Atty. Maria Zarah Villanueva-Castro specific law? Aabot sa articles of 3B SY 2021-2022 incorporation pag specific law. Uniformity rule under the February 23, 2022 Constitution. 19. Requirements so that Congress can 1. How do we differentiate public be justified in the enactment of a corporations from private special law? Test of economic corporations? viability, for the common good, and 2. Any specific difference as to nature? owned by the government. 3. How will you define a private 20. What do you understand by corporation? economic viability? It can survive in 4. What are the attributes of a private the market place because it can corporation? generate REVENUE. 5. Is it a person? 21. What is limited capacity? 6. What is the implication of the 22. How do we classify private corporation’s separate personality? corporations? Stock v. Non-stock. In 7. What is the legal proceeding in the matter of distribution of claims? Party in interest is still the dividends. corporation. 23. How do we classify in terms of place 8. As a juridical person and entity for of incorporation? purposes of contract, if there is a 24. Classification in terms of status? case involving a contract that affects 25. For an entity to be a de jure the corporation, can the corporation corporation, should it be able to as a legal entity claim damages? obtain a certificate of incorporation 9. Attorney’s fees? Yes. in the SEC? De jure de facto should 10. Instances of moral damages? have certificate of incorporation. 11. Is there an exception to this case? 26. What’s the point of differentiating de 12. Criminal action. What is the possible facto from de jure? No difference legal action in a criminal case? from a voidable contract. Valid until Officers can be held liable. the State says so. 13. For tortious acts? Can they be held liable? (Note: Acts of agent) February 28, 2021 14. What are the possible areas of abuse in the separate personality rule? 1. Who can challenge the status of a Corporate veil. What is abused is the corporation? lack of physical existence. 2. What is a corporation by estoppel? 15. What is the rule on succession? 3. What is the challenge of the lender if Licenses will not be disturbed despite you dealt with an entity that does not change of membership. exist? 16. Corporations are created by 4. Where will you give the summons? operation of law. Elaborate. 5. If there is no corporation, who will 17. Rules in making corporations you sue? General partners. elaborated in the Constitution?
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6. Can they use separate personality as dispense with impleading the party if a defense? No. it anticipated the acts (anticipated 7. Is the liability limited to the amount itself to be a part of the fraudulent contributed by the partner? No. act). Due process will not be an issue. Limited liability rule will not hold. 25. Can the sheriff decide if the 8. Summarize the benefits of doctrine corporate will be pierced? President of corporate entity. was not served summons so the 9. Are corporations also entitled to the decision is not res judicata as far as protection afforded by the he is concerned. Constitution to due process? (eg, expropriation proceedings) March 2, 2022 10. Taking of life? To what extent will due process apply? Revalida of Module 1 cases. 11. Protection against unreasonable search and seizure? March 7, 2022 12. Freedom to travel? 13. Guarantee against self- Classes of Corporation incrimination? 1. Ordinary v. OPC 14. Impact if the right against self- 2. Stock v. Non-stock incrimination is available to 3. Domestic v. Foreign corporations? 4. De jure v. de facto 15. What is the doctrine of piercing the veil of corporate fiction? De facto existence requires certificate of 16. Is it always the stockholders? incorporation: essential to the existence of a 17. Does piercing require judgment from de facto corporation. An organization not the court? registered with SEC is not even a corporation 18. Consequences? Damages because de facto. there is no due process. 19. What did the court achieve? Corporation by estoppel: There is really no 20. Are these entities dissolved because entity here. This is just an assumed of the court’s decision to pierce the corporation. May mga pretenders (lol inulit personality? No. ni mam yung joke). What is the solution we 21. Can they continue doing business? have under the RCC? The solution is you sue Yes. the pretenders. You sue those who led you 22. Another worker filed a case against X. to believe that there was a corporation. They Will Y be automatically impleaded? are liable as general partners. They can be No. sued beyond their capacities in the 23. Were they not merged or corporation. consolidated because of the record of piercing? No. 5. Open v. Close 24. Should the person also be impleaded 6. Parent, subsidiary, and affiliate in the complaint? Yes, but a guilty corporation who did the fraudulent Maricalum case act may also be included. Court may
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-parent company-organized to own a a. Direct and Indirect Interest- substantial portion of another company’s determines the actual Filipino voting shares of stock enough to control or ownership and control by influence the latter’s management, policies, tracing both the direct and or affairs trhu election of the latter’s board indirect shareholdings in the of directors (reinvesting/trading insecurities) corporation which is subject -keywords that you should never forget are to the nationality rule investing and control Purpose: to look into the Lim Tong Lim v. Philippine Fishing Gear citizenship -Corporation by estoppel -hold the three personally, jointly, and Thus, to arrive at the actual severally liable for the claim of the Filipino ownership and respondent on the basis of the corporation control, both the direct and by estoppel indirct shareholdings in the -benefitted-knowing it to be without valid corporation are determined. existence, accountable as general partners -apply to the facts of the case! X Inc à Y Inc (69%) à Foreign (53%) – 53x69=37% Purificacion case FIL individuals (31%)à -peach sisters of laguna Filipino (47%) à 47x69=32% Filipino=63% Nationality of Corporations 1. Place of incorporation test-state When resorted to: There where the corporation is exists a doubt in the 60-40 incorporated is determinative of the ownership of the corporation’s citizenship corporation. It is only when 2. Control test-percentage of Filipino the control test is first ownership is at least 60% complied with that the (Gamboa/Herbosa rulings-voting grandfather rule may be shares/beneficial owner) applied. If the subject 3. Grandfather rule (Narra Nickel case)- corporation’s Filipino equity percentage of Filipino equity falls below the threshold engaged in nationalized/partly 60%, the corporation is nationalized areas of activities immediately provided for under the Constitution and other nationalization laws is Dummy Status: computed in cases where corporate 1) Funding shareholders are present, by 2) Support for technology is attributing the nationality of the funded by foreign second of even subsequent tier of investors ownership to determine the 3) Foreign investors manage nationality of the corporate the company and prepare shareholder.
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all economic viability 7. What is the doctrine of secondary studies meaning? Herbosa case: 8. Steps in changing the corporate Gamboa decision, dispositive portion reads name? “Capital” shares that are entitled to vote in 9. How do you proceed with amending the election of the directors. In the present the corporate name? Company name case, it refers only to common shares and is imbued with public interest. (eg. not to the outstanding total capital stock. Zuellig case. Filed a case to terminate SEC was directed to apply the meaning of the contract because of the change ‘capital’ to the case by the constitution. of name.) “Ang basic naman niyan. Hindi siguro SEC-MC No. 8, Section 2: nagcorpo yung lawyer ng Zuellig.” - All covered corporations shall observe the Mama Z constitutional and statutory ownership 10. Purpose clause of AOI? requirement. Total number of voting and 11. Should it be distinguished? No. Basta outstanding shares, b is combination of nature of the corporation is not voting and non-voting shares if there are contradicted. non-voting shares. 12. What is the rule on principal’s office?
Voting Control Test March 14, 2022
March 9, 2022 1. Why is the purpose important?
2. What’s the risk or the exposure of the 1. Setting up of a company. Private corporation here? Revocation of corporation highly appreciated by franchise. businessman. Client setting up IT 3. What is the existence of the company. What are the articles of corporation? incorporation? 4. What about old corporations? 2. What is included in the AOI? 5. How much time is allowed for 3. What are the limitations in the companies with a specific term to selection of your corporate name? notify the SEC? 2 years to notify but 4. What are the possible problems that this has already expired last February companies will encounter if they will 23, 2021. use the same company name? 6. Do you still need to amend AOI to 5. How valuable is the corporate name? reflect perpetual existence? The name should be distinguishable 7. Allowed to extend? from another corporation. 8. What will justify early extension for 6. The name that was adopted has term? generic or descriptive or 9. What is the remedy if you have to geographical terminology. Is this incorporate again? prohibited under the RCC? No 10. Within what time can revival be monopoly of words that are generic, done? Wala sa law hahaha. Indefinite descriptive, or geographic in period to revive. Mam thinks that at character like Batangas.
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some point it should stop, or at the 31. Other matters? Stockholders with very least, 3 year period (to windup). voting rights. 11. Who are incorporators? 32. Shares with par and no par value? 12. Once you are an incorporator, you 33. With par value. What is the basis of will always be an incorporator? computation of what you will Established fact which cannot be contribute to the corporation’s changed. capital? 13. Is there a minimum count of 34. What is the materiality of the par incorporators? value ascribed to these shares? 10 14. If you intend to become an pesos depending on the number of incorporator, do you need to have shares shares in the company that you will 35. Higher than 10? Yes. Fixed to sa incorporate as a stock corporation in articles. Market price. 15 pesos. its capital? 1 share of capital stock. Would it be alright for X to subscribe 15. Capital stock? at 15 pesos per share? 16. No money in bank? Papasa? Yes. 36. Can you legally subscribe at 15 pesos 17. 2 months no money in bank. Can corp per share? Yes, for the shares that still be a juridical entity? are worth 10 peso par value. 18. Initial capital is needed for 37. 10 peso? Minimum subscription corporations to be registered with price (floor price). If lower, violation the SEC, exceptions? Special laws. of RCC. (watered shares->clear 19. What do you mean by authorized violation of RCC and those people capital stock? who allowed it are accountable 20. Kailangan ba magbigay na ng 1M for under the law). this company? Law has dispensed 38. No par value shares? Shares which do with subscription requirement. not have nominal value. (no specific 21. What part of the capital is the paid up amount). portion? 39. How will I know price of the shares 22. Kinds of shares? that I intend to subscribe? 23. Silent as to voting right? Equality of 40. Companies not allowed no par value? shares. 41. What are founder’s shares? 24. Preferred and redeemable shares? 42. Is this privilege automatic? 25. Usual downside of preferred shares? 43. Even common shares which are 26. Does this automatically suggest that usually voting, cannot vote as well? they are non-voting? Exclusive right to vote is extended or 27. Possible na isang class lang? Pero accorded. walang voting? Bawal na walang 44. Subject to anti-dummy law and other voting. pertinent laws. What do you mean by 28. Nonvoting? GR is cannot vote. this? 29. Specific corporate acts in which non- 45. How does this limitation work? voting shares can legally participate 46. You are an SEC lawyer. Pre-clears AOI or vote? Section 6. of prospective companies. What are 30. List exclusive? Yes. the possible defects of AOI that you
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may flag so as to justify denial or solution of the ROC so that the rejection? corporation could still avail or 47. When the corporation is issued a exercise these powers? Must certificate of incorporation, what is establish a board of directors or the legal implication of that? trustees so that they can exercise 48. Cannot just add any name? There these powers. should be AOI amendment. 2. What is the composition? 49. If I proceed without going through 3. What if you have a corporate the SEC process, is this legal? At stockholder, can you elect that as most, we can just consider this as your board member? No. branding. Stockholders corporations cannot sit 50. What do you mean by outstanding as members of the board. Only capital stock? natural persons can be elected as board members (can make decisions 2/3 should be with reference to for the corporation). OUTSTANDING SHARES. 4. All directors must be natural STOCKHOLDERS REPRESENTING 2/3 persons? Yes. OUTSTANDING SHARES. 5. Who has the power to choose those people? Stockholders themselves or 51. If the entity that will amend AOI is a members as the case may be. non-stock corporation? 2/3 of 6. Stockholders also have control over MEMBERS of CORP. the management or the company? 52. When is amendment considered 7. What are the other powers that are approved? entrusted to the board? 53. How much time is allowed for 8. What are the qualifications to be organization to commence itself and elected as board member? do its business? 9. Other qualifications? What about 54. What should be done for order of residency? delinquency to be lifted? There is a sole corporation. March 21, 2022 Provisions of the RCC that apply to corporate meetings may not find any First hour: Revalida practical sense here. There is a separate chapter for a one-person 1. A private corporation is a juridical corporation or a sole corporation. entity. Upon incorporation, SEC approving its juridical existence, it 10. Minimum count for trustees for one will now be allowed to exercise person corporation? 2 corporate powers and act as a body directors/trustees. politick so as to enable it to 11. What is an independent director? accomplish for the purpose that it 12. Purpose of having an independent was incorporated. There are certain director? acts that private corporations are 13. What are those companies that need allowed to carry out. What is the to have independent directors?
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14. What is the count of independent 15. Is this mandatory? Yes. directors or trustees that the law 16. Attendance in stock corporation. requires? 20% of the total number of Pwede be matuloy yung meeting directors. where election will be held even if 15. What is the degree of comfort that attendees are just Ms. Balisong and our law and jurisprudence accords to Mr. Arellano? yes. Presence of the business decisions made my the two will allow them to muster the board? required quorum or shares, they can 16. What is the business judgment rule? proceed with the meeting. Ang count 17. Who are disqualified from being po ng majority, presence, and vote, is elected as board member? not per person, it’s on a PER SHARE count. March 23, 2022 17. In non-stock, what does ‘majority of the members should be present’ 1. Who are those companies that are mean? It shall refer to the majority of required to have independent the non-stock corporation. directors? 18. How is it counted? Based on the 2. What are these specific companies? number of members (per tao). 3. What is the value to the corporation 19. How do we know how many of an independent director? directors/trustees are to be elected? 4. Possible ba that it’s the vote of the The number that is stated in the AOI. independent director that becomes 20. A,B,C,D,E,F,G are candidates. How the corporate act? many of them will be elected to the 5. Who are those disqualified to be part board? Only 5 will be elected to the of the board? board. 6. Irrespective of the conviction? Yes. 21. Who among the 7 will win? Top 5 of 7. Irrespective of the punishment? Yes. the most votes. 8. Even if the conviction happened 22. Is it necessary for a candidate to be outside the Philippines? Yes. elected that he will get the majority 9. Are these violations time-bound? vote? Yes. Requirement is most Yes, 5 years. number of votes, not 10. What is the reason that we have minimum/majority. these statutory disqualifications 23. Stock corporation. You are one of the under the law? Nature of duties and stockholders of X company and you responsibilities of the board of have a total of 10 voting shares. Can directors. you participate in election of board 11. How are board directors chosen? members. There are 5 directors to be 12. How do we call the board members elected. How many votes do you of a non-stock corporation? Board of have? Multiply shares by the number trustees (codal). of directors that you can elect. 13. How are they chosen? Members of 24. Shares is 3846 shares and there are the corp. 12 directors to be elected. 14. What is the process of selection? 25. Possible to give all of his 50 votes to Election. candidate E? Yes.
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26. Can he split this into 2 candidates? 2. Differences of views on board Yes. members, they vote on the matter. 27. Pwede bang 10 votes each for the So for purposes of meetings, first 5 candidates? Yes. required attendance is needed so the 28. Pwede bang lahat niya pagbigyan? board will be able to act accordingly? Yes. Only limitation of the law is total 3. What vote is needed to adopt a votes cast should not exceed the resolution? Majority. allowed number of votes. 4. How do we calculate the majority 29. What do you call this process? here? Majority of those present. Cumulative voting. This is a statutory (different to sa quorum) right. 5. How many of the 8 directors should 30. What are the 3 general powers of the vote so they can adopt a resolution to board? Control of properties and that effect? business; and exercise of corporate 6. Is there an exception which has a powers. different rule regarding votation? 31. What is the degree of authority Election of corporate officers (need accorded to the decisions made by majority). the board? They should always act as 7. Directors entitled to receive a collegial body. No one can act on its compensation? behalf because that is going to be 8. Why is there a reason if there is a ultra vires. prohibition against such? For them to 32. If the decision is unanimous, no issue. really work for the corporation, to But if divided on a particular subject, avoid abuse and enrich themselves how do we solve the division or by the corporate powers. deadlock on a case like this? Proceed 9. If compensation is the rule, what will with voting, resolution, then adopt. most likely happen to the grant of 33. What is the business judgment rule? compensation? Seek the position just 34. Exceptions to the business judgment for compensation. And they’re in a rule? Unless there is a breach of capacity to abuse this authority. They trust/disloyalty to the corporation. control the assets and properties of 35. How will he be able to win the case the corporation. here? Prove applicability of the 10. What are the cases when exception. compensation can be granted to the 36. The court acts as a collegial body. board? If it is in the by-laws and What is the required attendance in stockholders agree to give to them, board meetings? representing majority. 37. What is the prescribed quorum for 11. How is per diem different from board meeting purposes? reasonable compensation? 12. What is a reasonable compensation? March 28, 2022 13. How about determination of allowances? 1. Should the board act unanimously? 14. Limitation that 10% cap does not Not necessarily. apply to per diem? Directors shall not directly participate in determining
CORPO MAMA Z RECIT QS 21-22 | MMFN
the amount for both per diem and Revalida: Module 2 cases compensation. 15. Who will decide compensation of April 4, 2022 board members then? Stockholders who should decide the same. LECTURE AND REHASH!! Prudent for the corporation to just adopt internal rules. Instances of liability: 16. Who are the officers of the 1) Patently unlawful act corporation? 2) Gross negligence or bad faith 17. What is the qualification of the 3) Conflict of interest president? 4) Watered stocks 18. No residency and citizenship rule? 5) Stipulation-solidarily liable No. 6) Law 19. What about the corporate secretary? Both resident and citizen. Basic requirements: 20. Does she need to be a lawyer? 1) Must be alleged in the complaint that 21. When is a compliance officer he assented to such appointed? 2) Proof of bad faith 22. What is the requirement for treasurer? Stockholders? Board? No. Liability for dismissal 23. Who has the power to remove Lim-owns lamber brokers corporate officers? 24. Are non-voting officers allowed to Malice or bad faith as corporate office was participate? not sufficiently proven to justify a ruling to 25. Is there need to establish justifiable hold him solidarily liable with the ground? corporation. 26. Between board and officers, whose decisions bind the corporation? Hauling business (DMI case) 27. Who do we regard as corporate acts? 28. What is the difference between April 6, 2022 (NO CLASS!!) officers and board members? 29. Exception to the board resolution April 11, 2022 rule when it can be dispensed with? Doctrine of apparent authority. 1. What is a subscription contract? 30. Upon which principle does this 2. Can it be entered into before operate? Estoppel. incorporation? 31. What is the legal implication if there 3. What kind of stock? Unissued. is estoppel? 4. Define unissued stock. 32. What cases are directors/trustees 5. Section 60-who are we dealing with personally liable? when it is pre-incorporation? 6. Consideration for stocks (61) OMFG nagrevalida na si mam. Study the rule on reclassification. March 30, 2022
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April 20, 2022 collateral (unlike car, land). Maraming variables ang shares. 1. Explain the doctrine of indivisibility of Volatile ang pricing. subscription agreement. 14. What are the procedural 2. Payment in installments? Allowed. requirements that we need to satisfy 3. Are you allowed a grace period? Yes. so as to render the delinquency sale Provided that it is in a subscription legal and valid? agreement. 15. what happens during a delinquency 4. Select subscribers? NO, IT SHOULD sale? be all. 16. To whom will the shares be 5. Is the corporation allowed to impose awarded? Lower count of shares. interest or charge interest? 17. What is the next step that he could 6. Duty to pay interest should be expect from the corporation? specified where? Subscription 18. What is a stock certificate and what contract. are the formalities needed? 7. When is it going to be a delinquent 19. Is it a negotiable instrument? stock? 20. What is a negotiable instrument? 8. Difference between due and Section 1, NIL. In a stock certificate, demandable and delinquent stock. there is no guaranty that your money 9. How did you apply the payment to will return to you. my shares? Payment would be 21. Can we say that in a way, it is prorated to the obligation. Yung 50K comparable to a negotiable payment mo, magiging prorated, instrument (stock certificate)? applied to across 1000 shares. Intangible property so best proof is a Deemed up to 50 pesos paid palang document. (note indivisibility of SC) 10. What do you think is the reason why May 11, 2022 our lawmakers to take the indivisibility route rather than by 1. As a stockholder or member of a simplifying the equation? Trust fund private corporation, you enjoy doctrine. certain statutory rights under the 11. Is this more beneficial to the RCC. What are these rights? corporation? 2. Common to both? Yes. 12. Is it easier to collect if indivisible? 3. Are there rights that are not common 13. What gives the corporation the right to these corporations? to do a delinquency sale of the very 4. Are there rights that are specific only shares? Why not collection or to stock or non-stock corporations? application of cash dividends? The Right to dividends. Not present in fact that the shares that were non-stock corporations. subscribed will also serve as security 5. How often is the stockholders’ for the payment of your subscription meeting? regular meetings held (collateral). Corporation also has a annually. Special meetings, statutory lien on the subscribed depending on the call of person stock. Ang shares kasi mahirap na authorized.
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6. When is notice of meeting supposed 30. Does Kelsey the 10-year old have to be sent? discretion? 7. What should be contained in the 31. Can you appoint a corporation as notice of meeting? your proxy? Yes 8. Can corporation change notice? 32. Can you designate a delinquent 9. Is notice something that can be stockholder as your proxy? Yes waived? 33. Can 1 person be appointed for a lot 10. If there is no one, remedy? of people as proxy? Yes 11. Still need notice? Yes. 34. What is duration of a proxy? 12. If the shares held by stockholder x 35. Is it revocable or irrevocable? If it is are all non-voting, still entitled to coupled with interest (consideration) notice of meeting? 36. Why are proxys as a rule revocable? 13. What should be presented to the 37. If you executed a proxy, are you still stockholders/members during the the stockholder of record after the actual meeting? Section 49 proxy execution? 14. Where is the proper venue of the 38. You can still be elected as director? shareholder’s meeting ? 39. Continue to get the dividends? 15. Who will precide during the 40. Continue to receive notice of stockholders/membership meeting? meeting? 16. Required attendance/quorum? 41. What is a voting trust agreement? 17. Can you change the quorum count? 42. Does the stockholder remain to be Greater (not lesser). shareholder of record? Stockholder 18. Does quorum include unissued needs to sacrifice title. shares? 43. Who is qualified to be elected to the 19. Are treasury shares outstanding board? Trustee, he is the one that shares? appears on record 20. What about delinquent shares? 44. Source? Stock and transfer book 21. What about unpaid shares? 45. Incumbent director. Effect of VTA to 22. What about shares of a deceased the position? Wala na siya stockholder? Yes, 46. Why would a stockholder do a voting administrator/executor trust agreement? Practicality, better 23. Effect of absence of quorum? No judgment force and effect. 47. Formalities that need to be followed 24. What about if he cannot attend so the VTA can be enforceable and physically? valid? 25. What is a proxy? 48. How do we differentiate VTA from 26. Instrument to be used? proxy? 27. Is there a deadline? 28. Can you appoint? May 16, 2022 29. Can you appoint someone who is not a stockholder as your proxy? Even if 1. Remedies that are available to the he is not part of your corporation? As corporation? Individual and long as he is of legal discretion? representative suit 2. Example of individual suit?
CORPO MAMA Z RECIT QS 21-22 | MMFN
3. What if 20 more shareholders were 12. What are inapplicable to non-stock similarly treated by Vaqui corporations? Right of appraisal, pre- corporation? Remedy applicable to emptive right them if minority shareholders? 13. What about VTA? Is this relevant to 4. What is an intracorporate suit? non-stock corporations? 5. Tests to determine intra suit? 14. Does this mean that non-stock 6. What if it’s between X stockholder corporations can no longer earn? and one of the board members of Yes, basta used for benevolent their corporation? Pwede ba siyang purpose pumasok sa relationship test? 15. Is this prohibition absolute? 7. Does it matter if the designated 16. What can we deduce from Section proxy is a stockholder? 139? Is it absolutely prohibited from 8. Issue between trustor and VTA? No, distributing or sharing the properties trust is governed by the civil code of the non-stock organization to its 9. What is a derivative suit? members? 10. Why is there a remedy like this? 17. Is it legally possible for non-stock -revalida of cases- corporations to be converted into stock corporations? May 23, 2022 18. What is the proper procedure? 19. What is the violated rule? Rule of 1. How do we differentiate non-stock distribution. from stock? 20. If you are the counsel of Vaqui 2. No violation on one purpose rule? foundation, what will you advise 3. In terms of voting, how do we them for proper conversion of non- differentiate? stock to stock? 4. Is it possible that some members 21. Why is there no violation of RCC if cannot vote? stock to non-stock? It will just 5. What is the policy on cumulative become donations voting? 22. What is a close corporation? 6. Proxy arrangement? 23. Those 3 restrictions must appear 7. Why this rule on proxy? (benevolent where? factor) 24. Usually, what entities are registered 8. Membership, how are they as close corporations? different? 25. What are the companies that are not 9. What about board members? Term allowed to register as close of office? Election of officers? corporations? Par 2, Sec 95, RCC 10. Is it possible for non-stock corp 26. 90%. Close corp? members to be liable for liabilities? 27. Who is in control in a close 11. What are the shareholders’ rights corporation? that are common to stockholders and 28. Even close corporations are required members of a non-stock to constitute a board. Can they opt to corporation? Right to meeting, right not constitute a board anymore? to vote
CORPO MAMA Z RECIT QS 21-22 | MMFN
“It’s not advisable to start relationships 40. What about liabilities? Who will be during the bar review preparations.” (Mam responsible for the debts and Zarah) HAHAHAH obligations of the church? Corp sole, not individual 29. Is there pre-emptive right in a close 41. What is the advantage? corporation? What is the difference? 42. What is an OPC? Where is it broader? 43. What is the risk involved if we are 30. Is there an appraisal right in a close flexible in allowing these businesses corporation? How do we compare? to register as OPC? 31. Ang close corporation ba may 44. What else can we offer to the sole officers din? Who elects the officers? owner? Business does not die 32. Can you elaborate on whose shares together with the owner are we talking about here, on the 45. Does the OPC have a president? restrictions? 46. What should be the name of the 33. Who is affected by these OPC? restrictions? Stockholder and transferee. May 25, 2022 34. How does the RCC manage the restriction in such a way that the -revalida of cases- corporation will not abuse this requirement? May 30, 2022 35. Mayroon bang safeguards under the RCC to ensure that the board will not 1. What is dissolution? abuse the rule on restriction? Not 2. What are the 2 types of dissolution? onerous than the right of first refusal. Distinguish. 3. What are the cases of voluntary “Pag magbabar kayo, ang baunan niyong dissolution? food is boiled eggs and saba. Malakas ang 4. Is there a difference in the katawan niyo, I’m telling you!” (Mam procedural requirements? Zarah) 5. Whose interest may be affected by the intended dissolution? 36. There’s this type of corporation that 6. What is the difference in summary if we call religious. It is categorized into creditors stand to be affected and if two: Sole and religious society. Can no creditors will be affected? you please distinguish the two? They 7. What happens to the stockholders share a common goal (embody after dissolution? religious objectives) 8. What happens to the debts of the 37. Who are those that can register as a corporation? religious sole corporation? 9. What happens to the employees? 38. Separate and distinct? No title to 10. What happens to the name of the own properties? No corp? 39. Pwede bang magkaroon ng sariling 11. What is the difference between properties yung archbishop nay an? voluntary and involuntary Yes, separate personalities dissolution?
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12. Procedural and substantive 29. Kung idedemanda si foreign requirements to be met? company nung kliyente, but no 13. What are some of the valid reasons license, can he be exempted? of a private corporation? 30. Legal requirements in registering 14. Upon dissolution of corp, there’s this under SEC? Section 142 period called winding up period. 31. What specific role ang resident What happens here? agent? 15. Can the corporation itself do the liquidation or winding up process? -revalida of cases- Yes, BOM can be trustees 16. So can board still adopt resolution June 8, 2022 allowing for the sale of assets? 17. What if there’s a need for a 1. Penalties corporation to file a collection case? 2. Can a third person be made Corp can still do so but limited accountable also? capacity. Corp loses this after 3-year 3. Jurisdiction of SEC prior to change? period 4. What RTC? Where principal office is 18. Who is a trustee? One who is located. conveyed with legal interest 5. What is an intracorporate dispute 19. Pag more than 3 years yung again? liquidation process, hindi na aabot si 6. How did the court apply this rule in corporation. So the solution is the case of Subic Bay? trusteeship. What if the corporation 7. What is the importance of is not inclined to appoint a trustee? registration? They can apply for receivership 8. What is the overriding policy of the 20. Is winding up necessary irrespective SRC? What does it cover? if the dissolution is involuntary or 9. Examples of equity type of voluntary? securities? 21. What is a foreign corporation? 10. Investment contract under the 22. When do you say that a foreign corp Howey test? is doing business in the Philippines? 11. What is a debt type of equity? Equity 23. Explain substance and continuity test is “speculative” because there is no 24. Under the FIA, what are the specific certainty that you will get a return of transactions that would partake investment. doing business? 12. How will you earn? Through interest. 25. What constitutes not doing business 13. Issuers are the ones that create the in FIA? securities. Kapag issuer, is it 26. What is the reason for the necessarily a corporation? No. But dismissable nature of the case? most are corporation? Pwede rin ba 27. Does this mean that the transaction ang government? Yes. or contract done in the PH is void? 14. Bakit iha nagiissue ng securities? Para 28. Absence of license will only affect saan? To fund/finance their project. what? Capacity to sue of the foreign 15. What do you need to file with SRC? corporation. Registration statement.
CORPO MAMA Z RECIT QS 21-22 | MMFN
16. What is prohibited? The public sale of 31. What could happen to the securities. application? It may reject, approve, 17. When do we say that the issuer is or revoke. going public with the offering? 32. There are provisions under the SRC 18. What are the activities where we that not only protects the investors could infer public offering of but also includes future investors, securities? but also existing investors, but 19. Is the rule on registration absolute? specific to shareholders. What is the No. There are exempt securities and tender offer process? transactions. 20. Cases of exempt securities? June 15, 2022 21. Is this list closed? No. Concept of securities continues to evolve. We -revalida of cases- allow SEC to decide on a case-to-case basis. 22. From the enumerated securities, what are their common denominators as to justify exemption from the tedious registration process? Public is still adequately protected. Least likely for fraud to occur. 23. What about exempt transactions? Common denominator this time is the character of offering and circumstance attendant to sale. 24. Judicial sale, why is this an exempt transaction? Directed by the court. The fact that the borrowed defaulted in payment of his debt so creditor is forced to go after the securities. 25. What about conversion of shares? 26. Pre-incorporation, why limited? 27. What are private placements and why is it exempt? 28. What about these qualified buyers such that registration becomes unnecessary? 29. Is this a closed list? No. 30. What is the safe thing to do if it is not defined? The safe thing to do is to inquire with the SEC for an advisory opinion.