Sec. 1 to 5 of RA 11232 of Revised Corporation Code

Question 1

What is the Sec. 1 of RA 11232 of Revised Corporation Code

Answer 1

This code shall be known as the “Revised Corporation Code of the Philippines”

Question 2

What is the Sec. 2 of RA 11232 of Revised Corporation Code

Answer 2

It defines corporation. A corporation is defined being created by operation of law, having the right of succession, and the powers, attributes, and properties authorized by law or incidental to its existence

Question 3

Explain corporation being an artificial being

Answer 3

A corporation is a juridical entity vested with a legal personality separate and distinct from those acting for and in its behalf and, in general, from people comprising it

Question 4

What are the characteristics/attributes of a corporation?

Answer 4

1. It is an artificial being
2. Created by operation of law
3. It has right of succession; and
4. It has the powers, attributes and properties expressly authorized by law or incidental to its existence

Question 5

Two requisites must concur before one may be classified as a stock corporation, namely:

Answer 5

1. That it has capital stock divided into shares, and
2. that it is authorized to distribute dividends and allotments of surplus and profits to its stockholders

Question 6

A corporation is considered a GOCC only when

Answer 6

the government directly or indirectly owns or controls at least a majority or 51% share of the capital stock

Question 7

What is the Sec. 3 of RA 11232 of Revised Corporation Code

Answer 7

Classes of Corporations - Corporations formed or organized under this code may be stock or nonstock corporations.

Question 8

Other Classes of Corporation as to purpose

Answer 8

1. Public Corporation
2. Private Corporation
   (a.) Publicly listed
   (b.) Quasi-public
   (c.) GOCC

Question 9

Other Classes of Corporation as to number of corporators

Answer 9

1. Corporation Sole
2. One Person Corporation
3. Corporation Aggregate

Question 10

Other Classes of Corporation as to whether it is open or close

Answer 10

1. Open Corporation
2. Close Corporation

Question 11

Other Classes of Corporation as to legal or corporate existence

Answer 11

1. De jure corporation
2. De facto corporation

Question 12

Other Classes of Corporation as to whether it is for a religious purpose or not

Answer 12

1. Ecclesiastical Corporation
2. Lay Corporation

Question 13

Other Classes of Corporation as to formation

Answer 13

1. Domestic Corporation
2. Lay Corporation

Question 14

Other Classes of Corporation as to their relation to another corporation

Answer 14

1. Holding or Parent Corporation
2. Subsidiary Corporation
3. Affiliated Corporation

Question 15

Other Classes of Corporation as to its nationality

Answer 15

1. Philippine National
2. Foreign Corporation

Question 16

What is the Sec. 4 of RA 11232 of Revised Corporation Code

Answer 16

Corporations created by special laws or charters - Corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable them, supplemented by the provisions of this code, insofar as they are applicable

Question 17

What is the Sec. 5 of RA 11232 of Revised Corporation Code

Answer 17

Corporators and Incorporators, Stockholders and Members - Corporators are those compose a corporation, whether as stockholders or shareholders in a stock corporation or as members in a non-stock corporation. Incorporators in those stockholders or members mentioned in the articles of corporation as originally forming and composing of the corporation and whose signatories thereof.

Question 18

What is a corporator?

Answer 18

Those who compose a corporation, whether as a stockholders or as members

Question 19

What is an incorporator?

Answer 19

The stockholders or members mentioned in the articles of incorporation as originally forming and composing of the corporation and whose a re signatories thereof

Question 20

What is a stockholder (shareholder)?

Answer 20

The owners of shares of stock in a stock corporation

Question 21

What is a member?

Answer 21

The corporators of a non-stock corporation

Question 22

Define Board of Directors or Board of Trustees

Answer 22

The board of directors is the governing body in a stock corporation, while the Board of Trustees is the governing body in a non-stock corporation

Question 23

What is a Corporate Officer?

Answer 23

The president, who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws. If the corporation is vested with public interest, the board shall also elect a compliance officer

Question 24

What are subscribers?

Answer 24

Persons who agreed to take and pay for original, unissued shares of a corporation formed or to be formed

Question 25

What is an underwriter?

Answer 25

A person who guarantees on a firm commitment and/or declared best effort basis the distribution and sale of securities of any kind by another company.
A person or an entity, especially an investment banker, who guarantees the sale of newly issued securities by purchasing all or part of the shares for resale to the public

Question 26

What is a promoter?

Answer 26

Is a person who brings about or cause to bring about the formation and organization of a corporation by:
1. Bringing together the incorporators or the persons interested in the enterprise;
2. Procuring substitutions or capital for the incorporation; and
3. Setting in motion the machinery which leads to the incorporation of the corporation itself.

A founder or organizer of a corporation or business venture; one who takes the entrepreneurial initiative in funding or organizing a business enterprise