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LAW-CORPORATION

The Revised Corporation Code of the Philippines defines a corporation as a legal entity created by law, with its own identity separate from its owners. It outlines the characteristics, types, and powers of corporations, including government-owned corporations and the conditions under which the corporate veil can be pierced to hold individuals accountable for wrongdoing. The document also details the requirements for forming a corporation, the roles of incorporators, stockholders, and the classification of shares.

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0% found this document useful (0 votes)

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LAW-CORPORATION

Uploaded by

Leiane Balsalubre

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AE 02: BUSINESS LAWS AND REGULATIONS

KRISTINE JOY B. SANTOS | FINALS – REVISED CORPORATION CODE OF THE PHILIPPINES

TOMAS DEL ROSARIO COLLEGE | BSA - 2A | 1st SEMESTER | S.Y. 2024 - 2025
LECTURER: ATTY. MARK JOHN SORIQUEZ

LAW - TITLE I
(Sections 1 - 9)
Section 1
SEC. 1. Title of the Code. - This Code shall be known as the "Revised Corporation Code of the Philippines".
The present Revised Corporation Code (RA. No. 11232), took effect on
February 23, 2019.

Section 2
Corporation Defined.
A corporation is like a made-up “person” created by the law. It’s not a real person, but it can do things like own
property, make deals, and continue to exist even if the people running it change. The law gives it specific powers
and abilities to help it do its job.

CORPORATION IS AN ARTIFICIAL BEING

A corporation is a made-up legal “person” that exists separately from the people running it or owning it. This
means it has its own personality, separate from its members, officers, or any related legal entities.
In Corporation Law, it’s a basic rule that the corporation is different from the individuals who make it up. Not
every owner or officer can act on behalf of the corporation because the corporation has its own identity.
However, if a corporation is being used to commit fraud, illegal acts, or unfair practices, the law can “remove the
corporate mask” to hold the people behind it responsible. This is done to protect fairness and justice.

Characteristics of a Corporation
• It is an artificial being: A corporation is like a made-up “person” created by law.
• Created by operation of law: It can only exist because the law allows it.
• It has the right of succession: A corporation doesn’t stop existing if its owners or leaders change.
• It has powers, attributes, and properties given by law: It can do things, own property, and have
abilities as allowed by law or necessary for it to function.
(The above definition and characteristics refer to private corporation.)

Government-Owned or Controlled Corporation (GOCC)

A GOCC refers to an agency created as either a stock or non-stock corporation. It is involved in serving public
needs, whether through government services or business activities. The government owns it either entirely or, in
the case of stock corporations, at least 51% of its shares.
To be considered a GOCC, it must meet these requirements:
1. Stock Corporation:
• It has capital stock divided into shares.
• It is allowed to give dividends or profits to its shareholders.
• If only one of these is present, it is not classified as a stock corporation.
2. Non-Stock Corporation:
• It has members instead of shareholders.
• It does not distribute any part of its income to its members.
A corporation is considered a government-owned or controlled corporation only if the Government directly or
indirectly owns or controls at least 51% of its capital stock (the majority share).

Piercing the Veil of Corporate Fiction (also called the “Instrumentality” or “Alter Ego” Doctrine)
In corporation law, a corporation is treated as a separate legal “person,” different from its owners or the people
acting on its behalf. However, if it is proven that this separate identity is being misused to commit fraud, hide
wrongdoing, or deceive others, the law can “pierce the corporate veil” to hold the people behind the corporation
accountable.

Factors for Applying the Doctrine of Piercing the Corporate Veil

The court may decide to pierce the corporate veil if evidence shows that the corporation is being used as a mere
tool or extension of its owners. Some key factors include:
1. Stock ownership: One person or group owns both corporations involved.
2. Common directors and officers: The same people manage or control both corporations.
3. Corporate records: How the corporation’s books and records are maintained.
4. Business practices: How the corporation conducts its business.

“ Truth and Goodness in Man and for all others through Education “
AE 02: BUSINESS LAWS AND REGULATIONS
KRISTINE JOY B. SANTOS | FINALS – REVISED CORPORATION CODE OF THE PHILIPPINES
TOMAS DEL ROSARIO COLLEGE | BSA - 2A | 1st SEMESTER | S.Y. 2024 - 2025
LECTURER: ATTY. MARK JOHN SORIQUEZ

The person claiming that the corporate veil should be pierced must prove these factors.

Elements of Piercing the Veil of Corporate Fiction

Piercing the corporate veil can only happen if all these elements are present:
1. Control: There must be complete control over the corporation, not just stock ownership. This
means the defendant has full control over the corporation’s finances, policies, and business practices for the
specific transaction in question. The corporation must not have had its own independent will or existence in that
transaction.
2. Fraud or Wrongdoing: The defendant must have used this control to commit a fraud, wrong, or
violation of the law, or to do something dishonest that goes against the plaintiff’s legal rights.
3. Causation: The control and wrongful act must directly cause the harm or unjust loss the plaintiff
is complaining about.

Doctrine of Piercing the Corporate Veil Should Be Done with Caution

The Supreme Court has emphasized that piercing the corporate veil is something that should be avoided unless
it’s absolutely clear that the corporation’s separate identity was misused to commit a wrong, protect fraud, or
deceive others.
Therefore, courts must apply this doctrine carefully. They need to be sure that the corporation’s separate identity
was abused to the point that someone’s rights were violated, fraud was committed, or injustice was done. The
wrongdoing must be proven clearly and convincingly—it cannot just be assumed. If not done carefully, there
could be unfair consequences for the corporation or individuals involved.

SUCCESSION (Artificial Succession)

This means that a corporation continues to exist legally, even if its ownership or management changes. The
corporation’s legal status remains the same despite changes in its members or leaders.

POWERS OF A CORPORATION
A corporation can only do what the law (Corporation Code or special laws) specifically allows it to do, or what
is necessary for its existence. The corporation exercises its powers through the decisions made by its board of
directors and/or authorized officers and agents.

RIGHT OF A CORPORATION TO OWN PROPERTY

Any property acquired by a corporation belongs to the corporation itself, not to its stockholders or members. Since
a corporation is a separate legal entity, it has its own identity, separate from the people who make it up.

Section 3
Classes of Corporations.
Corporations created under this law can be either stock or nonstock corporations:
• Stock Corporations: These corporations have capital divided into shares. They can give dividends
(profits) to shareholders based on how many shares they own.
• Nonstock Corporations: These are corporations that do not have shares, and they cannot distribute
profits to anyone. All corporations that are not stock corporations fall into this category.

What is a Stock Corporation?

A stock corporation is a corporation that has capital divided into shares. The corporation can distribute profits
(called dividends) to the shareholders based on how many shares they hold.

What is a Non-Stock Corporation?

A non-stock corporation is a corporation where its income cannot be given out as dividends to members, trustees,
or officers. Instead, any profits made are used to support the goals or purposes for which the corporation was
created.
The rules for stock corporations can also apply to non-stock corporations, where relevant.

Other Classes of Corporations

As to Purpose:
• Public Corporation: A corporation formed for governing a portion of the state, focusing on public
welfare and general good.

• Private Corporation: A corporation formed for private purposes or benefits.

• Government-Owned or Controlled Corporation: A corporation owned fully or mostly (at least
51%) by the government, either directly or through its agencies.
• Quasi-Public Corporation: A private corporation granted a franchise or contract by the state to
perform public duties but organized to make a profit (e.g., electric, water, and transport companies).

As to Legal Right to Corporate Existence:

• De Jure Corporation: A corporation formed in full compliance with legal requirements, with an
unquestionable right to exist.
• De Facto Corporation: A corporation that claims to be properly incorporated and can exercise
corporate powers, but its legal status may be challenged only through a government action (quo warranto
proceeding).
• Corporation by Estoppel: When individuals act as a corporation knowing it is not properly formed,
they may be held liable for debts and liabilities as general partners.
• Corporation by Prescription: A corporation that has operated without government interference for
a long period and is considered legally established.

As to Laws of Incorporation:
• Domestic Corporation: A corporation established under the laws of the Philippines.
• Foreign Corporation: A corporation formed under laws outside the Philippines but allowed to do
business within the country.

As to Whether They Are Open to the Public or Not:

• Open Corporation: A corporation that allows anyone to become a stockholder or member.
• Close Corporation: A corporation with limited membership, not exceeding 20 persons, and with
restrictions on stock transfer and no public stock offerings.

As to Relationship of Management and Control:

• Parent or Holding Corporation: A corporation that owns stocks in another corporation to control
it.
• Subsidiary Corporation: A corporation where more than 50% of the voting stock is controlled by
another corporation, making it a subsidiary.

As to the Number of Persons Who Compose Them:

• Corporation Aggregate: A corporation with more than one member.
• Corporation Sole: A corporation with only one member, usually to manage religious or trust
affairs.

As to Whether They Are for Religious Purposes or Not:

• Ecclesiastical Corporation: A corporation formed for religious purposes.
• Lay Corporation: A corporation formed for non-religious purposes.

As to Whether They Are for Charitable Purposes or Not:

• Eleemosynary Corporation: A corporation established for charitable purposes.
• Civil Corporation: A corporation organized for business or profit.

Section 4
Corporations Created by Special Laws or Charters.
Corporations that are created by special laws or charters will be mainly governed by the specific law or charter
that formed them. However, they will also follow the provisions of this Code (the general law for corporations)
whenever applicable.

General Law vs. Special Law

• General Law: A corporation formed under general law follows the Corporation Code, which sets
out the rules and requirements for starting a private corporation. When all the requirements are met, the
corporation is created and gains a legal personality, meaning it can exist and act as a legal entity.

• Special Law: A corporation formed under special law is usually created by a charter or a specific
law designed for that corporation, often used for government corporations. These corporations follow the rules
set out in their special law or charter, which is different from the general Corporation Code.

Section 5
Corporators and Incorporators, Stockholders and Members.
• Corporators: These are the people who make up a corporation, either as stockholders (owners of
shares in a stock corporation) or as members (people who belong to a non-stock corporation).
• Incorporators: These are the original stockholders or members who are listed in the articles of
incorporation as the people who first form the corporation. They are also the ones who sign the articles to officially
create the corporation.

Components of a Corporation
Corporators: These are the people who make up a corporation, either as stockholders (owners of shares in a stock
corporation) or members (people who belong to a non-stock corporation).

Incorporators: The stockholders or members who are listed in the articles of incorporation as the original creators
of the corporation and who sign those documents to officially form the corporation.

Stockholders (Shareholders): The owners of shares of stock in a stock corporation. They invest in the corporation
by holding shares and may receive dividends from the profits.

Members: The corporators of a non-stock corporation. They do not own shares but are involved in the operation
and purpose of the corporation.

Board of Directors or Board of Trustees:

• The Board of Directors is the governing body in a stock corporation.
• The Board of Trustees is the governing body in a non-stock corporation. They make key decisions
about the corporation’s activities.

Corporate Officers: These are the people who manage the day-to-day operations of the corporation.
• President: Must be a director.
• Treasurer: May or may not be a director.
• Secretary: Must be a resident and citizen of the Philippines.
• The board may also elect a compliance officer if the corporation serves a public interest.

Subscribers: People who agree to buy shares of stock in a corporation before it is fully formed. They are
committed to paying for the shares once the corporation is established.

Underwriter: A person or company (often an investment banker) who guarantees the sale of a corporation’s new
securities (like stocks or bonds). They buy shares and resell them to the public.

Promoter: A person who helps form and organize a corporation by:

• Bringing together the incorporators or people interested in the business.
• Getting people to commit capital or subscribe to shares.
• Starting the process that leads to the incorporation of the corporation.
A promoter is an organizer or founder of a corporation or business venture.

Notes on Forming a Corporation and Requirements for Incorporators

1. Forming a New Domestic Corporation:
• To create a new domestic corporation under the Revised Corporation Code, you need at least two
(2) people, but no more than fifteen (15) people. These can be natural persons (individuals) or a combination of
individuals, partnerships, domestic corporations, associations, and even foreign corporations.
2. One Person Corporation (OPC):
• OPC can have only one stockholder and one director.
• OPCs must follow separate guidelines for registration.
3. Incorporators of Stock Corporations:

• Each incorporator must own or agree to buy at least one share of the capital stock.
• Incorporators can include individuals, partnerships, or other entities (both local and foreign).
4. Incorporators of Non-Stock Corporations:
• Each incorporator must be a member of the corporation, not necessarily owning shares, as non-
stock corporations don’t have shares.
5. Eligibility of Incorporators:
• Incorporators who are natural persons must be of legal age. They must also sign the Articles of
Incorporation and Bylaws.
6. Signing the Articles of Incorporation/Bylaws:
• Anyone signing these documents must specify their role. If signing as an incorporator, they should
state it clearly.
• If an individual is signing on behalf of an entity (like a corporation or partnership), they must
mention the name of the entity they represent and clarify their position.

Section 6
Classification of Shares
Shares and Their Rights:
• The classification of shares, their corresponding rights, privileges, or restrictions, and their par
value (if any) must be stated in the articles of incorporation.
• Each share must be equal in all respects to every other share, unless otherwise stated in the articles
of incorporation or the certificate of stock.

Classes or Series of Shares:

• Shares in a stock corporation can be divided into different classes or series.
• No share may lose its voting rights except for shares that are preferred or redeemable, unless the
law specifies otherwise. However, there must always be a class or series of shares with full voting rights.

Nonvoting Shares:
• Holders of nonvoting shares still have the right to vote on the following important matters:
1. Amendment of the articles of incorporation
2. Adoption or amendment of bylaws
3. Sale, lease, or other significant changes in the corporation’s assets
4. Incurring or increasing bonded indebtedness
5. Increase or decrease of authorized capital stock
6. Merger or consolidation of the corporation
7. Investment in another business
8. Dissolution of the corporation

Vote Requirement:
• Except for the matters listed above, votes required under this Code will apply only to shares with
voting rights.

Par Value of Shares:

• Shares may or may not have a par value.
• However, certain companies (e.g., banks, insurance, utilities) are not allowed to issue no-par value
shares.

Preferred Shares:
• Preferred shares may be given special treatment, such as preference in receiving dividends or in
the distribution of assets during liquidation.
• Preferred shares can only be issued with a stated par value and their terms and conditions must be
filed with the Securities and Exchange Commission (SEC).

No-Par Value Shares:

• Shares without par value are considered fully paid and nonassessable (the shareholder is not liable
for additional payments).
• However, no-par value shares must be issued for at least P5.00 per share.

• The money received for these shares is treated as capital and cannot be used for dividends.

Classification for Legal Requirements:

• A corporation can classify its shares to comply with constitutional or legal requirements.

Doctrine of Equality of Shares

All shares in a corporation are equal in rights and responsibilities unless the articles of incorporation and
certificate of stock specifically state otherwise.

Who May Classify Shares?

1. Incorporators
• The incorporators decide how shares are classified when they create the corporation.
• They include these details in the articles of incorporation, which are filed with the Securities and
Exchange Commission (SEC).
2. Board of Directors and Stockholders
• After the corporation is formed, the classification of shares can be changed.
• To do this, a majority vote from the board of directors and at least 2/3 of the stockholders’ approval
(either by vote or written consent) are required.

What Are Voting Shares?

These are shares that give their holders the right to vote in corporate decisions.
• A corporation must always have at least one class or series of shares with full voting rights.

The Right to Vote in Stock Corporations

1. Voting Rights Are Connected to Stock Ownership
• The right to vote is a basic privilege of owning stocks in a corporation.
• Only stocks that are issued and outstanding (owned by stockholders) can be voted on.
2. Unissued or Repurchased Stocks Cannot Be Voted
• Unissued stocks (shares that the corporation has not yet sold) cannot be included in:
• Determining a quorum at stockholder meetings.
• Calculating the required votes for approving corporate actions.
• Stocks that have been repurchased by the corporation (e.g., treasury shares) also cannot be voted.
3. Voting Rights for Each Share
• According to Section 6 of the Corporation Code (and the Revised Corporation Code), each share
of stock generally has one vote unless the:
• Articles of incorporation state otherwise, or
• Share is declared delinquent under the law.
4. Only Shares Owned by Stockholders Count
• The law refers to shares that have been sold and are owned by stockholders when determining
voting majorities.
• Shares that are still under corporate ownership (unissued or repurchased) are not included in this
calculation.

The Right to Vote in Non-Stock Corporations

1. Voting Rights Are Based on Membership
• In a non-stock corporation, voting rights are linked to being a member rather than owning shares.
• Members vote as individuals based on the corporation’s law and by-laws.
2. One Member, One Vote
• By default, each member has one vote.
• This can be limited, expanded, or removed through the articles of incorporation or the by-laws.
3. Quorum for Non-Stock Corporations
• To determine a quorum (the minimum number of members needed for a valid meeting), only actual
members with voting rights are counted.
• This follows the same principle as stock corporations, applied by analogy.

What Are Non-Voting Shares?

• Non-voting shares are stocks that do not give the holder the right to vote in corporate decisions.

• Shares classified as preferred or redeemable may be issued without voting rights, as allowed by
law.

What Is Common Stock?

• Common stock is a type of stock that gives the holder the following rights:
1. Voting Rights: Shareholders can vote on corporate matters.
2. Dividends: They receive dividends after claims and payments to preferred shareholders.
3. Liquidation: They share in the company’s assets if it is liquidated.
• If the corporation has only one class of stock, it is typically referred to as capital stock or ordinary
shares.
• Common stockholders do not have any special preferences but are entitled to a proportional share
of profits. They also enjoy full voting rights.

What Is a Preferred Stock?

• A preferred stock is a type of stock that gives its holder certain advantages or preferences over
common stockholders.
• These preferences are meant to encourage investors to subscribe to the corporation’s shares.
• Types of Preferred Stock Preferences:
1. Preferred as to Assets: Gives holders priority in receiving a share of the corporation’s assets if it
is liquidated.
2. Preferred as to Dividends: Entitles holders to receive dividends at a pre-agreed rate before
dividends are paid to common stockholders.
• Important Notes:
• Receiving dividends is not guaranteed.
• Preferred stockholders do not have a lien on the corporation’s property and are not considered
creditors.

What Are Redeemable Shares?

• Redeemable shares are stocks that the corporation may buy back (redeem) from the shareholders.
• Conditions for redeemable shares must be:
1. Explicitly stated in the articles of incorporation.
2. Described in the certificate of stock representing the shares.
• The corporation can redeem these shares after a fixed period, even if it lacks unrestricted retained
earnings.

When Holders of Non-Voting Shares Are Allowed to Vote

Holders of non-voting shares are allowed to vote in the following cases:
1. Amendment of the articles of incorporation.
2. Adoption or amendment of by-laws.
3. Sale, lease, exchange, mortgage, pledge, or disposition of all or nearly all corporate property.
4. Creating, incurring, or increasing bonded indebtedness.
5. Increase or decrease of authorized capital stock.
6. Merger or consolidation with another corporation.
7. Investment of corporate funds in another corporation or business.
8. Dissolution of the corporation.
Note: Shares classified as both voting and non-voting are allowed to vote in these eight situations.

What Are Par Value Shares?

• Par value shares are stocks that have a fixed value stated in the articles of incorporation and
certificate of stock.

What Are No Par Value Shares?

• No par value shares are stocks without a fixed value.

Limitations on No Par Value Shares:

1. Minimum Consideration: Must be issued for at least ₱5.00 per share.
2. Fully Paid: Once issued, they are considered fully paid and non-assessable.

3. Capital Allocation: The total consideration received is treated as capital and cannot be distributed
as dividends.
4. Restrictions: Cannot be issued as preferred shares.
5. Exclusions: Certain entities, like banks, insurance companies, and public utilities, are not allowed
to issue no-par value shares.
6. Articles of Incorporation: Must explicitly state that the shares are no-par value and indicate the
number of such shares.

What Is a Promotional Share?

• A promotional share is issued to individuals (promoters) for:
1. Helping incorporate the company.
2. Providing services to promote or establish the company.

What Is a Share in Escrow?

• A share in escrow is held by a third party under an agreement until:
1. A condition is met.
2. A specific event occurs as outlined in the agreement.

What Is a Fractional Share?

• A fractional share is less than one full share. These typically arise during:
• Stock splits
• Dividend reinvestments

What Is Over-Issued Stock?

• Over-issued stock refers to shares issued beyond the corporation’s authorized capital stock.
• Such issuance is illegal and considered null and void.

What Is a Convertible Share?

• A convertible share allows stockholders to:
1. Convert the share from one class to another.
2. Do so at a specific price and within a defined time period.

Section 7
Founders’ Shares
Founders’ shares are a special class of stock that can be granted rights and privileges not available to other
stockholders.
Key Provisions
1. Exclusive Voting Rights:
• Founders’ shares may grant the exclusive right to vote and be voted for in director elections.
• However, this right is limited to a period not exceeding five (5) years from the corporation’s
incorporation date.
2. Legal Compliance:
• Exclusive voting rights cannot be exercised if they conflict with the following laws:
• Anti-Dummy Law (Commonwealth Act No. 108): Prevents foreign control of certain businesses.
• Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign equity in certain
industries.
• Other relevant laws.
This ensures that founders’ privileges do not override restrictions imposed by national laws.

What are Founders’ Shares?

Founders’ shares are a special type of stock identified in the articles of incorporation. They may come with
additional rights and privileges that other shareholders do not enjoy, such as:
• Special dividend payments
• Exclusive voting rights

Limitations on Founders’ Shares

1. Exclusive Voting Rights:

• If founders are granted the right to exclusively vote or be voted for in the election of directors, this
privilege is restricted to a maximum period of five (5) years from the corporation’s date of incorporation.
2. Compliance with Laws:
• Exclusive voting rights must not violate:
• The Anti-Dummy Law
• The Foreign Investments Act
• Other relevant laws
These restrictions ensure fairness and compliance with regulations.

Section 8
Redeemable Shares
What are redeemable shares?
Redeemable shares are a type of stock that a corporation can issue, but only if it’s specifically mentioned in the
articles of incorporation (the document that officially creates the corporation).

How do they work?

These shares can be bought back (or “redeemed”) by the corporation from the shareholder after a set period of
time, even if the company doesn’t have enough profits (called “unrestricted retained earnings”) to cover the
buyback. The terms and conditions for buying back the shares are outlined in the articles of incorporation and the
certificate of stock that represents the shares.

In short, redeemable shares allow a company to buy back its shares from shareholders after a certain period, as
long as the rules are clearly stated in the company’s legal documents.

What are redeemable shares?

Redeemable shares are typically preferred shares that can be bought back (redeemed) by the corporation under
certain conditions. These conditions could include a fixed date for redemption, or the option for either the
corporation or the stockholder to redeem the shares. The price at which the shares are redeemed is also set in
advance.

When a corporation redeems its shares, it is essentially repurchasing the shares from the stockholders and
canceling them.

New Provision under the Code:

The current law allows corporations to redeem shares even if they don’t have enough “unrestricted retained
earnings” (profits set aside for use). This changes the previous rule, which only allowed redemption from current
retained earnings. However, there is a key condition: the corporation must still have enough assets after redeeming
the shares to cover its debts and liabilities, including its capital stock. In other words, a corporation cannot redeem
shares if it would lead to insolvency or if the corporation wouldn’t be able to pay off its debts.

Limitations on redeemable shares:

1. Articles of Incorporation: The ability to issue redeemable shares must be specifically stated in the
articles of incorporation.
2. Terms and Conditions: The specific terms and conditions for redeeming the shares must be
outlined in both the articles of incorporation and the certificate of stock.
3. Voting Rights: Redeemable shares may be deprived of voting rights, and this must be stated in the
articles of incorporation.
4. Redemption Restrictions: Shares cannot be redeemed if doing so would cause the corporation to
become insolvent (unable to pay its debts).

What is retained earnings?

Retained earnings are the accumulated profits of a corporation that have not been paid out as dividends. It is also
known as earned surplus or undistributed profit. Essentially, these are the earnings the company keeps for
reinvestment or future use, rather than distributing them to shareholders.

Kinds of redeemable shares:

1. Compulsory Redeemable Shares: The corporation is required to redeem these shares at a set time
or under specific conditions.
2. Optional Redeemable Shares: The corporation is not obligated to redeem these shares and can
choose whether or not to do so.

Can redeemable shares be reissued?

Redeemable shares, once redeemed (bought back by the corporation), are typically retired and removed from
circulation. However, they can be reissued if this is explicitly allowed in the corporation’s articles of
incorporation.

What is the Trust Fund Doctrine?

The Trust Fund Doctrine is a legal principle stating that money paid for a corporation’s stock is held in trust to be
used for the benefit of creditors. This means that creditors have a right to claim the funds from the corporation’s
capital stock to settle debts.

The doctrine governs how and when a corporation can distribute its capital. It allows distribution of corporate
assets only in three situations:
1. Amendment of the Articles of Incorporation to reduce the authorized capital stock.
2. Purchase of redeemable shares by the corporation, even if there are no unrestricted retained
earnings.
3. Dissolution and liquidation of the corporation.

The doctrine ensures that the corporation’s capital is protected for creditors and cannot be distributed based on
the preferences of stockholders, officers, or directors unless proper legal procedures are followed. If the rules are
ignored, it can lead to disputes and lawsuits from creditors.

Section 9
What are Treasury Shares?
Treasury shares are shares that were once issued by the corporation and fully paid for, but later reacquired (bought
back) by the corporation. This can happen through various means, such as purchase, redemption, donation, or any
lawful method.

These shares are held by the corporation and can be sold or disposed of again for a reasonable price, as determined
by the board of directors. Essentially, these shares are “on hold” and not considered as outstanding shares,
meaning they are not included when calculating dividends or voting rights.

What are Treasury Shares?

Treasury shares are shares that a corporation has issued and fully paid for, but later reacquired through purchase,
redemption, donation, or other lawful means. These shares are held by the corporation itself.

Rights Denied to Treasury Shares:

• Voting rights: Treasury shares do not have the right to vote in shareholder meetings.
• Right to dividends: Treasury shares do not receive dividends.

Watered Stocks:
Watered stock refers to shares that are issued for a value less than their par or issued price or in a form other than
cash that is valued more than its actual fair value. This situation applies only to the original issuance of shares,
not to shares that are later reacquired (such as treasury shares).

Note on Treasury Shares and Watered Stock:

Treasury shares can be sold for less than their par value because they have already been issued and paid for. The
concept of watered stock applies only to the original issuance, not subsequent sales by the corporation.

LAW - TITLE II
(Sections 10 - 21)
Section 10
Number and Qualifications of Incorporators.
• Who can start a corporation?: A person, partnership, association, or another corporation can start
a new company. However, the number of people starting the company cannot exceed 15.
• Who can practice as a corporation?: Professionals like doctors or lawyers cannot form a
corporation unless special laws allow it.
• Legal age: If the incorporators are individuals (not businesses), they must be of legal age (usually
18 years or older).

Incorporators of a Stock Corporation:

• Ownership Requirement: Each person starting a stock corporation must own or agree to buy at
least one share of the company’s stock.

One Person Corporation:

• If a corporation is owned by just one person, it’s called a “One Person Corporation” and is
governed by specific rules in another part of the law.

This section outlines who can start a corporation, the rules for professional groups, and ownership requirements
for stock corporations.

One Person Corporation:

• What is it?: A “One Person Corporation” is a corporation that has only one stockholder (owner).
• Who can form one?: Only a natural person (an individual), a trust, or an estate can create a One
Person Corporation.

Restrictions:
• Who can’t form one?: Certain types of businesses can’t be One Person Corporations, including:
• Banks and quasi-banks (similar to banks)
• Preneed companies (those that offer prearranged services like funeral plans)
• Trust companies
• Insurance companies
• Public companies or those listed on the stock exchange
• Government-owned or controlled corporations that aren’t chartered.
• Professionals: A person licensed to practice a profession (like doctors or lawyers) cannot form a
One Person Corporation to practice their profession, unless special laws allow it.

This section explains the rules about who can form a One Person Corporation and what types of businesses are
not allowed to do so.

Incorporator:
• What is it?: An incorporator is someone who is part of the original group that forms a corporation.
These people are mentioned in the articles of incorporation (the document that officially creates the corporation)
and sign it.
• Key Points:
• Signatory: The incorporator signs the articles of incorporation.
• Ownership: Even if an incorporator sells their shares later, they are still considered an incorporator.
• Number Limit: There can be no more than 15 incorporators.

Corporator:
• What is it?: A corporator is anyone who is a member of the corporation, either as a stockholder (in
a stock corporation) or as a member (in a non-stock corporation).
• Key Points:
• Signatory: A corporator doesn’t have to be someone who signed the articles of incorporation.
• Ownership Change: A corporator stops being one if they sell their shares in a stock corporation or
stop being a member in a non-stock corporation.

• Number Limit: There’s no limit to the number of corporators unless it’s a close corporation (a type
of small, private corporation).

In short, incorporators are part of the original group that creates a corporation, while corporators are any members
of the corporation, and their status can change based on ownership or membership.

1. Promotion:
• What it is: This is the initial stage where promoters (people who want to start the business) work
to organize and plan the new corporation. They set up the foundation for the business or enterprise.

2. Incorporation:
• Steps involved:
• Execution of the Articles of Incorporation: The incorporators (people starting the corporation) sign
and prepare the articles of incorporation, which is the official document that creates the corporation. They also
prepare other necessary documents required for registration.
• Filing with the SEC: The articles of incorporation are submitted to the Securities and Exchange
Commission (SEC). Along with this, a treasurer’s affidavit is filed. If the corporation is governed by a special
law (like educational institutions), a recommendation from the appropriate government agency (e.g., CHED or
DepEd) is also required to ensure the documents follow the law.

3. Formal Organization and Commencement of Business:

• What happens here: After filing with the SEC, the corporation formally organizes itself and starts
its business activities.
• Adopt By-Laws: The corporation adopts by-laws (rules that govern the corporation) and files them
with the SEC.
• Election of Directors and Officers: The corporation elects its board of directors (or board of
trustees) and officers.
• Payment of Shares: Shareholders pay for the shares they have committed to purchase in the
corporation.

Important Notes:
• Who can organize a corporation?: A person, partnership, or association (but not more than 15
people in total) can organize a corporation for any lawful purpose.
• Restrictions for professionals: Professionals (like doctors, lawyers, etc.) or professional
partnerships cannot organize as a corporation to practice their profession unless special laws allow it.

In summary, creating a corporation involves promoting the idea, registering it with the SEC, formally organizing
the business, and starting operations.

Number of Incorporators:
• How many incorporators are needed?: To form a corporation, you need at least two people, but no
more than fifteen.
• One Person Corporation (OPC): This is a special type of corporation that can have just one
stockholder and one director. It must follow special guidelines for registration.

Qualifications of Incorporators:
• Stock Corporations: Each incorporator must own or agree to buy at least one share of the
corporation’s stock.
• Non-stock Corporations: Each incorporator must be a member of the corporation.
• Who can be an incorporator?: The incorporators can be a mix of:
• Natural persons (individual people)
• SEC-registered partnerships
• SEC-registered domestic corporations or associations
• Foreign corporations (under certain conditions).
• Age requirement: Incorporators who are natural persons must be of legal age (usually 18 and
above).
• Signature: Incorporators must sign the Articles of Incorporation and By-laws.

Partnerships as Incorporators:
• If a partnership is an incorporator, a Partner’s Affidavit must be submitted. This document
confirms that the partners approve the investment in the new corporation and designate one partner to sign
incorporation documents.
• Partnerships that are dissolved or expired cannot be incorporators.

Domestic Corporations or Associations as Incorporators:

• If a domestic corporation or association is an incorporator, its investment must be approved by:
• The majority of the board of directors or trustees.
• Two-thirds (2/3) of the stockholders (for stock corporations) or members (for non-stock
corporations).
• A Certificate confirming the approval must be submitted.
• Corporations with delinquent, suspended, or expired status cannot be incorporators.

Foreign Corporations as Incorporators:

• If a foreign corporation is an incorporator, the registration must include a document (e.g., Board
Resolution or Directors’ Certificate) that’s authenticated by a Philippine Consulate or with an apostille. This
document must give permission for the foreign corporation to invest in the new corporation.

Signatories of the Articles of Incorporation:

• Who signs?: Each person signing the Articles of Incorporation must state their role (e.g.,
incorporator or representative of a corporation).
• Identification: The Taxpayer Identification Number (TIN) of the person signing and any foreign
investors must be listed in the Articles of Incorporation.
• If a foreign investor doesn’t yet have a TIN, they must get one after incorporation.

Designation of Incorporators as Directors or Trustees:

• If an individual signs the Articles of Incorporation on behalf of a company or partnership (not a
natural person), they cannot be named as a director or trustee unless they own at least one share of stock or are a
member of the corporation.

Foreign Nationals in the Articles of Incorporation:

• Foreign nationals can be included in the Articles of Incorporation, but there are restrictions on
foreign ownership based on laws or regulations for certain industries.

Additional Requirements for Certain Corporations:

• For corporations in certain industries like banks, insurance, or preneed companies, the Articles of
Incorporation must also be approved by the appropriate government agency to confirm that they follow the law.

This section provides detailed rules about who can be an incorporator, how partnerships and foreign corporations
can participate, and the specific requirements for certain types of corporations.

Section 11
Corporate Term
This section explains the rules about how long a corporation can exist.

Perpetual Existence:
• Default rule: A corporation usually has perpetual existence, meaning it can continue indefinitely
unless the Articles of Incorporation (the founding document) say otherwise.

Corporations Before the New Law:

• Corporations that were created before this new law (the Revised Corporation Code) still have
perpetual existence unless their Articles of Incorporation specify a different time frame.
• If these older corporations want to keep a limited corporate term, they must have a majority vote
from stockholders to notify the SEC and decide to maintain a specific term.

Changing the Corporate Term:

• Extending or shortening the term: A corporation can change its term by amending its Articles of
Incorporation.
• Limit on extensions: The term cannot be extended earlier than three years before the original
expiration date, unless there is a valid reason for an earlier extension, which the SEC must approve.
• Effective date: The change to extend or shorten the term will only take effect the day after the
original or new expiry date.

Revival of Corporate Existence:

• If a corporation’s term expires, it can apply to revive its existence, meaning it can continue with
the same rights, privileges, and liabilities as before.
• Upon SEC approval, the corporation is considered revived, and it gets perpetual existence unless
it states otherwise in its revival application.
• Certain types of businesses (like banks, insurance companies, and pawnshops) must get a favorable
recommendation from the relevant government agency before the SEC will approve the revival.

General Rule:
• A corporation usually has perpetual existence, meaning it can continue forever.

Exception:
• A corporation can have a specific term (a set number of years) if its Articles of Incorporation
specify that, or if the corporation chooses to limit its term after following the process outlined above.

This section clarifies that most corporations have perpetual existence unless they choose otherwise, and provides
guidelines for extending, shortening, or reviving the corporate term.

Corporate Term and Revival of Corporate Existence

Corporate Term for a Specific Period:

• Extension or Shortening: A corporation with a fixed term can extend or shorten its term by
amending its Articles of Incorporation.
• Expiration and Dissolution: If the corporation does not extend its term before it expires, it will
automatically dissolve (cease to exist) once the term ends.

Revival of Corporate Existence:

A corporation whose term has expired can apply to revive its existence.
• General Rule: Once the SEC (Securities and Exchange Commission) approves the application, the
corporation is revived and will receive a certificate of revival, granting it perpetual existence unless the revival
application specifies a different term.
• Exception: The revived corporation can have a specific term instead of perpetual existence if the
revival application requests it.

Who May Apply for Revival:

Corporations that can apply for revival include:
• Corporations whose term has expired.
• Corporations whose registration was revoked due to non-filing of required reports (like General
Information Sheets), provided they lift the revoked status and pay penalties.
• Corporations whose registration was suspended, which must also lift the suspension and pay
penalties.
• Corporations whose name has been re-used by another company, in which case they must change
their name within 30 days of revival.

Who May Not Apply for Revival:

The following corporations cannot apply for revival:
• Corporations that have already completed liquidation of their assets.
• Corporations revoked for reasons other than non-filing of reports.
• Corporations dissolved under certain laws, such as Presidential Decree No. 902-A.

• Corporations that have already been re-registered under specific guidelines, except when:
• The re-registered corporation agrees to let the petitioner use the corporate name and dissolve after
revival, or
• The re-registered corporation agrees to let the petitioner use the name and change their own name
after the revival.

Required Vote to Initiate Revival:

• For stock corporations: The revival requires a majority vote from the board of directors and
majority approval from the stockholders holding the outstanding capital stock.
• For non-stock corporations: The revival requires a majority vote from the board of trustees and
majority approval from the members.

Appraisal Right:
• Appraisal right allows dissenting stockholders (those who disagree with the revival) to demand
payment for their shares, in accordance with the Revised Corporation Code.

This section provides guidelines on the revival of a corporation whose term has expired, including the eligibility,
procedures, required votes, and appraisal rights for dissenting stockholders.

Section 12
Minimum Capital Stock Not Required of Stock Corporations
This section addresses the requirement for capital stock in stock corporations:
• General Rule: Stock corporations are not required to have a minimum amount of capital stock.
This means that, in general, there is no mandatory minimum amount of capital that these corporations must raise
to start their business.
• Exception: If a special law (a law that applies to specific types of businesses or industries) provides
otherwise, then that law may set a minimum capital requirement for certain types of stock corporations.

In short, the default is no minimum capital requirement, unless a specific law dictates otherwise for particular
industries or types of businesses.

Section 13
Contents of the Articles of Incorporation
The Articles of Incorporation is a key document required to form a corporation. It must be filed with the SEC
(Securities and Exchange Commission) and include the following essential information, unless specified
otherwise by this Code or other special laws:
1. Name of the Corporation:
• The official name under which the corporation will operate.
2. Specific Purpose(s):
• The primary purpose for which the corporation is formed, and if there are multiple purposes, the
secondary purposes must also be listed.
• For nonstock corporations, their purpose cannot contradict their nonstock nature.
3. Principal Office Location:
• The location of the corporation’s main office, which must be within the Philippines.
4. Corporate Term:
• The term (duration) for which the corporation will exist, unless it has perpetual existence.
5. Incorporators:
• The names, nationalities, and residence addresses of the incorporators (the people forming the
corporation).
6. Number of Directors or Trustees:
• The number of directors (for stock corporations) or trustees (for nonstock corporations), which
should not exceed fifteen directors or trustees.
7. First Directors or Trustees:
• The names, nationalities, and residence addresses of the individuals who will serve as directors or
trustees until the first regular election of directors or trustees.
8. For Stock Corporations:

• The amount of authorized capital stock, number of shares, and par value of each share (if
applicable).
• The names, nationalities, and residence addresses of the original subscribers and the amount each
subscriber has paid or promised to pay.
• A statement about whether some or all shares are without par value (if applicable).
9. For Nonstock Corporations:
• The amount of capital, names, nationalities, and residence addresses of the contributors, and the
amount each has contributed.
10. Other Matters:
• Any additional information the incorporators believe is necessary or convenient, as long as it is
consistent with the law.

Arbitration Agreement:
• An arbitration agreement may be included, as per Section 181 of this Code.

Electronic Filing:
• The Articles of Incorporation can be filed electronically with the SEC, according to the
Commission’s electronic filing rules.

In summary, the Articles of Incorporation must clearly outline the corporation’s identity, purposes, governance,
and share structure (if applicable), among other key details.

Section 14
Form of Articles of Incorporation
Key Terms and Concepts in Corporation Formation
Subscription
• A subscription is a written agreement to purchase newly issued shares of stock or bonds. It is a
commitment by the subscriber to invest in the corporation by purchasing shares as they are issued.

Paid-up Capital
• Paid-up capital refers to the portion of the authorized capital stock that has been subscribed and
actually paid by shareholders. It is the capital that the corporation has received in exchange for shares issued to
shareholders.

Articles of Incorporation
• The articles of incorporation serve as the fundamental document that defines a corporation’s
existence and operations. It outlines the relationship between:
1. The State and the corporation.
2. The corporation and its stockholders.
3. The stockholders themselves.
• The articles of incorporation are binding not just on the corporation but also on its shareholders,
establishing their rights and obligations within the corporation.

Three-Fold Nature of the Articles of Incorporation

1. A Contract Between the State and the Corporation:
• This contract governs the formation, operation, and dissolution of the corporation in accordance
with the law.
2. A Contract Between the Corporation and its Stockholders:
• It defines the rights and duties of the corporation toward its shareholders, including corporate
governance and shareholder participation.
3. A Contract Between the Stockholders Inter Se:
• It outlines the rights, obligations, and responsibilities between the shareholders themselves,
particularly regarding shares and voting.

The Name of the Corporation

• The name of a corporation is crucial for its identity and legal standing. It is essential for the
corporation’s ability to engage in legal activities, such as suing or being sued.

Limitations on Corporate Name:

• A corporate name must not be identical, deceptively similar, or confusingly close to that of an
existing corporation or other protected names.
• It must also contain one of the following words: Inc., Corporation, or OPC (for One Person
Corporations).
• Changing the Corporate Name:
• A corporation can change its name by amending its articles of incorporation.

Purpose Clause
• The purpose clause in the articles of incorporation defines the activities and powers a corporation
is authorized to engage in. If the corporation acts beyond its stated purposes, those actions are considered ultra
vires (beyond the powers).
• If the corporation has multiple purposes, the primary and secondary purposes must be stated.
• Section 41 of the Code allows corporations to invest in businesses or corporations beyond their
primary purpose if approved by a majority of the board and ratified by at least two-thirds of the shareholders.

Principal Office of the Corporation

• The principal office determines the official residence of the corporation and serves several
purposes:
• It determines the venue for legal proceedings involving the corporation.
• It is where stockholder or member meetings are held.
• It is the location for maintaining corporate books and records.

Term of Existence
• A corporation typically has perpetual existence, unless the articles of incorporation specify a
different term. In that case, the corporation will dissolve automatically upon the expiration of the specified term,
unless its existence is extended.

Number of Board of Directors or Trustees

• Directors: The number of directors in a stock corporation cannot exceed fifteen (15).
• Trustees: The number of trustees in a nonstock corporation may exceed fifteen (15).

Authorized Capital Stock

• The authorized capital stock is the maximum amount of capital the corporation can raise through
the sale of shares. It is specified in the articles of incorporation and includes:
• The amount of capital authorized.
• The number of shares the capital is divided into.
• The par value of the shares (if applicable).
• The names, nationalities, and residences of the original subscribers, along with the amounts they
have subscribed and paid.

Summary:
The articles of incorporation define key aspects of a corporation’s identity, structure, and governance, including
its name, purpose, capital stock, term, and operational framework. These details must comply with legal standards
and are binding on both the corporation and its shareholders.

Section 15
Amendment of Articles of Incorporation
The Articles of Incorporation of a corporation may be amended for legitimate purposes, unless otherwise
prescribed by the Revised Corporation Code or special laws. Here’s a breakdown of the process and requirements
for amending the articles:

General Rule for Amendment

1. Board of Directors or Trustees Approval:
• Any amendment must be approved by a majority vote of the Board of Directors (for stock
corporations) or the Board of Trustees (for nonstock corporations).
2. Stockholder or Member Approval:

• The amendment must also be approved by a two-thirds (2/3) vote of the stockholders representing
at least two-thirds of the outstanding capital stock.
• In the case of nonstock corporations, the amendment requires the approval of majority of the
trustees and two-thirds (2/3) of the members.
3. Appraisal Right of Dissenting Stockholders:
• Dissenting stockholders have the right to an appraisal, as provided by the Revised Corporation
Code.

Required Documentation for Amendment

• Underscoring Changes: The original articles of incorporation and the amended articles must
clearly indicate the changes, with amendments underscored.
• Certification: A certified copy of the amended articles, signed under oath by:
• The corporate secretary and
• A majority of the directors or trustees,
• Must be submitted to the Securities and Exchange Commission (SEC), stating that the amendments
were duly approved by the required vote of the stockholders or members.

Effectivity of Amendments
• Amendments to the articles will take effect either:
• Upon approval by the SEC, or
• Six months after filing, if the SEC does not act on the amendments within that time frame, for
reasons not attributable to the corporation.

Summary
The process of amending the articles of incorporation requires the approval of both the board and the stockholders
(or trustees and members in nonstock corporations). Amendments must be properly documented, indicating
changes, and submitted to the SEC for approval. The amendments become effective once approved by the SEC
or after six months if no action is taken.

Limitations in the Amendment of the Articles of Incorporation

The amendment process for the Articles of Incorporation has specific limitations and requirements to ensure
compliance with the law. Here are the key limitations and procedures:

Key Limitations and Requirements:

1. Legitimate Purpose:
• The amendment must be for legitimate purposes and must not contradict the provisions of the
Revised Corporation Code or any special laws.
2. Approval by Board of Directors or Trustees:
• The amendment must be approved by a majority vote of the Board of Directors (for stock
corporations) or the Board of Trustees (for nonstock corporations).
3. Stockholders or Members Approval:
• The amendment requires the vote or written assent of stockholders representing at least two-thirds
(2/3) of the outstanding capital stock for stock corporations, or two-thirds (2/3) of the members for nonstock
corporations.
4. Indication of Changes:
• The original and amended articles must be submitted together, with the changes underscored to
highlight the amendments made.
5. Certification and Submission to SEC:
• A certification under oath by the corporate secretary and a majority of the board of directors (or
trustees) must accompany the amended articles, confirming that the amendments have been approved by the
required vote of the stockholders or members.
• This must be submitted to the Securities and Exchange Commission (SEC).
6. Approval by SEC:
• The amendments to the articles of incorporation must be approved by the SEC to take effect.
7. Government Agency Recommendation:

• If the corporation is a bank, banking or quasi-banking institution, preneed company, insurance or

trust company, nonstock savings and loan association (NSSLA), pawnshop, or any financial intermediary, the
amendment must be accompanied by a favorable recommendation from the appropriate government agency.

Summary
Amending the Articles of Incorporation requires a legitimate purpose, approval from both the board and the
stockholders (or trustees and members in nonstock corporations), and compliance with legal formalities such as
submitting the amended documents to the SEC with the necessary certifications. Additionally, certain financial
institutions must secure a favorable recommendation from the appropriate government agency.

Section 16
Grounds for Disapproval of Articles of Incorporation or Amendments
The Securities and Exchange Commission (SEC) may disapprove the articles of incorporation or any amendment
if they do not meet the legal requirements or conditions prescribed in the Revised Corporation Code. The SEC
must provide a reasonable period for the incorporators, directors, trustees, or officers to make the necessary
corrections before disapproval is finalized.

Grounds for Disapproval:

1. Non-Compliance with Prescribed Form:
• The articles of incorporation or amendments do not substantially follow the required format or
form prescribed by the Corporation Code.
2. Illegal, Unconstitutional, or Immoral Purpose:
• The purpose(s) stated in the articles are unconstitutional, illegal, immoral, or contrary to
government rules and regulations.
3. False Certification on Capital:
• The certification regarding the amount of subscribed and/or paid capital stock is found to be false.
4. Failure to Meet Filipino Ownership Requirements:
• The corporation does not comply with the required percentage of Filipino ownership of capital
stock, as mandated by the Constitution or existing laws.
5. Financial Institutions and Special Corporations:
• For banks, banking and quasi-banking institutions, preneed companies, insurance and trust
companies, nonstock savings and loan associations (NSSLAs), pawnshops, and other financial intermediaries, the
SEC will not approve the articles or amendments unless they are accompanied by a favorable recommendation
from the appropriate government agency confirming that the proposed articles or amendments comply with
applicable laws.

Note:
Before disapproving the articles of incorporation or amendments, the SEC is required to grant a reasonable period
for the incorporators, directors, trustees, or officers to modify or correct any objectionable portions. This ensures
an opportunity for compliance before disapproval is finalized.

Section 17
Corporate Name Requirements
The Securities and Exchange Commission (SEC) has strict guidelines regarding the naming of corporations. The
name of a corporation is a key part of its identity and legal existence, as it designates the corporation in legal
matters and operations. Therefore, a corporation must have a distinctive name that complies with the law.

Conditions for Approval of a Corporate Name:

1. Distinguishable from Other Names:
• A corporate name must not be identical or deceptively similar to one already reserved or registered
for use by another corporation. The SEC will not approve a name that is likely to confuse the public or lead to
unfair competition.
2. Protected by Law:
• The corporate name must not infringe on names that are protected by law or regulations. For
example, names of government agencies, public institutions, or trademarks that are legally protected cannot be
used.
3. Compliance with Laws and Regulations:

• The corporate name must comply with existing laws, rules, and regulations. If a name violates any
of these, it will be disapproved.

What Makes a Name Not Distinguishable:

A corporate name is not distinguishable if it only differs from an existing name by:
• The use of common terms like “corporation,” “company,” “incorporated,” or their abbreviations.
• Variations such as punctuation, conjunctions, articles, contractions, prepositions, or changes in
spacing, tense, or number.

Action in Case of Violation:

If the SEC determines that a corporate name violates these rules, it has the authority to:
1. Order the Corporation to Cease Use: The corporation will be required to stop using the disallowed
name immediately.
2. Register a New Name: The corporation must select a new name that meets the requirements.
3. Remove All Signages: The corporation must remove all signs, advertisements, labels, and other
materials displaying the offending name.

Consequences of Non-Compliance:
If the corporation fails to comply with the SEC’s order to change its name:
1. The SEC may hold the corporation’s responsible directors or officers in contempt.
2. The corporation may face administrative, civil, and/or criminal liability under the law.
3. The SEC may revoke the corporation’s registration.

Importance of Corporate Name:

A corporation’s name is a crucial element of its identity. It functions similarly to an individual’s name, enabling
the corporation to perform legal actions such as suing and being sued. The right to use a corporate name is an
integral part of the corporate franchise. Therefore, securing a distinctive and legally compliant name is essential
for the corporation’s existence and operations.

Section 18
Registration, Incorporation, and Commencement of Corporate Existence
The process of incorporation involves several steps, and the Securities and Exchange Commission (SEC) plays a
central role in the registration and commencement of a corporation’s existence.

Steps for Incorporation:

1. Name Reservation:
• The incorporators (individuals or groups wishing to form a corporation) must first submit the
desired corporate name to the SEC for verification.
• The SEC will assess whether the name is distinguishable from other registered names, not
protected by law, and in compliance with applicable rules.
• If the name passes the SEC’s checks, it will be reserved for the incorporators.
2. Submission of Articles of Incorporation and Bylaws:
• Once the name is reserved, the incorporators must submit their articles of incorporation and bylaws
to the SEC for review.
3. Review by the SEC:
• The SEC will review the submitted documents and check for compliance with the requirements of
the Corporation Code and other relevant laws.
• If everything is in order, the SEC will approve the submission and issue the certificate of
incorporation.

Commencement of Corporate Existence:

• The corporate existence officially begins when the SEC issues the certificate of incorporation,
which is the document that grants the corporation juridical personality.
• From the moment the certificate is issued under the SEC’s official seal, the corporation is legally
recognized as a body corporate.
• The corporation will exist for the duration stated in its articles of incorporation, unless:
• The term is extended.

• The corporation is dissolved sooner in accordance with the law.

Key Takeaways:
• Certificate of Incorporation: This is the legal document that formally establishes the corporation’s
existence and gives it juridical personality.
• The corporation is considered incorporated and gains its legal identity on the date the SEC issues
the certificate of incorporation.
• The SEC’s jurisdiction begins once the certificate is issued, and from that moment, the corporation
is governed by the laws and regulations under the SEC’s oversight.

Section 19
De Facto Corporations
This section deals with de facto corporations, which are corporations that claim in good faith to have been properly
incorporated but have failed to fully comply with all the legal requirements for incorporation.

Key Points:
1. Good Faith and Corporate Powers:
• A corporation that claims in good faith to be legally incorporated under the Corporation Code,
despite potential deficiencies in its formation, is recognized as having the right to exercise corporate powers.
• Even if certain legal formalities were not completed, the corporation is still allowed to engage in
corporate activities unless formally challenged.
2. Limitations on Collateral Inquiry:
• In any private suit where the de facto corporation is a party, the issue of whether the corporation
was properly incorporated cannot be questioned collaterally. This means that the legitimacy of the corporation
cannot be challenged in an indirect way during private litigation.
3. Quo Warranto Proceeding:
• The Solicitor General is the only official authorized to question the existence and validity of a de
facto corporation’s incorporation through a quo warranto proceeding. This type of legal action is initiated to
determine whether the corporation had the legal right to operate under the claimed corporate name and powers.
• A quo warranto action allows the state to challenge the right of an entity to act as a corporation,
but it cannot be used casually in private disputes.

Summary:
A de facto corporation is one that, in good faith, claims to be incorporated, even if it has not met all legal
requirements. In private litigation, its right to act as a corporation cannot be questioned unless a quo warranto
proceeding is filed by the Solicitor General. This provision protects the de facto corporation from challenges to
its corporate status in everyday legal proceedings, while ensuring that any significant legal challenge to its
existence must follow the proper, formal legal process.

Requirements for De Facto Corporation:

To qualify as a de facto corporation, the following requirements must be met:
1. Existence of a Valid Law:
• There must be a valid corporation law under which the entity can be incorporated. This law
provides the framework for the creation and functioning of corporations.
2. Attempt to Incorporate in Good Faith:
• There must be a good faith attempt to incorporate the entity in accordance with the law. This
includes the intention to form a corporation, even if the formalities were not fully complied with.
3. Assumption of Corporate Powers:
• The entity must assume corporate powers, such as conducting business, entering contracts, and
operating as a corporation, despite not being fully incorporated.

Note:
The filing of articles of incorporation and the issuance of a certificate of incorporation are essential for the entity
to qualify as a de facto corporation. The Supreme Court has ruled that an organization not registered with the
Securities and Exchange Commission (SEC) cannot be considered a corporation, even as a de facto corporation.
Thus, mere assumption of corporate powers without proper registration does not grant the entity corporate status.

Conflicting Public Interests Under the De Facto Doctrine:

The de facto doctrine strikes a balance between two conflicting public interests:
1. Opposition to Unauthorized Corporate Privileges:
• The public interest is against allowing entities to assume corporate privileges without meeting the
legal requirements. This would prevent unauthorized entities from taking advantage of corporate status.
2. Protection of Business Dealings:
• On the other hand, there is a public interest in protecting business dealings. The doctrine ensures
that parties dealing with an entity they believe to be a corporation are not prejudiced by the entity’s failure to
strictly comply with incorporation laws, thus maintaining security and confidence in business transactions.

Purpose of the De Facto Doctrine:

The de facto doctrine exists to protect the public in dealings with organizations that appear to be corporations but
have failed to fully comply with incorporation laws. It is intended to ensure that such entities are held accountable
for their actions in business dealings, but it does not grant them the advantages of a corporation if they do not
meet legal requirements.

Section 20
Corporation by Estoppel
This section addresses the concept of corporation by estoppel and the liabilities that arise when individuals act as
if a corporation exists, knowing that no corporate entity has been legally formed.

Key Points:
1. Liability of Individuals Acting as an Unauthorized Corporation:
• If individuals assume to act as a corporation without the legal authority to do so (i.e., they present
themselves as a corporation), they are held personally liable as general partners.
• These individuals are liable for any debts, liabilities, and damages incurred by the actions they
take in the name of the non-existent corporation.
2. Cannot Use Lack of Corporate Personality as a Defense:
• If such an ostensible corporation (an apparent corporation without legal standing) is sued for a
transaction or tort it engaged in, it cannot use the defense that it was not a real corporation.
• This prevents individuals from avoiding responsibility by claiming there was no corporate entity
in existence at the time of the transaction.
3. Obligations of Third Parties:
• A third party who enters into a transaction with the ostensible corporation cannot resist performing
their part of the agreement by claiming there was no corporation.
• This ensures that a party dealing with the ostensible corporation can still hold those individuals
accountable, even if the corporation was not properly incorporated.

Doctrine of Estoppel:
• The doctrine of estoppel is rooted in equity, which aims to promote fairness and prevent injustice.
• It is a principle used to prevent someone from denying a fact or right after they have led others to
believe otherwise.
• Estoppel requires an unequivocal and intentional act that prevents a party from acting contrary to
the position they previously assumed.
• In legal contexts like this, estoppel prevents individuals from avoiding responsibility after leading
others to believe they were acting under a corporate structure when, in fact, no such corporation existed.

Summary:
The corporation by estoppel provision ensures that individuals who act as a corporation, even without legal
standing, are held accountable for their actions. They cannot escape liability by claiming the non-existence of a
corporation, and anyone engaging with them is not allowed to argue the same defense. This doctrine prevents
misuse and promotes fairness by holding individuals responsible for their actions and representations.

Section 21
Effects of Non-Use of Corporate Charter and Continuous Inoperation
1. Failure to Commence Business within Five (5) Years:
• If a corporation does not formally organize or commence its business within five (5) years from
the date of incorporation, its certificate of incorporation shall be deemed revoked starting the day after the five-
year period ends. This means the corporation loses its legal status and the right to operate.
2. Inoperation for Five (5) Consecutive Years:
• If a corporation commences business but becomes inoperative for at least five (5) consecutive
years, the SEC (Securities and Exchange Commission) may, after due notice and hearing, place the corporation
under delinquent status.
3. Delinquent Status:
• Once a corporation is declared delinquent, it is given a two (2)-year period to resume operations
and comply with all SEC requirements. If the corporation fulfills these requirements within the given timeframe,
the SEC will issue an order lifting the delinquent status.
4. Revocation for Non-Compliance:
• If the corporation fails to comply and does not resume operations within the two-year period, the
SEC will revoke the certificate of incorporation, effectively dissolving the corporation.
5. Coordination with Regulatory Agencies:
• The SEC must give reasonable notice and coordinate with the appropriate regulatory agency before
suspending or revoking the certificate of incorporation of corporations under their special regulatory jurisdiction
(e.g., banks, insurance companies, etc.).

Summary:
The provision outlines consequences for corporations that either fail to start business within five years of
incorporation or cease operations for five consecutive years. These corporations may be placed under delinquent
status, and if they do not resume operations within two years, their corporate charter may be revoked. The SEC
ensures due process, including notice and coordination with other regulatory agencies.

LAW - TITLE III

(Sections 22 - 34)

Correlation of the Board of Directors/Trustees, Officers, and Stockholders

In a corporation, stockholders (owners) elect the board of directors or trustees to manage the company. The board
then chooses officers (like a CEO or president) to handle daily operations. Even though stockholders own the
company, they mostly influence big decisions, like changes in the company’s structure or policies.

Acts of Management and Ownership

The board of directors is in charge of managing the corporation, making decisions about how it runs. On the other
hand, stockholders focus on ownership—they receive profits and make major decisions like approving mergers
or changes to company rules. The board cannot make these big decisions alone; they need stockholder approval.

Where Do Corporate Powers Reside?

The stockholders’ most important power is the right to vote, either in person or through a proxy (someone voting
on their behalf). They vote for directors or trustees, who are then responsible for managing the corporation. Once
directors are elected, the stockholders let them handle corporate decisions, as allowed by law.

What Is the Business Judgment Rule?

The business judgment rule protects decisions made by the board of directors if those decisions are within the
corporation’s powers (intra vires). Courts usually don’t question these decisions unless they are extremely unfair
or harmful—like when board members make deals that only benefit themselves and hurt the company or other
stockholders.

Section 22
The Board of Directors or Trustees of a Corporation
1. Responsibilities of the Board
• The board of directors or trustees is responsible for managing the corporation. This includes
making decisions about the company’s business and overseeing its properties.
2. Terms and Qualifications
• Directors (for stock corporations):
Elected for 1 year from among stockholders who own shares recorded in the corporation’s books.
• Trustees (for nonstock corporations):
Elected for a term of up to 3 years from among the members of the corporation.
• A director or trustee loses their position if they no longer qualify (e.g., if a director no longer owns
at least one share of stock).
3. Independent Directors
• Certain corporations that serve the public interest must have independent directors who make up
at least 20% of the board. These include:
• Companies listed on the stock exchange or with large assets and numerous shareholders.
• Banks, pawnshops, insurance companies, and similar financial organizations.
• Other businesses deemed by the Commission as having public interest.
• Who are Independent Directors?
• They must not have any business or relationship with the company that could affect their judgment.
• They are chosen during shareholder elections and follow strict rules about qualifications, term
limits, and independence.
4. Purpose of Independent Directors
• Independent directors are essential to ensure fairness and protect the interests of minority
shareholders. Their role is guided by global standards and regulations to ensure unbiased decision-making.

Governing Body of a Corporation

The board of directors is the main governing body of a corporation. They:
• Control corporate business.
• Appoint officers and managers to handle daily operations.

Why does the board hold these powers?

Stockholders are often too numerous, scattered, or inexperienced to directly manage the corporation. Instead,
stockholders elect directors to represent them and oversee the company’s operations.

Duties of the Board of Directors

The board must act as trustees for the stockholders, especially protecting the rights of minority shareholders. Their
actions must follow principles of:
• Good faith
• Care
• Diligence

If the board breaches this trust (e.g., by acting unfairly or harming the corporation), stockholders can seek legal
action.

What Is a Derivative Suit?

When directors or trustees act wrongly or refuse to hold themselves accountable, a stockholder can file a
derivative suit.
• This type of lawsuit allows a stockholder to act on behalf of the corporation to protect its rights
when management fails to do so.
• It’s a way for minority stockholders to fight against abuse or mismanagement.

Authority of the Board of Directors

The board has authority over:
1. Setting policies.
2. Entering into contracts.
3. Managing the day-to-day business of the corporation.

However, some decisions, like selling company property or making major changes, may require stockholder
approval as stated in the Corporation Code or the company’s by-laws.

How a Corporation Exercises Its Powers

A corporation acts through:
1. The board of directors: Manages the business and oversees all corporate property.
2. Authorized officers and agents: Handle specific tasks as assigned by the board.

Important notes:
• Corporate property belongs to the corporation, not individual stockholders.
• Only the board has the power to sell corporate assets, unless explicitly authorized by stockholders.
• Officers like the treasurer cannot make big decisions (like selling assets) unless the board allows
it.

1. The Board of Directors

• Role: They set corporate policies and oversee the general management of the business.
• Delegation: Just like how a person can let someone else handle tasks on their behalf, the board can
assign some responsibilities to officers or agents. However, the board remains responsible for the corporation’s
overall direction.

2. The Officers
• Role: Officers carry out the policies and decisions made by the board.
• In Practice: While their job is to execute the board’s plans, officers often have significant freedom
to make decisions about day-to-day business operations.

3. The Stockholders
• Role: Stockholders don’t handle daily management but have the final say on major changes, such
as amending the corporation’s articles of incorporation.
• Residual Power: This means they step in only for fundamental, long-term decisions about the
corporation.

Important Note
• General Rule: The board of directors is in charge of exercising corporate powers and making
decisions.
• Exceptions: Certain situations outlined in the law may require approval from the stockholders or
other specific processes.

Power to Decide Whether a Corporation Can Enter Into a Binding Contract

• General Rule: A corporation acts through its board of directors, which holds the power to make
corporate decisions.
• Without the board’s approval, no officer or individual can bind the corporation to a contract. This
ensures that major decisions align with the corporation’s collective interests.

Can Corporate Powers Be Given Directly to Officers?

• Yes, corporate powers can be assigned directly to officers or agents through:
• Statutes (laws)
• Articles of Incorporation
• By-laws
• Resolutions or decisions by the board of directors
• Express Powers: Powers explicitly given to officers or agents (e.g., through board decisions or by-
laws).
• Implied Powers: Along with express powers, officers may also have implied authority—the ability
to perform necessary actions to fulfill their main duties. For example, a sales manager might have implied
authority to negotiate with clients to complete a sale.

Principle of Delegated Authority

When authority is delegated, it includes the power to do things that are naturally or reasonably necessary to
achieve the assigned task, unless the delegation states otherwise.

Qualifications of a Director/Trustee
1. For Stock Corporations:
• Must own at least one share of the corporation’s capital stock in their name.
2. For Non-Stock Corporations:
• Must be a member of the corporation.
3. General Requirements:
• Must be of legal age (at least 18 years old).
• Must be legally capable of performing duties (e.g., not disqualified due to legal restrictions).
• Must meet any additional qualifications specified in the corporation’s by-laws.

Independent Director
• Who They Are:
• A director who is independent of the company’s management.
• They have no business or personal relationships with the corporation that could affect their
impartiality.
• Election:
• Independent directors are chosen by shareholders present at the election or those voting in absentia.
• Purpose:
• Their role is to provide unbiased decisions and protect the interests of all stakeholders, especially
minority shareholders.

Section 23
Who Can Be Elected?
• Stockholders or members can nominate anyone who meets the qualifications and has no
disqualifications under the law.
• If there are founders’ shares, the holders of these shares may have the exclusive right to elect
directors (as stated in Section 7).

Voting Requirements
1. Quorum:
• A majority of stockholders (owning a majority of the outstanding capital stock) or a majority of
voting members must be present.
• Attendance can be in person, via proxy, or through remote communication (if allowed by bylaws
or approved by the board).
2. Voting Modes:
• Stockholders or members may vote in person, by proxy, through remote communication, or in
absentia.
• If a stockholder votes remotely or in absentia, they are considered present for quorum purposes.
3. Ballot Voting:
• Voting must be by ballot if requested by any voting stockholder or member.

Voting Rights
• Stock Corporations:
• Stockholders can vote based on the number of shares they own.
• Voting options include:
a. Straight Voting: One vote per share for each candidate.
b. Cumulative Voting: All votes can be given to one candidate or divided among several candidates.
• Delinquent Stock (unpaid shares) cannot be voted.
• Nonstock Corporations:
• Members have one vote per trustee position but cannot cast more than one vote per candidate
unless specified otherwise in the bylaws.

Election Outcomes
• The candidates with the highest number of votes are elected as directors or trustees.

What If No Election Happens?

• If no quorum is met or no election occurs, the meeting can be adjourned, and the corporation must
follow procedures outlined in Section 25 of the Corporation Code.

Duties of Elected Directors or Trustees

• Once elected, directors and trustees must perform their duties in line with:
• The law
• Rules of good corporate governance
• The corporation’s bylaws

Section 24
Who Are Corporate Officers?
After the board of directors is elected, they must choose the key officers of the corporation:
1. President:
• Must be a member of the board of directors.
2. Treasurer:
• Must be a resident of the Philippines.
3. Secretary:
• Must be a Filipino citizen and a resident of the Philippines.
4. Other Officers:
• Additional roles may be defined in the corporation’s bylaws (e.g., vice presidents, auditors).
• Compliance Officer: Required for corporations with public interest (e.g., listed companies or
financial institutions).

Rules on Holding Multiple Positions

• One person can hold two or more positions in the corporation, except:
• No one can serve as both president and secretary or both president and treasurer, unless specifically
allowed by law.

Duties of Corporate Officers

• Officers are responsible for managing the corporation’s operations.
• Their specific duties are determined by:
• The corporation’s bylaws.
• Resolutions or decisions made by the board of directors.

Who Is a Corporate Officer?

• A corporate officer holds a position that is explicitly mentioned in the corporation’s bylaws (e.g.,
president, treasurer, secretary).
• If the position isn’t listed in the bylaws, it is not considered a corporate office.

Authority of Corporate Officers

• General Rule:
• Corporate officers can make decisions and take actions within the scope of their authority, and
these actions are binding on the corporation.
• Exceeding Authority:
• If a corporate officer acts beyond their authority, their actions do not bind the corporation unless:
1. The corporation ratifies (approves) those actions later, or
2. The corporation is estopped (prevented) from denying those actions, typically if others relied on
them in good faith.

Corporate Officers
President
Requirements:
1. Must be a director of the corporation.
2. Must be a stockholder owning at least 1 share of the company’s stock.
Citizenship:
• Does not need to be a Filipino citizen.
Residency:
• Does not need to be a resident of the Philippines.

Secretary
Requirements:
• May or may not be a director.
Citizenship:
• Must be a Filipino citizen.
Residency:
• Must be a resident of the Philippines.

Treasurer
Requirements:
• May or may not be a director.
Citizenship:
• Does not need to be a Filipino citizen.
Residency:
• Must be a resident of the Philippines.

Compliance Officer
• Required if the corporation is involved in public interest (e.g., financial or listed companies).

Other Officers
• Other officer positions can be defined in the by-laws of the corporation.

Holding Multiple Positions

• A person can hold two or more positions at the same time, except for the president and secretary
or president and treasurer—they cannot hold both positions at once.

Corporate Officer vs. Corporate Employee

1. Corporate Officer:
• The position is specifically provided for under the Corporation Code or in the corporation’s by-
laws.
2. Corporate Employee:
• Hired by the managing officer of the corporation, not through election or specific by-laws.

What Is Quorum at a Meeting of Directors or Trustees?

• Quorum means the minimum number of directors or trustees needed to hold a meeting and make
valid decisions.
• A majority of the directors or trustees, as stated in the articles of incorporation, forms a quorum.
• If 50% + 1 of the directors are present, it’s a quorum.

General Rule for Valid Decisions

• At a quorum meeting, a decision is valid if it’s made by the majority of those present.
Exception: For the election of officers, a majority of all board members (not just those present) is needed to elect
officers.

Section 25
Report After Election
• What Needs to Be Reported:
• Within 30 days after the election of directors, trustees, and officers, the corporate secretary (or
another officer) must submit a report to the Commission.
• The report should include:
1. Names
2. Nationalities
3. Shareholdings
4. Residence addresses
• of the directors, trustees, and officers elected.

If Elections Are Not Held

• Reporting Non-Holding of Elections:
• If the election does not happen, the corporation must report this to the Commission within 30 days.
• The report must include:
• The reason for not holding the election.
• A new date for the election, which must be within 60 days from the original scheduled date.
• If No New Date or Election is Not Held:
• If the new election date isn’t set or if the election still doesn’t take place, the Commission can
order the election.
• Who Can Apply for This:
• Any stockholder, member, director, or trustee.
• The Commission may issue orders, such as:
• Notice of election: Time, place, and the presiding officer.
• Record date for determining who can vote.

Quorum for Election

• Even if the articles of incorporation or bylaws say otherwise, the shares represented at the meeting
and entitled to vote will still form a quorum to conduct the election.

Reporting the Cessation of Office

• If a director, trustee, or officer dies, resigns, or otherwise stops holding office:
• The secretary or the person involved must report the event to the Commission in writing within 7
days of knowing about it.

Objective of the Report of Election

The main purpose of the Report of Election is to ensure transparency and compliance with the Corporation Code.
All corporations are required by law to submit a report to the Securities and Exchange Commission (SEC) within
30 days after electing their directors, trustees, and officers.

The report must include:

• Names
• Nationalities
• Shareholdings
• Residence addresses

This helps the SEC maintain accurate records of who holds key positions within the corporation and ensures that
the elections are properly documented and compliant with regulations.

Section 26
Disqualification of Directors, Trustees, or Officers
A person is disqualified from being a director, trustee, or officer of any corporation if, within five (5) years prior
to their election or appointment, they have:
1. Been convicted by final judgment of:
• An offense punishable by imprisonment for more than 6 years.
• Violating the Revised Corporation Code.
• Violating Republic Act No. 8799 (the Securities Regulation Code).
2. Been found administratively liable for any offense involving fraudulent acts.
3. Been found by a foreign court or equivalent foreign regulatory authority for acts, violations, or
misconduct similar to the ones listed in paragraphs (a) and (b).

Additional Notes:
• This disqualification does not prevent other qualifications or disqualifications that may be imposed
by the Commission, the primary regulatory agency, or the Philippine Competition Commission. These may be
part of efforts to promote good corporate governance or as sanctions in administrative proceedings.

This ensures that individuals with serious legal or ethical issues are kept out of leadership roles, promoting
accountability and ethical business practices.

Section 27
Removal of Directors or Trustees
Under Section 27 of the Corporation Code, directors or trustees of a corporation can be removed from office
under the following conditions:
1. Vote of Stockholders or Members:
• In a stock corporation, removal requires a vote from stockholders holding at least two-thirds (2/3)
of the outstanding capital stock.
• In a nonstock corporation, removal requires a vote of at least two-thirds (2/3) of the members
entitled to vote.
2. Meeting Requirement:
• Removal must happen at a regular meeting or a special meeting called specifically for this purpose.
• The stockholders or members must be notified in advance about the intention to propose the
removal at the meeting.
3. Calling the Special Meeting:
• A special meeting to remove a director or trustee can be called:
• By the secretary on the president’s order, or
• Upon written demand by stockholders representing at least a majority of the outstanding capital
stock (for stock corporations), or a majority of members (for nonstock corporations).
• If the secretary refuses to call the meeting, the stockholder or member who made the demand can
directly call for the meeting.
4. Notice of the Meeting:
• Notice of the meeting time and place, along with the intention to propose the removal, must be
provided by publication or written notice as specified in the Code.

5. Removal with or Without Cause:

• Directors or trustees can be removed with or without cause. However, removal without cause
cannot be used to deprive minority stockholders or members of their right to representation.
6. Commission’s Power:
• The Securities and Exchange Commission (SEC) can order the removal of a director or trustee if
they were disqualified but still elected, or if the disqualification arose after their election.
• The removal of a disqualified director is without prejudice to other sanctions against the board
members who failed to remove the disqualified director despite knowing about the disqualification.

This provision ensures that corporate governance remains transparent and that any wrongful appointments are
corrected in a timely and orderly manner.

Power to Remove Directors or Trustees

The power to remove directors or trustees lies with the stockholders or members of the corporation. Here’s how
this process works:
1. General Rule:
• Directors or trustees can be removed with or without cause. This means they can be removed for
specific reasons (e.g., poor performance, misconduct) or without a specific reason.
2. Exception:
• Removal without cause cannot be used to deprive minority stockholders or members of their right
to representation. Minority groups should still have a fair chance to be represented in the board.
3. Securities and Exchange Commission’s (SEC) Role:
• If a director or trustee is disqualified but still elected, the SEC can order their removal. This can
happen either on the SEC’s own initiative (motu proprio) or in response to a verified complaint.
• If the SEC determines the disqualification was discovered after the election, it may order the
removal.
• The SEC’s action is independent of any decisions made by stockholders or members and can
involve additional sanctions if the board failed to remove a disqualified director.

Requisites for Removal of Directors or Trustees:

1. Meeting Requirement:
• The removal must occur at a regular or special meeting that is duly called for this purpose.
2. Voting Requirement:
• Stockholders or members must vote to remove the director or trustee.
• In stock corporations, removal requires the vote of stockholders holding at least two-thirds (2/3)
of the outstanding capital stock.
• In non-stock corporations, it requires the vote of at least two-thirds (2/3) of the members entitled
to vote.
3. Notice Requirement:
• Notice of the meeting and the intention to propose the removal must be given to the stockholders
or members before the meeting.
4. Calling the Special Meeting:
• A special meeting to remove a director or trustee must be called by:
• The secretary (on the president’s order), or
• Upon a written demand from stockholders holding at least a majority of the outstanding capital
stock or from a majority of the members entitled to vote.
• If the secretary refuses or fails to call the meeting, the stockholder or member making the demand
can directly call the meeting.

These rules ensure that the removal process is transparent, fair, and based on the collective decision of those with
ownership and membership in the corporation.

Section 28
This section explains what happens when there’s an empty seat on the board of directors or trustees in a company.
Here’s a simpler breakdown:
1. Filling a vacancy (general rule):

• If a board member leaves (but not because their term ended or they were removed), the remaining
board members can choose someone to replace them if they still have enough members to meet (a quorum).
• If they don’t have enough members, the shareholders or members of the organization must elect
someone in a meeting.
2. If a term ends:
• When a board member’s term finishes, an election must be held on or before the day their term
ends, in a meeting planned for this.
3. If someone is removed:
• If a board member is removed, their replacement can be elected on the same day, as long as this is
mentioned in the meeting’s agenda and notice.
4. Time limits:
• If the vacancy happens for any other reason, an election to fill the seat must happen within 45 days.
5. Replacement term:
• The person chosen to fill the vacancy will only serve for the remaining time left in the previous
board member’s term.
6. Emergency situations:
• If there aren’t enough board members left to form a quorum and there’s an urgent need to act (to
prevent serious damage to the company), the remaining members can temporarily appoint someone from the
company’s officers.
• This temporary appointment ends once the emergency is over or a proper replacement is elected.
• The company must inform the regulatory commission within 3 days about the emergency and why
they made the temporary appointment.
7. Adding new board seats:
• If the company decides to increase the number of board members, new members can only be
elected during a proper meeting of shareholders or members.

Finally, all elections to fill these vacancies must follow the rules outlined in Sections 23 and 25 of the Code.

Section 29
This section explains the rules about paying directors or trustees in a corporation. Here’s a simpler explanation:
1. No automatic salary:
• Directors or trustees are not paid a salary for their role unless the company’s bylaws say otherwise.
However, they can receive small payments, called per diems, for attending meetings.
2. Approval for compensation:
• If shareholders or members (owning more than half of the company) want to pay directors or
trustees more than just per diems, they must approve it during a regular or special meeting.
3. Limit on payment:
• The total yearly payment for all directors cannot be more than 10% of the company’s net income
before taxes from the previous year.
4. Conflict of interest:
• Directors or trustees cannot decide or vote on how much they should be paid.
5. For public-interest corporations:
• Companies serving the public (e.g., banks, utilities) must provide an annual report to shareholders
and the government, showing the total pay of each director or trustee.

Note: These rules do not apply to corporate officers (like the CEO or CFO) unless they are also directors. Their
salaries are determined separately.

Section 30
This section explains the responsibilities and liabilities of directors, trustees, or officers in a corporation. Here’s
a simplified version:
1. When directors or trustees are liable:
• They are personally responsible for damages if they:
• Approve or agree to clearly illegal actions by the corporation.
• Show gross negligence (extreme carelessness) or act in bad faith when managing the corporation.
• Put their personal interests ahead of the corporation’s interests, causing harm.

2. Conflicts of interest:
• Directors, trustees, or officers must not use their position to gain personal benefits or profits that
go against the corporation’s interests.
• If they do, they will be treated as if they are managing those profits on behalf of the corporation.
This means:
• They must return any profits they earned from the conflict of interest.
• They will be held accountable for harming the corporation or breaking its trust.

Essentially, this section ensures directors, trustees, and officers act in the best interest of the corporation and
remain accountable for their actions. If they break this trust, they must compensate the corporation and those
affected.

The Doctrine of Corporate Opportunity is a legal principle designed to prevent corporate directors, trustees, or
officers from taking advantage of business opportunities that belong to the corporation. Here’s a simplified
explanation:
1. What the doctrine means:
• If a business opportunity arises that should benefit the corporation, directors or officers cannot
seize it for themselves. They have a duty to act in the corporation’s best interest, not their own.
2. Liability under the doctrine:
• Directors or officers who violate this duty, act dishonestly, or use the corporation’s opportunities
for personal gain are personally liable for any damage caused to the corporation, its shareholders, or others.
3. Key terms explained:
• Bad faith:
• Goes beyond simple mistakes or poor decisions.
• It means intentionally ignoring a known duty or acting with dishonest motives, such as fraud or
self-interest.
• It involves a willful breach of trust or failure to fulfill clear obligations.
• Gross negligence:
• This is extreme carelessness—showing no effort to act responsibly or consider the consequences
of one’s actions.
• It means failing to show even the slightest care or caution, which leads to harm.

In short, this rule ensures that corporate leaders act responsibly and prioritize the corporation’s interests. If they
act dishonestly (bad faith) or recklessly (gross negligence), they can be held accountable for any harm caused.

Section 31
This section outlines the rules for contracts between a corporation and its directors, trustees, officers, or their
close relatives. Such contracts are considered voidable unless specific conditions are met. Here’s a simplified
explanation:

When is the contract valid?

The contract is valid if all the following conditions are met:
1. Quorum without their presence:
• The director or trustee involved in the contract wasn’t needed to meet the quorum (minimum
number of people) required for the board meeting.
2. Approval without their vote:
• Their vote wasn’t necessary for the board to approve the contract.
3. Fair and reasonable:
• The contract is fair and reasonable under the circumstances.
4. For public-interest corporations:
• If the corporation serves the public (e.g., banks, utilities), the contract must be approved by:
• At least two-thirds (2/3) of all board members.
• A majority of independent directors (directors with no personal ties to the corporation).
5. For contracts with officers:
• If the contract involves an officer (not a director or trustee), the board must have approved the
contract beforehand.

What if these conditions aren’t met?

If any of the first three conditions aren’t satisfied, the contract can still be made valid if:
1. Stockholders approve:
• At least two-thirds (2/3) of the stockholders or members ratify (approve) the contract during a
meeting.
2. Full disclosure:
• The director or trustee must fully disclose their interest in the contract during the meeting.
3. Fairness:
• Even with approval, the contract must still be fair and reasonable under the circumstances.

Purpose of these rules

These rules are in place to ensure that contracts involving directors, trustees, or officers are transparent, avoid
conflicts of interest, and prioritize the corporation’s interests. If these conditions aren’t met, the corporation has
the right to void the contract.

Section 32
This section deals with contracts between two or more corporations that have interlocking directors (i.e., the same
individuals serve as directors in multiple corporations). Here’s a simpler explanation:

General Rule:
• Such contracts are not automatically invalid just because the corporations share common directors,
as long as:
1. There’s no fraud involved.
2. The contract is fair and reasonable under the circumstances.

Special Condition for Substantial Interest:

• If a director has a substantial interest in one corporation (i.e., they own more than 20% of its shares)
but only a nominal interest in the other corporation(s), then the contract will be subject to the rules in the previous
section (Sec. 31), which deals with conflicts of interest. Specifically, the contract must meet these conditions:
• It must be approved by the board (without the director’s vote).
• Full disclosure of the director’s interest must be made.
• The contract must be fair and reasonable.

Key Point on Substantial Interest:

• A stockholding over 20% of the corporation’s capital stock is considered a substantial interest. If
the director has this level of interest in one corporation, special rules for conflict of interest will apply.

In summary, contracts between corporations with interlocking directors are generally allowed, but if a director
holds a significant stake in one of the corporations, the contract must be fair, reasonable, and properly disclosed.

Section 33
This section addresses the issue of disloyalty of a director, specifically when a director uses their position to gain
a business opportunity that should have gone to the corporation. Here’s a simpler breakdown:

When is a director disloyal?

• A director is considered disloyal if they take a business opportunity that belongs to the corporation
and use it to make a profit at the corporation’s expense.

What happens if the director profits from this?

• If a director makes a profit from this type of opportunity, they must refund the profits to the
corporation.
• This rule applies even if the director used their own money to pursue the business opportunity.
The key point is that the opportunity should have been available to the corporation, not to the director personally.

Can the stockholders approve this?

• The director’s action can be ratified (approved) by the stockholders if at least two-thirds (2/3) of
the outstanding capital stock votes to approve it.

• If the stockholders approve it, the director will not be required to return the profits.

Doctrine of Corporate Opportunity

• This is based on the Doctrine of Corporate Opportunity, which says that if a director gains an
opportunity that rightfully belongs to the corporation, they must either give it back to the corporation or account
for any profits made from it.
• The director cannot keep the profits unless the stockholders approve of it.

Summary
In short, if a director takes an opportunity meant for the corporation and profits from it, they must return those
profits unless the action is ratified by the stockholders. The rule applies even if the director used their own money
for the venture, as long as the opportunity was intended for the corporation.

Section 34
Executive, Management, and Other Special Committees
1. Executive Committee:
• What it is: A group of at least three directors chosen by the board of directors. This committee
handles specific tasks that the board gives them permission to do.
• What they can do: They can make decisions on matters that the board allows them to handle.
• What they cannot do: There are some things they cannot decide on, such as:
• Approving actions that need shareholder approval.
• Filling in any vacancies in the board.
• Changing the corporation’s rules (bylaws).
• Changing decisions made by the board that cannot be undone.
• Deciding how to distribute dividends to shareholders.
2. Special Committees:
• What they are: These are committees created by the board to handle certain tasks or projects. They
can be temporary or permanent.
• What they do: The board decides what the committee is responsible for and gives them specific
tasks to complete.

Summary:
• Executive committees help with specific tasks but can’t make important decisions that affect the
whole company or its shareholders.
• Special committees are created for specific purposes, and their roles are set by the board.

The quorum required for the executive committee is that a majority vote of all its members is needed to make
decisions. This means more than half of the committee members must agree on a matter within the board’s
authority before the committee can take action. However, the committee’s decisions cannot involve certain
matters that require full board approval, such as approving shareholder actions or distributing dividends.

LAW - TITLE IV
(Sections 35 - 34)

A corporation can only exercise the powers granted to it by the Corporation Code and those that are implied or
incidental to its existence. These powers are generally carried out through its board of directors, officers, or agents
who are authorized to act on the corporation’s behalf.

For example, the corporation has the power to sue and be sued in court, but this power is managed by the board
of directors, which exercises the corporation’s authority. On the other hand, actions such as signing documents
or carrying out physical tasks must be done by individuals (like officers or agents) who are specifically authorized
by the corporation’s by-laws or by a direct decision of the board.

Essentially, the corporation’s activities are directed by its board and executed by individuals they authorize.
However, certain actions require the approval of the stockholders based on the Corporation Code.

Section 35
Understanding the General Powers and Capacity of a Corporation
A corporation is given specific powers by law so that it can operate effectively and fulfill its purposes. These
powers are exercised through its board of directors, officers, or authorized agents.

General Powers of a Corporation

1. To sue and be sued
• A corporation can file lawsuits in its name or be sued by others.
2. Perpetual existence
• A corporation continues to exist unless its certificate of incorporation states a specific time limit
or it is dissolved.
3. Corporate seal
• It can create and use an official stamp or seal.
4. Amend articles of incorporation
• The corporation can modify its founding document (articles of incorporation) as allowed by law.
5. Adopt bylaws
• The corporation can establish internal rules (bylaws) and revise them as needed.
6. Issue stocks (for stock corporations)
• A stock corporation can sell shares to investors or issue treasury stocks (previously issued shares
that were bought back).
7. Deal with property
• The corporation can buy, sell, lease, mortgage, or otherwise handle property necessary for its
business.
8. Enter into partnerships or mergers
• It can collaborate with other entities, including entering partnerships, joint ventures, mergers, or
consolidations.
9. Make donations
• The corporation can donate to public welfare causes, but foreign corporations cannot donate to
political parties or candidates.
10. Establish benefit plans
• It can set up pension, retirement, and similar plans for its employees and officers.
11. Exercise essential powers
• It has the authority to perform actions necessary to achieve its purposes, as stated in its articles of
incorporation.

Power to Sue and Derivative Suits

• The corporation’s board of directors usually decides whether the corporation should file a lawsuit.
• However, if directors or officers commit fraud or wrongdoing, stockholders can file a derivative
suit on behalf of the corporation.
• In a derivative suit:
• The corporation is the actual party affected.
• The stockholder is only a representative ensuring justice is served.

Key Notes
1. Corporations can exist indefinitely unless their articles state otherwise.
2. Corporations may form partnerships, joint ventures, or mergers to grow their business.
3. Foreign corporations are prohibited from making political donations, but domestic corporations
have no such restriction.

This set of powers ensures that corporations have the flexibility to operate, grow, and protect their rights.

Section 36
Power to Extend or Shorten Corporate Term
A corporation’s term refers to the length of time it is legally allowed to exist. Under Section 36, corporations can
extend or shorten this term, but there are specific steps and requirements they must follow:

Steps to Extend or Shorten Corporate Term

1. Approval by the Board of Directors or Trustees
• The majority of the board must agree to the proposed extension or shortening of the term.
2. Ratification by Stockholders or Members
• The proposal must then be approved by stockholders or members owning at least two-thirds (2/3)
of the corporation’s outstanding capital stock (for stock corporations) or two-thirds of the members (for nonstock
corporations).
3. Written Notice
• All stockholders or members must be informed in advance of the meeting where the decision will
be made.
• The notice must include:
• The proposed action (extension or shortening).
• The time and place of the meeting.
• Notice can be delivered:
• Personally.
• By mail (with postage prepaid).
• Electronically, if allowed by the bylaws or with the stockholder’s consent, following the rules of
the SEC.
4. Dissenting Stockholder Rights
• If a stockholder disagrees with the extension of the term, they can exercise their right of appraisal,
meaning they can demand that the corporation buy back their shares at a fair value.

Key Points to Remember

• Extending the term allows the corporation to continue operations beyond its original lifespan stated
in its articles of incorporation.
• Shortening the term means the corporation will dissolve earlier than originally planned.
• Proper notice and approval from both the board and stockholders/members are essential.
• Dissenting stockholders have the right to fair compensation if they oppose an extension.

This process ensures transparency and fairness, giving both the corporation and its stockholders a say in such
significant changes.

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