Corpo Notes Part 4
Corpo Notes Part 4
Corpo Notes Part 4
Notwithstanding the provisions of the (g) The time for holding the annual election of
preceding paragraph, bylaws maybe adopted directors or trustees and the mode or manner
and filed prior to incorporation; in such case, of giving notice thereof;
such bylaws shall be approved and signed by (h)The manner of election or appointment and
all incorporators and submitted to the the term of officers other than directors or
Commission, together with the articles of trustees;
incorporation.
(i) The penalties for violation of the bylaws;
In all cases, bylaws shall be effective only
upon the issuance by the Commission of a
(j) In the case of stock corporations, the Facts
manner of issuing stock certificates; and
Issue
(k) Such other matters as may be necessary for
the proper or convenient transaction of its Ruling
corporate affairs for the promotion of good
governance and anti-graft and corruption
measures. Stockholder of F. Guanzon vs. Register,
6 SCRA 373 (1962)
An arbitration agreement maybe provided in
the bylaws pursuant to Section 181 of this Facts
Code.
Issue
c. Amendments (sec 47)
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Section 47. Amendment to Bylaws. - A majority
of the board of directors or trustees, and the
owners of at least a majority of the outstanding Manila Gas vs. CIR, 62 PHIL 895 (1936)
capital stock, or at least a majority of the
Facts
members of a nonstock corporation, at a
regular or special meeting duly called for the Issue
purpose, may amend or repeal the bylaws or
adopt new bylaws. The owner of two-thirds Ruling
(2/3) of the outstanding capital stock or two-
third (2/3) of the members in a nonstock
corporation mat delegate to the board of Magsaysay-Labrador vs. CA, 180 SCRA
directors or trustees the power to amend or 266 (1989)
repeal the bylaws or adopt new bylaws:
Provided, That any power delegated to the Facts
board of directors or trustee to amend or
repeal the bylaws or adopt new bylaws shall be Issue
considered as revoke whenever stockholders
owning or representing a majority of the Ruling
outstanding capital stock or majority of the
members shall so vote at a regular or special
meeting. Good Earth vs. CA, 194 SCRA 544
(1991)
Whenever the bylaws are amended or new
bylaws are adopted, the corporation shall file Facts
with the Commission such amended or new
bylaws and, if applicable, the stockholders' or Issue
members' resolution authorizing the delegation
of the power to amend and/or adopt new Ruling
bylaws, duly certified under oath by the
corporate secretary and majority of the
2. Defective Incorporation
directors or trustees.
a. De jure
The amended or new bylaws shall only be b. De Facto (Section 19 of the RCC)
effective upon the issuance by the
Section 19. De facto Corporations. - The due
Commission of certification that the same is in
incorporation of any corporation claiming in
accordance with this Code and other relevant
good faith to be a corporation under this Code,
laws.
and its right to exercise corporate powers,
C. Recognition and Disregard of Corporateness shall not be required into collaterally in any
private suit to which such corporation may be
1. Separate Juridical Personality a party. Such inquiry may be made by the
Santos vs NLRC Solicitor General in a quo warranto proceeding.
i. Rationale for the doctrine Asia Banking vs. Standard Products, 46 PHIL
144 (1924)
Tayko vs. Capistrano, 53 PHIL 866 (1928)
Facts
Issue
Hall vs. Piccio, 86 PHIL 603 (1950)
Facts Ruling
Issue
Ruling
Albert vs. University Publishing, 13 SCRA 84
(1965)
Benguet Consolidated vs. Pineda, 98 PHIL 711 Facts
(1956)
Issue
Facts
Ruling
Issue
Ruling
Lim vs. Philippine Fishing Gear (G.R. No.
136448 [1999])
c. Corporation by estoppel (Section 20 Facts
of the RCC)
Issue
Section 20. Corporation by Estoppel. - All
persons who assume to act as a corporation
Ruling
knowing it to be without the authority to do so
shall be liable as general partners for all debts,
liabilities and damages incurred or arising as a
result thereof: Provided, however, That when 3. Piercing the veil of corporate fiction
any such ostensible corporation is sued on
any transaction entered by its as a corporation Umali vs. CA, 189 SCRA 529 (1990)
or on any tort committed by it as such, it shall Facts
not be allowed to use on any its lack of
corporate personality as a defense. Anyone Issue
who assumes an obligation to an ostensible
corporation as such cannot resist performance Ruling
thereof on the ground that there was in fact no
corporation.
i. Rationale for the Doctrine Koppel (Phil) vs. Yatco, 77 PHIL 496 (1946)
Facts
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Facts
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