
public corporation (50M Asset with 100 each shares
threshold)
Corporations whose securities are registered (publicly
listed companies)
Specially regulated financial intermediary
Those corporations required by law to have ID