Module 1: Corporation Code of the PH Flashcards
Title I - General Provisions
(Definitions and Classifications)
Sec 1. Title of the Code (“The Corporation Code of the Philippines”)
Sec 2. Corporation defined (artificial being created by operation of law)
Sec 3. Classes of Corporation (Stock & Non-Stock Corporation)
Sec 4. Corporations created by Special Laws or charters (governed primarily by the provisions)
Sec 5. Corporaors and Incorporators, stockholders and members
Sec 6. Classification of Shares
Sec 7. Founders’ Shares
Sec 8. Redeemable Shares
Sec 9. Treasury Shares
Title II - Incorporation and Organization of Private Corporations
Sec 10. Number and Qualifications of incorporators (not less than 5 but not more than 15)
Sec 11. Corporate Term (exist for not more than 50 years)
Sec 12. Min. capital stock required of stock corporations (not required: min authorized capital stock)
Sec 13. Amount of capital stock to be subscribed and paid for purposes of incorporation (25%)
Sec 14. Contents ode articles of incorporation
Sec 15. Form of articles of incorporation
Sec 16. Amendment of articles of incorporation (atleast 2/3)
Sec 17. Grounds when articles of incorporation or amendment may be rejected or disapproved
Sec 18. Corporate name (identical or deceptive not allowed)
Sec 19. Commencement of Corporate existence
Sec 20. De facto corporations
Sec 21. Corporation by estoppel
Sec 22. Effects of non-use of corporate charter and continuous inoperation of a corporation
Title III - Board of Directors/Trustees and Officers
Sec 23. The board of directors or trustees
Sec 24. Election of directors or trustees
Sec 25. Corporate officers; quorum
Sec 26. Report of election of directors, trustees and officers
Sec 27. Disqualification of directors, trustees or officers
Sec 28. Removal of directors or trustees
Sec 29. Vacancies in the office of director or trustee
Sec 30. Compensation of directors
Sec 31. Liability of directors, trustees, or officers
Sec 32. Dealings of directors, trustees or officers with the corporation
Sec 33. Contracts between corporations with interlocking directors
Sec 34. Disloyalty of a director
Sec 35. Executive committee
Title IV - Powers of Corporations
Sec 36. Corporate powers and capacity (11)
Sec 37. Power to extend or shorten corporate term
Sec 38. Power to increase or decrease capital stock; incur, create or increase bonded indebtedness
Sec 39. Power to deny pre-emptive right
Sec 40. Sale or other disposition of assets
Sec 41. Power to acquire own shares (3)
Sec 42. Power to invest corporate funds in another corporation or business or for any other purpose
Sec 43. Power to declare dividends
Sec 44. Power to enter into management contract
Sec 45. Ultra vires acts of corporations
Title V - By-Laws
Sec 46. Adoption of by-laws
Sec 47. Contents of by-laws (10)
Sec 48. Amendments to by-laws
Title V - Meetings
Sec 49. Kinds of meetings
Sec 50. Regular and special meetings of stockholders or members
Sec 51. Place and time of meetings of stockholders or members
Sec 52. Quorum in meetings
Sec 53. Regular and special meetinsg of directors or trustees
Sec 54. Who shall preside the meetings
Sec 55. Right to vote of pledgors, mortgagors, and administrators
Sec 56. Voting in case of joint ownership of stock
Sec 57. Voting right for treasury shares
Sec 58. Proxies
Sec 59. Voting Trusts
Title VII - Stocks and Stocholders
Sec 60. Subscription contract
Sec 61. Pre-incorporation subscription
Sec 62. Consideration for stocks (6)
Sec 63. Certificate of stock and transfer of shares
Sec 64. Issuance of stock certificates
Sec 65. Liability of directors for watered stocks
Sec 66. Interest on unpaid subscriptions
Sec 67. Payment of balance of subscriptions
Sec 68. Delinquency sale
Sec 69. When sale may be questioned
Sec 70. Court action to recover unpaid subscription
Sec 71. Effect of delinquency
Sec 72. Rights of unpaid shares
Sec 73. Lost or destroyed certificates (2)
Title VIII - Corporate books and records
Sec 74. Books to be kept; stock transfer agent
Sec 75. Right to financial statements
Title IX - Merger and Consolidation
Sec 76. Plan of merger or consolidation (4)
Sec 77. Stockholders’ or members’ approval
Sec 78. Articles of merger or consolidation (3)
Sec 79. Effectivity of merger or consolidation
Sec 80. Effects of merger or consolidation (5)
Title X - Appraisal Right
Sec 81. Instances of appraisal right (3)
Sec 82. How right is exercised
Sec 83. Effect of demand and termination of right
Sec 84. When right to payment ceases
Sec 85. Who bears costs of appraisal
Sec 86. Notation on certificates; rights of transferee
Title XI - Non-Stock Corporations
Sec 87. Definition
Sec 88. Purposes
Title XI - Non-Stock Corporations
Chapter I - Member
Sec 89. Right to vote
Sec 90. Non-transferability of membership
Sec 91. Termination of membership
Title XI - Non-Stock Corporations
Chapter II - Trustees and Officers
Sec 92. Election and terms of trustees
Sec 93. Place of meetings
Title XI - Non-Stock Corporations
Chapter III - Distribution of Assets
Sec 94. Rules for distribution (5)
Sec 95. Plan of distribution of assets
Title XII - Close Corporations
Sec 96. Definition and applicability of Title
Sec 97. Articles of Incorporation (3 & 3)
Sec 98. Validity of restrictions on transfer of shares
Sec 99. Effects of issuance or transfer of stock in breach of qualifying conditions (7)
Sec 100. Agreements by stockholders (5)
Sec 101. When board meeting is unnecessary or improperly held (4)
Sec 102. Pre-emptive right in close corporations
Sec 103. Amendment of articles of incorporation
Sec 104. Deadlocks (7)
Sec 105. Withdrawal of stockholder or dissolution of corporation
