MODULE 1: FUNDAMENTALS OF SECURITIES Flashcards
What are the 5 Types of Corporation?
1) Stock Corp
2) Limited Liab Corp
3) Close Corp
4) Public Company
5) De Jure Corp
As, a general rule, in a corporate form of business organization, the stockholders are not personally liable for corporate obligations and and cannot be held liable to third persons who have claims against the corporation beyond their agreed subscriptions/contributions to the corporate capital. However, this privilege may be disregarded under the ”Doctrine of Piercing the Corporate Veil.”
Limited Liability Company
A “______________” within the meaning of the Corporation Code is one whose articles of incorporation provide that: (1) All the corporation’s issued stocks of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding twenty (20);
(2) All of the issued stocks of all classes shall be subject to one or more specified restrictions on transfer permitted by the Corporation Code; and
(3) The corporation shall not list in any stock exchange or make any public offering of any of its stock of any class. A corporation shall be deemed not a close corporation when at least two- thirds (2/3) of its voting stocks or voting rights is owned or controlled by another corporation which is not a close corporation as defined above.
Close Corporation
Means any corporation with a class of equity securities listed on an Exchange or with assets in excess of Fifty Million Pesos (P50,000,000.00) and having two hundred (200) or more holders, at least two hundred (200) of which are holding at least one hundred (100) shares of a class of its equity securities.
Public Company/Listed Company
4 Components of the Formation of A Corporation
1) Articles of Incorporation (AOI)
2) By-Laws
3) Certificate of Incorporation / Juridical Personality Commences
4) Powers of a Corporation
By-Laws are different from the Articles of Incorporation. T or F?
TRUE
- The rules of action adopted by a corporation for its internal government.
- Adopted before or after incorporation.
- Approved by the stockholders if adopted after incorporation.
- A condition subsequent in the acquisition by a corporation of a juridical personality.
by-laws
When to adopt by-laws?
The Corporation Code requires that every corporation formed under the Corporation Code, must, within one (1) month after receipt of the official notice of the issuance of the certificate of incorporation by the SEC, adopt by-laws for its government not inconsistent with the provisions of the Code.
The by-laws, however, may be adopted and filed prior to incorporation; in such case, such by-laws shall be approved and signed by all the incorporators and submitted to the SEC, together with the articles of incorporation.
Specific Express Powers of a corporation under the Corporation Code
*Power to extend or shorten corporate term.
* Power to increase or decrease capital stock.
*Power to incur,create or increase bonded indebtedness
* Power to deny pre-emptive right.
* Power to sell, lease, exchange, mortgage, pledge or otherwise dispose all or substantially all of its property
* Power to acquire its own shares
* Power to invest corporate funds in another corporation or business or for any other purposes.
* Power to declare dividends
*Power to enter into management contracts
Their names are mentioned in the articles of incorporation as originally forming the corporation and are signatories thereof.
- Corporators
- Stockholders
- Members
- Incorporators
no proper form but holds themselves as such
Corporation by estoppel
De facto
corporation within the proper confines of the law
Corporation by law
De Jure
Disregarded when the law is used to defeat public convenience, justify wrong or cover fraud
Doctrine of corporate veil; piercing the veil of corporate fiction
What are the 5 Corporate Doctrines?
1) DOCTRINE OF CORPORATE OPPORTUNITY
2) DOCTRINE OF CORPORATE ENTITY
3) PIECING VEIL OF CORPORATE FICTION
4) RIGHT OF SUCCESSION
5) ULTRA VIRES DOCTRINE
Under the “___________________________________” of corporate entity, the principle on separate identity of a corporation from its stockholders may be disregarded when it is used to defeat public convenience, justify wrong, protect or cover fraud or defend crime or work an injustice. If used in those situations, the corporation and the stockholders composing it should be treated as one and the same. Consequently, the stockholders can be held personally liable to corporate debts. However, application of said doctrine is for the proper court to decide. The proper court will not hesitate to pierce the corporate veil or corporate fiction when it would defeat the ends envisaged by law, as the theory of corporate entity was not meant to promote unfair objectives.
Doctrine of piercing the veil of corporate fiction
Another attribute of a corporation is that it has a “_________________.” The “_____________________” granted by law to a registered corporation means that a corporation has a continuity of corporate life during its term of existence stated in the articles of incorporation, independent from that of its stockholders or members.
Thus, its continued existence cannot be effected by any change in the stockholders, whether the change be the consequence of death of a stockholder/member or transfer of shares by a stockholder to third person.
Right of Succession
No corporation under the Corporation Code shall possess or exercise any corporate powers except those conferred by the the Code or by its articles of incorporation and except such as are necessary or incidental to the exercise of the powers as conferred.
Ultra vires acts of a corporation
This is the doctrine to the effect that when a director attempts to acquire or acquires, in violation of his duty, any interest adverse to the corporation in respect of any matter which has been reposed in him in confidence, or when by virtue of his office, he acquires for himself a business opportunity which should belong to the corporation, he must account for all such profits derived by him from the said business opportunity by refunding the profits to the corporation.
Doctrine of Corporate Opportunity
What are the 7 Types of Capital Structure
1) AUTHORIZED CAPITAL STOCK
2) PRE-INCORPORA TION SUBSCRIPTION
3) PAID-UP CAPITAL
4) SUBSCRIBED CAPITAL STOCK
5) ADDITIONAL PAID-IN CAPITAL
6) UNISSUED/UNSUBSCRIBED CAPITAL STOCK
7) OUTSTANDING CAPITAL STOCK
This refers to the total amount of shares which a corporation is allowed to issue if the shares have a par value. If the shares do not have par value, the corporation does not have an authorized capital stock but it has authorized number of shares which it may issue. Once issued, the corporation shall have a capital stock but not an authorized capital stock.
Authorized Capital Stock
This is the part of capital stock which is subscribed, whether paid or
unpaid.
Subscribed capital stock
the part of the subscribed capital stock paid to the corporation.
Paid-up capital stock
That part of the capital stock which is not issued or subscribed.
Unissued capital stock
This refers to the total shares of stock issued to subscribers or stockholders whether or not fully or partially paid (as long as there is a binding subscription agreement) , except treasury shares.
Outstanding Capital Stock
the term “surplus” is generally defined as the excess of the net assets of a corporation over its capital or stated capital. Paid-in surplus includes premium on par value stock. Thus where the par value shares are issued and a premium paid over par, a paid-in surplus results.
Paid-in surplus
Under this doctrine, the capital stock and assets of the corporation are held in trust for the creditors. Accordingly, there shall be no distribution of assets to shareholders until the claims of creditors have been paid or an appropriation of such assets has been made for the payment of such claims.
Trust Fund Doctrine
In Philippine Long Distance Telephone Co. vs. National Telecommunications Commission, G.R. No. 152685, December 4, 2007, the Supreme Court, citing National Telecommunications Commission vs. Court of Appeals, G. R. No. 127937, held that the ___________________________ considers the subscribed capital as trust fund for the payment of Debts of the corporation, to which the creditors may look for satisfaction, until the liquidation of the corporation, no part of the subscribed capital may be returned or released to the stockholders (except in the redemption of redeemable shares) without violating this principle. Thus, dividends must never impair the subscribed capital, subscription commitments cannot be condoned or remitted, nor can the corporation buy its its own shares using the subscribed capital as the consideration thereof.
Trust Fund Doctrine
A ______________________ is one of the units into which the capital stock of the corporation is divided. It represents the intangible interest or right which an owner has in the management, profits and assets of the corporation. It is property, subject to conversion.
Shares of stock
A __________________ is the written acknowledgement by the corporation of the stockholder’s interest in the corporation and its property.
Stock certificate
_________________ represents the rights and interest of a stockholder in the corporation. Stock Certificate is the written evidence of such right.
Share of stock
___________________ is intangible personal property, while stock certificate is tangible personal property.
Share of stock
The ordinary stock of a corporation which entitles the holder to a pro rata division of the dividends, without any preference or advantage over any other stockholders
Common Stock
___________________ may be issued even if not fully paid, except shares without par value which are deemed fully paid and non-assessable upon issuance. Stock certificate, as a rule, is issued only if the subscription is fully paid.
Share of stock
_________________one which entitles the holder to certain preferences over other shareholders. Such preferences may be as follows:
(a) _______________ as to asset – One which entitles the holder to preference in the distribution of dividends over common stock upon the liquidation of the corporation.
(b) ________________ as to dividends – One that entitles the holder to preference in the distribution of dividends over common stock
Preferred stock