SUBSCRIPTION Flashcards
Doctrine of Individuality of
Subscription
The subscription is one, entire and
indivisible whole contract.
Rationale: to prevent partial
disposition of subscription to make it
easier to sell the shares in case the SH
becomes delinguent
pre-incorporation
subscription
Refers to subscription of
shares in a corporation still
to be formed
-Irrevocable for a period of 6
months
Requirement during
incorporation
NO minimum subscription and paid up
capital requirement
Subscription
Contract
Any contract for the
acquisition of unissued
stock in an existing
corporation or corp still to
be formed
provides
that the capital stock, property and
other assets of a corporation are
regarded as equity in trust for the
payment of corporate creditor
trust fund doctrine
Share of Stocks
These are forms of securities
representing equity ownership in a
corporation divided into units
ACS
the amount fixed in the AOI to
be subscribed and paid by the SH.
The maximum number of shares
that the corporation is legally
alloed to issue without amending
the AOI
SCS
the portion of the ACS
which is covered by
subscription agreements
whether fully paid or not
OCS
the total shares of stocks
issued under binding
subscription contracts to
subscribers or stockholders,
whether fully or partially paid,
except treasury shares
PUCS
the portion of the ACS
which has been subscribed
and paid by the SH of the
corporation