TITLE II : INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS

Question 1

Any person, partnership, association or corporation, singly or joinly with others but not more than 15 in number, may organize a corporation for any lawful purpose or purposes. Provided, that natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation unless otherwise provided under special laws. Incorporators who are natural persons must be of legal age

Answer 1

SECTION 10: Number and Qualifications of Incorporators

Question 2

A corporation shall have perpetual existence unless its articles of incorporation provides otherwise

Answer 2

SECTION 11: Corporate Term

Question 3

Stock corporations shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law

Answer 3

SECTION 12: Minimum Capital Stock Not Required of Stock Corporation

Question 4

All corporations shall file with the Commissions articles of incorporation in any of the official languages, duly signed and acknowledged or authenticated, in such form and manner as may be allow by the Commission

Answer 4

SECTION 13: Contents of the Articles of Incorporation

Question 5

Unless otherwise prescribe by special law, the articles of incorporation of all domestic corporations shall comply substantially with the form

Answer 5

SECTION 14: Form of Articles of Incorporation

Question 6

Unless otherwise prescribe by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least 2/3 of the outstanding capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code.

Answer 6

SECTION 15: Amendment of Articles of Incorporation

Question 7

The Commission may disapprove the articles of incorporations or any amendment thereto if the same is not compliant with the requirements of this Code

Answer 7

SECTION 16: Ground When Articles of Incorporation or Amendment May be Disapproved

Question 8

No corporate name shall be allowed by the Commission if it is not distinguishable from that already reserved or registered for the use of another corporation, or such name is already protected by law, or when its use is contrary to existing law, rules and regulations

Answer 8

SECTION 17: Corporate Name

Question 9

A person or group of persons desiring to incorporate shall submit the intended corporate name to the Commission for verification

Answer 9

SECTION 18: Registration, Incorporation and Commencement of Corporate Existence

Question 10

The due incorporation of any corporation claiming in good faith to be a corporation under this Code, and its right to exercise corporate powers, shall not be inquired into collaterally in any private suit to which such corporation may be a party. Such inquiry may be made by the Solicitor General in a qui warranto proceeding

Answer 10

SECTION 19: De Facto Corporations

Question 11

All persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof

Answer 11

SECTION 20: Corporation by Estoppel

Question 12

If a corporation does not formally organize and commence its business within 5 years from the date of its incorporation, its certificate of incorporation shall be deemed revoked as of the day following the end of the 5 year period

Answer 12

SECTION 21: Effects of Non-Use of Corporate Charter and Continuous In operation