RCC Notes Title 2 (Sec 10-21))

Question 1

What is Section 10

Answer 1

Number and Qualifications of Incorporators (Remember incorporator are the original founders)
-Number must not exceed 15
-Natural persons who are licensed to practice a profession aren’t allowed to organize a corporation unless otherwise provided under special laws

Question 2

What is Section 11

Answer 2

Corporate term
-Corporations have perpetual existence unless the AOI provides otherwise
-A term with a specific period may be extended or shortened via amendment
-Above rule can’t be done 3 years prior to the expiry date beyond, unless there is a justifiable reason (like long term loan)

Question 3

What is Section 13 and 14

Answer 3

Contents and Form of the AOI
Very long list

Question 3

What is Section 12

Answer 3

Minimum Capital Stock
-Stock corporations are not required to have a minimum capital stock, except if the law says otherwise (like in schools)

Question 4

Why are the AOI considered to have a 3-fold nature

Answer 4

It is a contract with 3 parts
-Contract between state and corp
-Contract between Corp and stockholders
-Contract between stockholders inter se

Question 4

What is Section 15

Answer 4

Amendment of the AOI
-Unless otherwise prescribed by the law, any provision in the AOI can be amended by majority vote of the board of directors, and the written assent of the stockholders representing at least 2/3rd of the outstanding capital stock
-Must still be approved by the SEC

Question 5

What is Section 17

Answer 5

Corporate Name
-Name isn’t allowed if its not distinguishable from already reserved or registered names
-A lot of technical stuff regarding required words/words you aren’t allowed to use unless your corp is in that business