RCC Notes Title 1 (Sec 1-9) Flashcards
What is Piercing the veil
What is Section 2 of the RCC
It defines a corporation
It is an artificial being, created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incidental to its existence
What is section 1 of the RCC
Its literally just saying that this code shall be known as the Revised Corporation code of the Philippines (Ra 11232)
What is a GOCC
Government owner or controlled Corporation
Refers to any agency organized as stock or non stock corporation
Vested with functions related to public needs whether governmental or proprietary in nature, and owned by the government either wholly or in case of stock corporations to the extent of 51%
What is Section 3
Corporations by class may either be stock or non stock
Stock are those which have capital stock divided into shares and are authorized to distribute to the holders of those shares dividends, all other corporations are non stock
What do you call a corporation organized for religious purposes
Ecclesiastical Corporation
(Lay Corporation is everything else)
What do you call a corporation organized for charitable purposes
Eleemosynary Corporation
(Civil Corp is for business or profit)
What is Section 6
Classification of Shares
Share Classification, rights, privileges or restrictions and stated par value must be indicated in the articles of incorporation.
Each share shall be equal to all other shares except as otherwise provided in the articles of incorporation and in the certificate of stock
What is Section 4
Corporations created by special laws shall be governed by the laws creating them
What is Section 5
Defines the members of a corporation
Corporators are those who compose a corporation whether as stock or shareholders
Incorporators are those stockholders mentioned in the articles of incorporation as originally forming the corporation and are signatories thereof
What is Section 6
Classification of shares (a lot)
Their rights, restrictions, par values, etc. must be indicated in the articles of incorporation
What is common stock?
Otherwise known as capital stock, if it is the only class of stock outstanding, may also be called ordinary shares.
This type of stock entitles you to vote on corporate matters, to receive dividends, and to share in assets after liquidation
What is preferred stock
In simplest terms its common stock that is preferred (ie prioritized)
May be divided via form which are
1. Preferred share to assets
2. Preferred share to dividends
What is section 7
Founder shares
Founder shares may be given certain rights and privileges not enjoyed by the owners of other stocks.
Blah blah blah
-The exclusive right to vote and be voted for in the election of directors must be for a limited period not exceeding 5 years from date of incorporation
-Above right is not allowed if it violates some laws
What is section 8
Redeemable Shares (shares that you can buy back after the expiration of a fixed period)
