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Partnership
1. Characteristics of a partnership: a. Consensual b. Onerous - cont contri ribu buti tion on of mone money, y, prop proper erty ty,, or indu indust stry ry common fund c. Nominate - Designated Name d. Preparatory - Its organization is followed by other contract carry out its purpose e. Principal - It can stand alone multilateral - or more persons f. Bilateral or multilateral g. Agency - each partner is an agent to partnership and to each oth
Legal persona persona . !rofe !rofessi ssiona onall partne partnersh rship ip has no legal legal person personali ality ty.. Legal means that a partnership can sue and be sued, enter into contracts, ac" property in its own name, can incur obligations. #. $ partnership can be a partner in another partnership or a stoc%holder corporation because it has a &uridical personality to enter into contracts
'. ()en if a partner transfers all interests to another, the transferee does become a partner unless all other partners consent. *his is based on prin princi cipl ple e of dele delect ctus us pers person onar arum um +pri +princ ncip iple le of mutu mutual al trus trustt condence.
. /imited partner would be liable as a general partner if he include surname in the partnership name and ta%es part in the control of busines
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Useful Not useful Cancel anytime. Special offer for. students: Only $4.99/month. partnership partnership, insanity of a general partner does not resu In a general the automatic dissolution of the partnership but only ser)es as a ground
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11. New creditor is deemed to ha)e %nowledge of the dissolution. 9e is therefore, protected by law. !artnership is not bound
1. $ partnership begins from the moment of eecution of the contract there can be stipulation otherwise.
1#. Contract of co-ownership - no intention of using the asset for busin purposes 1'. $ partnership cannot be formed for a charitable purpose
1. Corporation;s legal personality commences from the time it is issue certicate of incorporation by the <(C
10. Corporation;s nationality is determined by the nation;s whole laws which it was created. 1. Death of the president or chairman does not dissol)e the rm 12. !artner 12. artnershi ship p is go)er go)erned ned by the Civil Code of the Philippines corporation is under Corporation Code of the Philippines 15. Corporation can only be dissol)ed by the consent of the state
8. $ contract of partnership may be made in any form or manner ecept specic form is re"uired by law for its )alidity or enforceability
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. $ husband and wife cannot enter into a contract of uni)ersal partners because this has the e6ect of donation and there are prohibited from gi) donation to each other. *hey can enter into a particular partnership but to go)ern their property relations. relations.
0. *he liability of an industrial partner is always that of a general partner
. $ person may be a general partner and a limited partner in the sa partnership at the same time, pro)ided this fact is stated in the certicat a limited partnership
limite ted d part partne ner r cannot 2. $ limi cannot contr contribu ibute te ser)i ser)ices ces hence hence it is alw capitalist and a silent partner
5. $ capitalist partner will be obliged to sell his interest to the ot partners when in case of imminent loss of the business of the partnership refuses to gi)e additional contribution.
#8. Capitalist partner cannot engage in the same or similar business of rm unless permitted by all others
Capitalist st partner partner canno #1. Capitali cannott enga engage ge in any %ind of busi busine ness ss permitted permitted to do so. $ll his industry is supposed to be contributed to the
#. "ndustrial partner is eempted as to losses between partners bu liable to strangers but with right to be reimbursed from the capitalists.
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Special offer for#'. students: $4.99/month. If aOnly partner gi)es a receipt for the rm, it is the rm;s credit that
been collected. If it his own receipt, payment of the debtor will be pro-ra
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because partners ha)e access to the boo%s. 4ut if a partner is wrongf ecluded ecluded from the business, he can demand it at any a ny reasonable time
#5. #oint management arises when two or more partners are appoin managers with an agreement that one cannot act without the consent of others. *he appro)al of all the managers is necessary for the )alidity of o act.
$olidary ary manage manageme ment nt ta% '8. $olid ta%es plac place e when hen or more ore appo appo managers may separately eecute all acts of administration. 4ut if on them should oppose the acts of the others, the decision of the ma&ority s pre) pre)ail ail.. In case case of a tie, tie, the the matt matter er sh shal alll be deci decide ded d by the the cont cont partners.
'1. !articipation in the selection of the managing partner is held by law ta%ing part in the control of the business
'. >ene '. >enera rall or limi limite ted d part partne nerr partn partner ers s may may eerci ercise se some some righ rights ts a)ailable in the general partnership, if the same are gi)en and indicate the certicate such as the remaining general partners may continue business e)en upon death, retirement, ci)il interdiction of a general part or the limited partner to demand and recei)e property other than cas return return for his contribution
'#. If the rm upon dissolution is not sol)ent, a limited partner does en&oy the same preference as an outside creditor. ''. $ limi ''. limite ted d partn partner er who who is held held liabl liable e as a gene genera rall part partne nerr does does howe)er get the rights of the latter
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a partner in the court to dissol)e the rm
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Corporation
$ copy of the articles led which is returned with the certicat incorporation issued by the commission under its o?cial seal becomes corporate charter. 1.
2.
$ corporation created by special law has no articles of incorporation
$ corpor corporati ation on has the power of succes successio sion n by its corporat corporate e Character of a corporation is not necessarily determined determined by its name.
3.
*he purposes should be stated denitely. denitely. *he main purpose secondary purposes shall be distinguished from each other. @ain purp must be specied. Read Free Foron 30this Days Sign up to vote title $ non-stoc% corporation may not include a purpose which would chang Useful Not useful contradict its n Cancel anytime. 4.
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*he purposes, where there is more than one, must be capable of
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and records are ordinarily kept and its ocers usually meet for the purp of managi managing ng the aairs aairs and transa transacti cting ng the busine business ss of the corpor corpor
If the new address is located within the same city or municipality corporate document is re"uired to be led with the <(C ecept a no regarding the change of ad 10.
*he incorporating directors or trustees shall hold o?ce until successors are duly elected and "ualied. *hey are intended to hold o? for one year when the corporation is orga
11.
()ery director must ha)e at least one share of capital stoc% of corporation of which he is di
12.
If some or all of the shares are without par )alue, such fact shal stated in the a
13.
If the shares ha)e par )alue, the amount of the authorized cap stoc% in pesos is specied in the articles, but if they ha)e no par )alue amount of capital stoc% is specied in the articles which need only state number of shares into which said capital stoc% is di)ided. *he reason is the price of no-par )alue shares may )ary from time to time and there the total amount of the capital stoc% cannot be %nown until all the shares issued. 14.
Corporations which will engage in any business or acti)ity reser)ed Ailipino citizens shall pro)ide in their articles of incorporation the restric against the transfer of stoc% or interest which will reduce the ownershi Ailipino citizens to less than the re"uired percentage of the capital stoc% Read Free Foron 30this Days Sign up to vote title pro)ided by eisting Not useful Useful Cancel anytime. Special offer for16. students: Only $4.99/month. *he general amendment may also be e6ected by the Bwritten Bwritten asse ass of the stoc%holders representing # of the outstanding capital stoc% or 15.
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otherw otherwise ise,, deemed deemed dissol dissol)ed )ed.. If become becomes s contin continuou uously sly inoper inoperati ati)e )e year ears aft after its its orga organi niz zatio ation, n, tempo emporrari arily su susp spe ended nded or re)o
Ehen a change of name is appro)ed, a ppro)ed, it is re"uired that the commis must must iss issue ue an amende amended d certi certicat cate e of incor incorpor porati ation on under under the ame name. 21.
In the case of religious corporations, the code does not re"uire the to issue a certicate of incorporation. Arom Arom and after a fter the ling of articles, a rticles, chief archbishop shall become a corporation 22.
%e facto is the one that has not complied with all the re"uireme necessary to be a de &ure corporation but has complied su?ciently to accorded corporate status as against third parties although not against state 23.
$ corporation &y estoppel has no real eistence in law. It is nei de &ure nor a de facto corporation, but does a mere ction eist for particular case. It eists only between the persons who misrepresented t status a nd the parties who relied on the misrepresent
24.
@andatory pro)isions prescribe formalities for incorporation which designed to protect the p
25.
27.
$cts of stoc%holders are not binding on the corporation. $ corpora act only through the
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suc su ch
as ame amendm ndment ent of the art articl icl
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meeting or at a meeting improperly held is deemed valid or rati!
$ corp corpor orat atio ion n is epr epres essl sly y allo allowe wed d to ente enterr into into a manag managem em contract under which it delegates the management of its a6airs to ano corporation for a certain period of time. 4=D can also delegate its pow impliedly or epressly to other o?cers an d a
33.
34.
in
=ne disad)antage of corporation is that stoc%holders ha)e little ) the conduct of the bus
Fnde Fnderr the the doct doctri rine ne of pier pierci cing ng the the )eil )eil of corp corpor orat ate e enti entity ty corporation and the persons composing it will be treated as one and iden person person +insta +instance nces s such such as fraud, fraud, ta e)asi e)asion, on, and a)oidi a)oiding ng obliga obliga 35.
In a non-stoc% corporation, minimum members are and may be m than 1. Number of members must be multiple of . No part of income s be distributed as di)idends to mem
36.
Civil Corporation is one organiz (leemosynary ary organized ed for prot. prot. (leemosyn charitable 37.
38.
In clos close e corp corpor orat atio ion, n, stoc stoc%h %hol olde ders rs sh shal alll not not ece eceed ed )* per
A part partne ners rshi hip p can can &e a corp corpor orat ator or in a corp corpor orat atio ion n &u corporation cannot &e a partner in a partne
39.
40.
bu t
$ corporation can subscribe after another corporation7s incorpora not if made b
Master your semester with Scribd Read Free Foron 30this Days Sign up to vote title A corporation can &e a corporator &ut never an incorporato 41. & The New York Times Useful Not useful another corporation e+cept in rural &an, Special offer for students: Only $4.99/month. 42.
Cancel anytime.
$ mar married ried woma woman n can can be an inco incorp rpor orat ator or with with the the conse consent nt of
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egular meetings - it shall be held annually on a date ed in the laws or if not so ed, on any date in $pril of e)ery
46.
47.
!lace ace of meeti eeting ngs s must be hel held in the pri princi ncipal pal plac place e of corporation. $ny pro)ision changing such place is
48.
*he "uorum of board meetings shall be ma&ority of all members 4=D or board of tr
49.
()ery ()ery corpor corporati ation on must must ha)e ha)e at least least a 4=D, 4=D, !resi !residen dent, t, *reasu reasu
51.
$
president
must
be
a
d
52.
$ secr secret etar ary y must must be a resid esiden entt and and a citi citize zen n of the the !h !hil ilip ip
$ny or more positions may be held concurrently by the same per ecept a president and and secretary or treasu surrer at the same 53.
Cumulati)e )oting for one candidateGa stoc% cumula cumulates tesco conce ncentr ntrate ates s all his shares shares and gi)es gi)es one candid candidate ate as Read Free Foron 30this Days Sign up to vote title )otes )otes as the number of directors to be elected multiplied by the numbe Useful Not useful his s Cancel anytime. 55.
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60.
Corporation Law Notes by Aquino
3egular
of 26
meetings
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Government Accounting
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the
board
shall
be
held
m
62.
!lace
of
meetings
may
be
any
Directors or trustees are not allowed to )ote or attend by proy they do not recei)e compensation in the absence of any pro)ision in the laws ing their
63.
Jou Jou cannot be a director in or more corporations. =ne cannot ser) masters at the same 65.
66.
#
corporate
powers:
+1epress
+implied
+#
incid
@ost of the decision by ma&ority of the directors re"uire appro)a ratication by at least # outstanding capital stoc%. *his is true in cas an y amendment to articles of incorpo 67.
$ corporation engaged in transportation cannot engage in any o business alien to transpor
68.
Corporations engaged in agriculture are prohibited from ha)ing other interest in any other corporati ation engagi aging in agr agric 69.
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Special offer for188 students: Only $4.99/month. percent Ailipino-owned. Aor !ublic Ftility de)elopment and eploitatio
natural resource must be at least 08K Ailipino owned. Aor pawnshop, at
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Non-)oti Non-)oting ng shares: shares: +1 prefer preferred red + redeem redeemable able +# treasur treasury y. ne)ertheless ha)e two rights: $mendment of articles of incorporation adoption an d amendment of by 75.
76.
!referred
share
is
always
a
par-)alue
78.
or
Certicate of
79.
$ subscriber is entitled to all the rights of a fully paid stoc%holder fo long as he has not been declared delin
80.
81.
*ransferr *ransferror or
has
the
right
to
$fter incorporation, full payment is re"uired for purchasers to beco stoc%holders. 82.
!erso ersons ns con) con)ic icte ted d by nal nal &udg &udgme ment nt of an o6en o6ense se puni punisha shabl bl imprisonment for a period eceeding si years and guilty of )iolation Code within years prior to the date of election or appointment shal dis"ualied to be a director, trustee or
83.
Master your semester with Scribd Free Foron Days Sign up to vote title 3emo) emo)al al of dir directo ectors rs or trust trustee ees s may maRead y be with wi th30this or with withou out t ca 84. & The New York Times Useful minority Not useful 3emo)al without cause may not be used to depri)e stoc%holder Cancel anytime.
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purpose of cumulati)e )oting which is to allow minority stoc%holders to u
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Direct Directors ors are are liable liable to the corpor corporati ation, on, stoc%h stoc%hold older er or member member othe otherr per persons sons who su su6e 6err damag amage es. Natu Naturre of liab liabiility lity is so 88.
$ special meeting of the stoc%holders for the purpose of remo)a dir directo ectors rs or trus truste tees es must must be call called ed by the the secr secret etar ary y on orde orderr of president or on the written demand of the stoc%holders +only the ma&orit re"uired. In remo)al of directors, # is re" 89.
$ director can "uit any time but by reason of duciary nature of position they occupy, he cannot resign as part of a fraudulent schem pre&udice the corporation. 9e should repair and ma%e good such loss in c of loss of p 91.
Ehere a director accepts a position in which his dutie inco incomp mpat atib ible le with with thos those e as su such ch dir directo ector, r, it is pres presum umed ed that that he abandoned his o?ce as director 92.
94.
=nly the ma&ority is re"uired to authorize compensation of direct
Master your with toScribd $semester director is entitled be reimbursed for legitimate epenses 95. incur Read Free Foron 30this Days Sign up to vote title in behalf of the corpo & The New York Times Useful Not useful Cancel anytime.
Special offer for96. students: $4.99/month. $ Only pri)ate corporation is authorized to pro)ide in its by-laws for
compensation
of
directors
or
tru
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interloc%ing directors as long as there is no fraud and the contract is fair reasonable under circumstances. circumstances. 181. *he guilty director will only be eempted from liability to the corpora if his disloyal act is ratied by
18. *he eecu 18. eecuti) ti)e e commit committee tee must must be pro)i pro)ided ded for in the by-la by-laws ws composed of not less than # members of the board. *he committee may on sp spec eci ic c matte atters rs with within in the the comp compet eten ence ce of the the boar board, d, as may delegated to it by the board or in the by-laws ecept those to which only board duly called a nd assembled as such can act
18#. *he restri 18#. estricti ctions ons on the power power of the eecu eecuti) ti)e e commit committee tee may enlarged by the board to co)er other matters. *he eecuti)e committee m amend or repeal a ny resolution of the
18'. Committee cannot delegate its authority e)en to one of its memb since it can only bind the corpora oration through ma&o a&ority of
18. $ll 18. $ll memb member ers s of an eec eecut uti) i)e e comm commit itte tee e must must be dir directo ectors rs of corpo orporratio ation. n. 9owe) owe)e er if all all acts cts of the the comm commiittee ttee will be m recommendatory in nature and shall not be carried out without the forma the 4=D, some members may not be dire
180. Doctrine of limited capacityGonly those that are epress, implied incidental 18. Intra )iresGacted within the p
182. $ corporation may not engage in a business di6erent from that which it was created as a regular and a permanent part of its business. Read Free Foron 30this Days Sign up to vote title is especi especiall ally y true true in ban%ing ban%ing and insura insurance nce compani companies es organ organize ized d Useful Not useful special Cancel anytime.
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185. 18 5. *he use of corpor corporate ate seal in certi certica cates tes of stoc% stoc% must must be dee
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11#. Implied powers are those powers which are reasonably necessary eercise the epress powers and to accomplish or carry out the purposes which the corporation was fo 11'.$ corporation which has been dissol)ed after the epiration of the winding winding up period period ceases ceases to be de &ure &ure de facto and therefor therefore e it canno or be
11. $ corporation must be rst duly registered in accordance with law ha)e the power to 110. $ seal 110. seal is a de)i de)ice ce us used ed to iden identi tify fy or repla eplace ce the the sign signat atur ure e indi)idual or organization and to authenticate written ma
11. !urchasing or holding real and personal property, to adopt and us corp corpor orat ate e seal seal,, to cont contra ract ct and and ma%e a%e by-l by-law aws s are are inci incide dent ntal al po
112. $ corporation may not hold alienable lands of a public domain ece lease for a period not eceeding years, renewable for not more than years an d not to eceed 1,888 hectares in 115. Natu 115. Natura rall resou esourrces ces belo belong ng to the the stat state e and and cann cannot ot be alie alienat nat corpor corporati ations ons.. *heir *heir eplo eplorat ration ion and de)elo de)elopme pment nt and utiliz utilizati ation on sha under the full control a nd super)ision of the
18. If a corporation ac"uires shares or securities of other corporation an is done in pursuance of its purpose for which it was created, the appro)a the the stoc stoc%ho %hold lder ers s is not not need needed ed unle unless ss it is done done sole solely ly for for in)e in)est st
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Read Free Foron Days Sign up to vote title a stoc%h stoc%hold older er of 30 athis stoc% sto c% corpor cor por Useful Not useful Cancel anytime. Special offer for1. students: Only $4.99/month. 1 . (cess (c ess stoc% issued is )oid e)en in the hands of a bona-de bona -de purc for
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10. *he 10. *he )ote )ote of the the ma&o ma&ori rity ty of the the trust trustee ees s in o?ce o?ce will will be su su?c ?c authorization for the corporation to enter into any transaction because th are no members with )oting
1. $ny disposition which does not in)ol)e all or substantially all of corporate assets made in the ordinary course of business does not re" the the appr appro) o)al al of the the stoc stoc%ho %hold lder ers s and and woul would d not not enti entitl tle e any any disse disse stoc%holders to eercise eercise his appraisal right. It can only eercise eercise the same is on the sale of all or substantially all of the corporate assets as such wh woul would d rende enderr the the corp corpor orat atio ion n inca incapa pabl ble e of cont contin inui uing ng the the busi busine ne accomplishing the purpose for which it was incorporated.
12. *he ac"uisition of shares shall be for legitimate purposes, its capit not impaired, in good faith without pre&udice to the rights of the stoc%hold and creditors and that there is an unrestricted retained earnings to co)er shares ac"
15.
1#8. 3edeemable shares may be purchased by the corporation regardles the eist eistenc ence e of the unrest unrestric ricted ted retai retained ned earnin earnings gs in the boo%s boo%s of corporation
1#1. In )iew of trust fund doctrine, buybac% of shares or distribution of as amon among g stoc stoc%h %hol olde ders rs is a frau fraud d agai agains nstt cred credit itor ors s and and ther theref efor ore e
Master your semester with Scribd Read Free Foron 30this Days Sign up to vote title 1#. $ corporation may in)est its funds in another business which isincid & The New York Times Not useful or auiliary to its primary purpose as statedinUseful the articles of incorpora Special offer forw students: $4.99/month. ithou thouttOnly the appr appro o)al )al
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stoc stoc%h %ho olde lders. In suc such case ase, ha)e no appraisal
diss diss
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borrowed money is not prots but money may be borrowed temporarily the purpose of paying di)idends if the corporation has used its surplus to ma%e a%e impro) pro)em eme ents nts for for which hich it might ight ha)e a)e bor borrowe owed m 1#.
Di)idends
may
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so long
as
decit
eist
1#2. *he directors are the &udges on how and when to spend corpor funds.
1#5. *he corporation may be compelled by the <(C to declare di)idend its stoc%holders if it retains surplus prots in ecess of 188percent of t paid-in capital
1'8. !ayment of subscription from di)idends +stoc%, cash, Bto be declare is illegal for it obligates the subscriber subscriber to pay nothing for the shares e as di)idends may accrue upon the
1'1. *he 1'1. *he stoc stoc%h %hol olde derr is stil stilll enti entitl tled ed to recei ecei)e )e cash cash di)i di)ide dend nds s du deli delin" n"ue uent nt stoc stoc% % but but the the di)i di)ide dend nds s sh shal alll rst rst be appli applied ed to the the un balance on the subscription plus costs and epenses while stoc, divide shall &e withheld from the delinuent stoc,holder until his unp su&scription is fully
1'.
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1'. *he participation of each stoc%holder in the earnings of the corpora
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1'2. Fpon the issuance of the certicate of incorporation, the corpora comes into eistence b ut not yet otga
1'5. 4y-laws shall be adopted within one month after receipt of o?cial no of the issuance of its certicate of incorporation by the <(C. Ne)erthel by-laws may be adopted and led prior to incorporation with the article incorporation. Aailure to le a code of by-laws within one month from date of incorporation with the <(C shall render the corporation liable to re)ocation of its regist
18. 4y-laws must be general and uniform in their operation and not dire against part articular indi ndi)iduals, and must not be discrimin
11. 4y-laws are not binding to a party who doesn7t ha)e %nowledge o pro)ision. 1. $t least directors must be residents of the !hilippines.
1#. Corporation cannot pro)ide in the by-laws for the manner of elec and the term of o?ce of directors or trustees which are already regulated law.
1'. *he power to ma%e and repeal by-laws can only be eercised a regular or special meeting duly called for the purpose. It can be delega +# to directors. 4ut the power to amend the articles of incorporation with the stoc%holders members and cannot be delegated to directors.
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by a director or trustee or by an o?cer entrusted with the managemen the corporation. 18. $ stoc%holder may ma%e the call on order of the <(C whene)er for cause, there is no person authorized to call a meeting.
11. *he special meeting for the remo)al of directors may be called by secretary of the corporation or by a stoc%holder. stoc%holder.
1. Ehether regular or special, notice must be gi)en when re"uired by law or by the by-laws of the corporation.
1#. Eritten Eritten notice of e)en regular meetings must be sent to stoc%holder members at least wee%s before the meeting pr at least 1 wee% for spe meeti meetings ngs.. 9owe)e 9owe)er, r, notice notice of any meeti meetings ngs may be wai)e wai)ed d epr epressl essl impliedly, by a stoc%holder or member. In meetings ordered by the <(C, e)ident that notice is necessary.
1'. $ny business transacted at any meeting of stoc%holders shall be ) e)en if the meeting be improperly held or called pro)ided that acts are ultra )ires and that all the stoc%holders are present or represented at meeting
1. Fnless otherwise pro)ided in the by-laws or in the code, a "uorum s consist of the stoc%holders representing a ma&ority of the outstanding cap stoc% or a ma&ority of the members in the case of nonstoc% corporatio ma&ority )ote, in the absence of epress pro)ision in the by-laws and un the )ote of a greater number is re"uired by law, is su?cient to decide "uestion properly presented.
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12#. *o sell 12#. sell,, leas lease, e, echan change ge,, mort mortga gage ge or othe otherw rwis ise e disp dispos ose e substantially all of the corporate assetsGma&ority of 4=D and # 12'. *o in)est corporate funds in another corporation or business or for purpose other than the primary purposeGma&ority )ote of 4=D and #
12. *o issue stoc% di)idendsGma&ority of the "uorum of 4=D and #. appro)al of stoc%holders is not re"uired with respect to other di)idends s as cash and bond di)idends.
120. *o enter into management contractGma&ority of the "uorum of 4=D a ma&ority of the outstanding capital stoc% of both managing and mana corporations and in some cases, # of the total outstanding capital s entitled to )ote or of the members, with respect to the managed corporat
12. *o adopt by-lawsGa ma&ority of the outstanding capital stoc% or of members.
122. *o the issued price of no par )alue sharesGa ma&ority of the "uo of 4=D if authorized by the articles of incorporation or in the absence of s authority, by a ma&ority of the outstanding capital stoc%.
125. *o *o e6ect or amend a plan of merger or consolidationGa ma&ority of of 4=D and # of the outstanding capital stoc% or of the members of constituent corporation
Master your Scribd 158. 15 8. *osemester dissol dis sol)e )e thewith corpor corporati ationG onGa a ma&ori ma&ority ty )ote )ote of 4=D 4=D and # of Read Free Foron 30this Days Sign up to vote title outstanding capital stoc% or of the members & The New York Times Useful Not useful Cancel anytime.
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the contrary is pro)ided by the by-laws, the presiding o?cer may be selec by the )ote of the stoc%holders present.
15. =ne cannot )ote if he does not appear to be a stoc%holder in the bo of the corporation 150. (ach member, regardless regardless of class, shall be entitled to one )ote
15. !ledgees or mortgagees of shares in stoc% corporation ha)e the righ attend and )ote at meetings of stoc%holders only when epressly gi)en s right in writing by the pledgor or the mortgagor as the latter remains owner of the stoc% pledged or mortgaged. *he authorization is re"uired the code to be recorded on the appropriate corporate boo%s by such pled or mortgagor. 152. $ proy may refer to a person or a formal written authority
155. *he right to )ote by proy is a special form of agency. No proy shal )alid and e6ecti)e for a period longer than years. 88. Directors cannot attend or )ote by proy at board meetings
81. !roi 81. roies es are are irre irre)oc )ocabl able e at any time time unless unless made made irre irre)oc )ocabl able e by gi)er. It becomes irre)ocable when the holder of proy has gi)en or prom a stoc stoc%h %hol olde derr a cons consid ider erat atio ion n or inte interrest est +loa +loan n of mone money y in retur etur irre)ocable proy.
8. In )oting trust agreement+must be in writing, notarized and led w <(C, a stoc%holder of a corporation parts with the )oting power only Read Free Foron 30this Days Sign up to vote title retains the benecial ownership of stoc%. $ )oting trustee is onlya sh Not useful Useful owner )ested with legal title for the sole purpose of anytime. )oting upon stoc% Cancel Special offer forhe students: Only $4.99/month. does not own. New certicate is issued to the trustee.
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8M. 4=D can ll the )acancy if the cause of )acancy is other than remo epiration of term or increase in the number of director and the remain directors still constitute a "uorum
82M. Directors are entitled to compensation if the gi)ing of compensatio ed in the by-laws, appro)ed by the stoc%holders representing at lea ma&ority of the outstanding capital stoc% or when the compensation refer reasonable per diem
85. $ contract of the corporation with one or more its directors or trustee )oidable unless all the 6 conditions are present: +1 that the presence of s director is not necessary to constitute a "uorum + that the )ote of s direct director or was not necessar necessary y for the appro)al appro)al of the contract contract +# +# tha contract is fair and reasonable under the circumstances.. Ehen any of rst two conditions is absent, such contract may be ratied by the )ot #. Aull disclosure of the ad)erse interest of the director in)ol)ed must made at such meeting.
18. *here 18. *here is interl interloc% oc%ing ing direct directora orate te when when a direct director or holds holds seats seats board of directors of or more corporations. *here is no prohibition in corporation code regarding this. 9owe)er, law pro)ides for re"uisites whe corp corpor orat atio ions ns with with inte interl rloc oc%i %ing ng dir directo ectors rs cont contra ract ct with with each each othe otherr re"uisites are +if the interest of the director is substantial, 8percent nominal in the other: +1 there is no fraud + the contract is fair reasonable +# the presence is not re"uired for a "uorum and appro)al, ) If the interest is both nominal or substantial, re"uirement +# is no lon re"uired.
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If breached, he must account to the corporation the prots by refunding
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1. $ll stoc%holders must gi)e their consent for the ratication of an u )ires act.
10. $ corporator in a stoc% corporation must be a stoc%holder. 9ono membership in a business corporation is not allowed by law
1. !ri)ate corporation may be organized by pri)ate or by the state or b for pri)ate ends, aims, benets or purpose 12. In poli 12. politi tica call law, law, publ public ic corp corpor orat atio ions ns are are comm commonl only y refer eferrred municipal corporation 15. >o)ernment created pri)ate corporation to augment its income. corp corpor orat atio ion n is then then su sub& b&ec ectt to the the rule rules s of the the law law go)e go)errning ning pr corporation. (amples are: >
/uasi-pu&lic corporations - are 8. /uasi-pu&lic are in reali eality ty organ organiz ized ed as a pr corporation but perform public functions. (amples: !/D*, @(3$/C=, ! E> and $
1. !re-incorporation !re-incorporation subscription shall be irre)ocable within 0 months f subscription
. *he 4=D may the issued price of no-par )alue shares if authorized the articles of incorporation. In absence of it, by the stoc%holders. #. *he issued price of no par shares may )ary from time to time as usually ed on the basis of their boo% )alues.
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5. *he shares which may be alienated are those co)ered by certicate stoc%.
#8.
#1. Fnless prohibited by by-laws, certicate of stoc%s may be issued for than the number of shares subscribed for, pro)ided the par )alue of e share is fully paid for.
#. Fnpaid subscription is an asset to which corporate creditors may for payment. payment. 9ence 9ence a stoc% corporatio corporation n has no power power to release release an orig subscriber from paying for his shares without )aluable consideration for s release or without unanimous consent of the stoc%holders. ##.
#0. Creditors, corporations and stoc%holders can set up the inade"uac the consideration for the issuance of the stoc%. #. *he liability of the consenting directoro?cer for the water in stoc% is solidary with the stoc%holder concerned.
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+bboo%s of foreign corp +ctrade secrets +dreasonable hours.
''. $ stoc%holder cannot, without order of the court be permitted to t boo%s from the o?ce of the corporation. #. In gene #. genera ral, l, righ rightt of the the stoc stoc%h %hol olde derr eten tends ds to all all boo% boo%s, s, pa contracts, minute boo%s or other instruments from which he can deri)e information that will enable him to better protect his interest.
#0. >enera #0. >enerally lly,, where where one corpor corporati ation on sells sells or otherw otherwise ise transf transfer ers s assets to another corporation, the latter is not liable for the debts of transferror transferror unless the transferee assumed the liabilities of the former. former.
#. @er #. @erger ger or cons consol olid idat atio ion n in)o in)ol) l)e e a tran transf sfer er of the the asse assets ts of constituent corporation in echange for securities in the new or sur)i) corporation but neither in)ol)es winding up of the a6airs of the constitu corporation in the sense that the assets are distributed to the stoc%holde ther there e is then then the the auto automa mati tic c assu assump mpti tion on of liab liabil ilit ity y of the the abso abso corporation or constituent corporation.
#2. $ny stoc%holder of a close corporation may, for any reason, compel corporation and purchase his share at fair )alue which shall not be less t their par )alue or issued )alue, when the corporation has su?cient asset its boo%s to co)er its debts and liabilities eclusi)e of capital stoc%.
#5. *he #5. *he diss dissen enti ting ng stoc stoc%h %hol olde derr sh shal alll ma% ma%e a writ writte ten n dema demand nd on corporation within #8 days after the date on which the )ote wasta%en Read Free Foron 30this Days Sign up to vote title payment of the fair )alue of his share. *he corporation shall payto s Useful Not useful stoc%holder upon surrender of the corresponding certicate of stoc% wi Cancel anytime. Special offer for18 students: Only $4.99/month. days after demanding the fair )alue of his shares.
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235501422 Law on Partnership and Corporation Notes
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Corporation Law Notes by Aquino
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Government Accounting
Corporation and Partnership Law
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''. @embership and all rights are personal and non-transferable, unless articles or by-laws otherwise pro)ide.
'. *ermination etinguishes all rights of a member in the corporation o its property, unless otherwise pro)ided in the articles of incorporation. '0. *he term of o?ce of trustees shall be # years +non-stoc%
'. If rst elected, 1# of the 4=* members shall epire e)ery year subse"uent trustees shall ha)e # years. *rustees elected to ll )acan occurring before the epiration of a particular term shall hold o?ce only the unepired period
'2. Non-st '2. Non-stoc% oc% may in)est in)est its its accumu accumulat lated ed funds funds for prot prot purpos purposes es such power must be included in its articles in order that in)estment may be considered ultra )ires.
'5. *he right to )ote of members may be limited, broadened or were den in the articles of incorporation or the by-laws.
8. (ach member shall be entitled only to 1 )ote in the election of trust unless cumulati)e )oting is authorized. 1. Hoting Hoting by mail or other similar means may be authorized.
. =?cers . =?cers may be direct directly ly electe elected d by the membe members rs unless unless otherw otherw pro)ided.
Master your semester Scribd #. Non-stoc% maywith designate their go)erning boards by any name o Read Free Foron 30this Days Sign up to vote title than 4=*. *rustees ha)e duties similar to those of stoc% corporation. & The New York Times Useful Not useful Cancel anytime.
Special offer for'. students: Only $4.99/month. $ corporation ehibiting the characteristics of close corporation:
+1 persons shall not eceed 8.
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235501422 Law on Partnership and Corporation Notes
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Government Accounting
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among themsel)es. . @anag . @anagem emen entt of a stoc stoc% % corp corpor orat atio ion n may may be by the the stoc stoc%ho %hold ld pro)ided in the articles.
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