Sec. 10 to 21 Flashcards
How much are the number of incorporators required?
two is the minimum except if OPC and maximum is 15, whether natural or artificial
is a corporation with a single stockholder
One Person Corporation
Who are the only ones who can build an OPC?
Natural person, estate, trust
For an incorporator to be a stockholder he needs to have what?
at least one share
What is the corporate term of a corporation?
Perpetual unless its AOI provides otherwise
A corporate term may be extended or shortened by
amending the AOI
When you amend the AOI for extending or shortening your term. It is provided that the extension is made no earlier than?
3 years prior to the original or subsequent expiry dates
A corporation term whose term has expired may apply for
a revival of its corporate existence
What is the minimum capital stock?
No minimum capital stock unless provided by special law
A private corporation may invest its funds in any other corporation, business, or for any purpose other than the primary purpose for which it was organized, when approved by?
majority of the BOD or trustees, ratified by the 2/3 of the OCS or 2/3 of the members at a meeting duly called for the purpose
A corporation can change its name by
amending the AOI
This is the maximum amount fixed in the AOI that may be subscribed and paid by the stockholders of the corporation
Authorized Capital Stock
The AOI may be amended by a
majority vote of the BOD or trustees and 2/3 OCS or 2/3 of members
The amendments shall take effect upon their approval by the commission or from the date of filing with the said commission if not acted upon within
six months from the date of filing for a cause not attributable to the corporation
The commission may disapprove the AOI or any amendment thereto if the same is not compliant with the requirements, provided that the commission shall
give the incorporators, directors, trustees, or officers reasonable time from receipt of disapproval within which to modify the objectionable portions of the articles or amendment
No corporate name shall not be allowed by the Commission if it is
not distinguishable from that already reserved or registered for the use of another corporation, or if such name is already protected by law, or when its use is contrary to existing law, rules, regulations
(T or F) A name is not distinguishable even if it contains one or more of the following:
Corporation, company, limited liability, or abbreviation
Punctuations, articles, conjunctions, contractions, prepositions, different tenses, spacing, or number of the same word or phrase
T
Requirements to become a de facto corporation
- The existence of a valid law under which it may be incorporated
- An attempt in good faith to incorporate; and
- Assumption of corporate powers
If a corporation does not formally organize and commence its business within five (5) years from the date of its incorporation, its certificate of incorporation shall be deemed
revoked as the day following the end of the five (5) year period
If a corporation has commenced its business but subsequently becomes inoperative for a period of at least five consecutive years, the commission may, after due notice and hearing, place the corporation under
delinquent status
A delinquent corporation shall have a period of ___________ to resume operations and comply with all the requirements that the commission shall prescribe
two years
Failure to comply with the requirements and resume business operations while under delinquent status within the time period given by the commission shall cause the
revocation of the corporation’s certificate of incorporation
