TITLE I : GENERAL PROVISIONS, DEFINITIONS AND CLASSIFICATIONS Flashcards
This Code shall be known as the “Revised Corporation Code of the Philippines”
SECTION 1. Title of the Code
A corporation 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
SECTION 2. Corporation Defined
Corporations formed or organized under this Code may be stock or non-stock corporations. Stock corporations are those which have capital stock divided into shares and are authorized to distribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of the shares held. All other corporations are non-stock corporations
SECTION 3. Classes of Corporations
Corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable to them, supplemented by the provisions of this Code, insofar as they are applicable
SECTION 4. Corporations Created by Special Laws or Charters
Corporators those who compose a corporation, whether as stockholders or shareholders in a stock corporation or as members in a nonstock corporation. Incorporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof
SECTION 5. Corporators and Incorporators, Stockholders and Members
The classification of shares, their corresponding rights, privileges, or restrictions, and their stated par value, if any, must be indicated in the articles of incorporation. Each share shall be equal in al respects to every other, except as otherwise provided in the articles of incorporation and in the certificate of stock.
SECTION 6. Classification of Shares
Founders’ shares may be given certain rights and privileges not enjoyed by the owners of other stocks. Where the exclusive right to vote and be voted for in the election of directors is granted, it must be for a limited period not to exceed 5 years from the date of incorporation
SECTION 7: Founders’ Shares
Redeemable shares may be issued by the corporation when expressly provided in the articles of incorporation. They are shares which may be purchased by the corporation form the holders of such shares upon the expiration of a fixed period, regardless of the existence of unrestricted retained earnings in the books of the corporation, and upon such other terms and conditions stated in the articles of incorporation and the certificate of stock representing the shares, subject to the rules and regulations issued by the Commission
SECTION 8: Redeemable Shares
Treasury shares are shares of stock which have been issued and fully paid for, but subsequently reacquired by the issuing corporation through purchase, redemption, donation, or some other lawful means. Such shares may again be disposed of for a reasonable price fixed by the board of directors
SECTION 9: Treasury Shares