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    Coblaw2 Notes 2nd Half

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    yve crimsworth
    1. There are three main types of corporations: public corporations which are political subdivisions like cities, private corporations created by general law, and government owned or controlled corporations which are hybrid entities. 2. Corporations can be classified as close corporations which have 20 or fewer stockholders, closely held corporations where at least 50% of shares are owned by 20 or fewer individuals, or corporations by estoppel where individuals pose as stockholders when they are not. 3. The key components of a corporation are incorporators who originally form it, corporators who compose it, a board of directors, and corporate officers. Formal documents include articles of incorporation and by-laws.

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    Coblaw2 Notes 2nd Half

    Uploaded by

    yve crimsworth
    17 views3 pages
    1. There are three main types of corporations: public corporations which are political subdivisions like cities, private corporations created by general law, and government owned or controlled corporations which are hybrid entities. 2. Corporations can be classified as close corporations which have 20 or fewer stockholders, closely held corporations where at least 50% of shares are owned by 20 or fewer individuals, or corporations by estoppel where individuals pose as stockholders when they are not. 3. The key components of a corporation are incorporators who originally form it, corporators who compose it, a board of directors, and corporate officers. Formal documents include articles of incorporation and by-laws.

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    partnership and corp law

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    coblaw2 notes 2nd half

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    1. There are three main types of corporations: public corporations which are political subdivisions like cities, private corporations created by general law, and government owned or controlled corporations which are hybrid entities. 2. Corporations can be classified as close corporations which have 20 or fewer stockholders, closely held corporations where at least 50% of shares are owned by 20 or fewer individuals, or corporations by estoppel where individuals pose as stockholders when they are not. 3. The key components of a corporation are incorporators who originally form it, corporators who compose it, a board of directors, and corporate officers. Formal documents include articles of incorporation and by-laws.

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    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    17 views3 pages

    Coblaw2 Notes 2nd Half

    Uploaded by

    yve crimsworth
    1. There are three main types of corporations: public corporations which are political subdivisions like cities, private corporations created by general law, and government owned or controlled corporations which are hybrid entities. 2. Corporations can be classified as close corporations which have 20 or fewer stockholders, closely held corporations where at least 50% of shares are owned by 20 or fewer individuals, or corporations by estoppel where individuals pose as stockholders when they are not. 3. The key components of a corporation are incorporators who originally form it, corporators who compose it, a board of directors, and corporate officers. Formal documents include articles of incorporation and by-laws.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 3

    PUBLIC CORPORATION CLASSIFICATIONS OF A CORPORATION

    - A political subdivision 1. Close Corporation


    - E.g. cities, barangays, provinces, - Not more than 20
    etc. stockholders
    - Charter - created thru the issuance - There are restrictions and
    of a law. limitations
    - Cannot be listed in the
    limited stock exchange
    GOVERNMENT OWNED OR - Limit the ownership (e.g.
    CONTROLLED CORPORATIONS family owned)
    - A hybrid of both.
    - For proprietary functions 2. Closely held Corporations
    - Private in nature but mostly owned - Wherein at least 50% of the
    by the state. capital stock of all classes
    - E.g. napocor, sss, pagibig, lbp. are owned by not more than
    20 individuals.
    PRIVATE CORPORATION
    - R.A no. 11262 (Sec 2 page 203) 3. Corporation by Estoppel
    - Can only be created by a general - Pose themselves as a
    law. stockholder even though
    - “Artificial being” created by they’re not
    operation of law - Liability to third persons are
    - A separate person with properties, as if they’re general partners
    rights, and obligations of its own.
    - It has the right of succession COMPONENTS OF A CORPORATION

    PAP - authorized by law 1. Incorporator


    - All of them are stockholders
    - Persons originally forming the
    EXPRESS Already provided and given
    by law: Articles of corporation
    Incorporation & by-laws. - Names signed in the AOI
    Requisite:
    IMPLIED Necessary to function a. Any person: natural or juridical
    b. 2 - 15 incorporators
    INHERENT inherent
    c. Of legal age
    d. Subscribe to atleast one share

    2. Corporators
    - Person composing the corporation
    - Stock : stockholders
    - Non-stock: members
    DOCTRINE OF PIERCING THE VEIL OF
    3. Board of Directors / Board of trustees CORPORATE FICTION
    - Serves as the governing body - To serve the ends of justice
    - Can extend term - Only happens when: perpetuate
    - At the first year of operation, initially, fraud, justify a wrong, defend a
    the board is composed of the crime and defeat public
    incorporators. conveniences.
    - Pierces the barrier separating the
    4. Corporate Officers separate personality of the
    - Positions stated in the Revised corporation and its shareholders
    Corporation Code, AOI and by-laws. - Duty of the court

    ARTICLES OF INCORPORATION GRANDFATHER RULE


    - Basic charter - Applies in nationalized industry
    Contains: - In order for a corporation to venture
    a. Name of the corporation in that industry, it must be at least
    b. Purpose 60% or fully owned by a filipino
    c. Address - The test for ultimate filipino
    d. Names of the incorporators ownership
    e. ACS - maximum no. of shares - Breaks down equity structure of the
    they’re allowed to issue shareholders of the corporation
    f. SCS - actually subscribed portion of - To determine if it is a philippine
    ACS national
    g. PC - portion of SCS that is actually
    paid. TRUST FUND
    - Subscribed capital of a corporation
    BY-LAWS - Used for payment of debts
    - Rule of conduct
    HOW TO BECOME A SHAREHOLDER?
    STOCK & TRANSFER BOOK 1. Subscription agreement
    - Shows the flow of stocks 2. Purchase from the corporation of
    treasury shares
    COVER SHEET 3. Acquiring the existing shares
    - Provided by the Securities and
    Exchange Commission
    VALID CONSIDERATION FOR SHARES WATERED STOCK
    1. Cash A situation:
    2. Property 1. Shares are issued without any
    3. Labor/services - future services not consideration
    valid 2. Below par value
    4. Previously incurred debt 3. In exchange of a property (below par
    5. Amounts transferred from value of the shares)
    unrestricted retained earnings 4. Insufficient retained earnings (stock
    (whenever stock dividends are dividend)
    issued) to stock capital
    6. Outstanding shares exchanged for Issuance liability for watered stock - the
    stocks - reclassification of shares director/shareholder who issued it would be
    SOLIDARILY LIABLE along with the buyer.
    REDEEMABLE SHARES
    - Issued by the corporation DIVIDEND
    - Corporation must be solvent - cash , property, stock contributed in
    - Once it is redeemed, then it is their equity shares
    retired. - Issued by the Board of the Directors
    EXCEPT: if stated in the AOI that it would *** sole discretion of the board
    be included in treasury shares
    EXCEPT: If surplus profit is more than 100%
    TREASURY SHARES paid up capital
    - Fully paid but subsequently
    reacquired by the corporation QUALIFICATIONS OF A
    through legal means DIRECTOR/TRUSTEE
    - Not retired shares 1. Legal age
    - Not included in the corporation’s 2. 1 share per member
    outstanding capital stock 3. Majority resident in PH (not
    - Not owned by another necessarily all of them)
    4. Should not be convicted by a crime
    PAR VALUE SHARE 6 years punishable
    - Has a specific monetary value fixed 5. Not violated the revised corporation
    in AOI code 5 years prior
    - Nominal amount 6. Others stated in by-laws
    - Minimum amount

    NO PAR VALUE
    - No face value
    - Banks, issuance and etc
    - Not less than 5 pesos
    - Cannot be issued as preferred
    shares

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