The document discusses various concepts relating to corporations under Philippine law. It defines a corporation and its key components such as incorporators, corporators, stockholders, and members. It also describes different types of corporations and shares. The main classes of shares discussed are voting and non-voting shares, par value and no-par value shares, common and preferred shares, and founder's shares. The rights and restrictions associated with these different share types are summarized.
Corporations Code of the Philippines Ateneo ReviewerIvan Monforte
This document provides an overview of corporation law in the Philippines. It defines a corporation and lists its key attributes, such as being an artificial being created by law. The document outlines the various classes of corporations and their distinguishing features. It also describes the process of incorporating a business, including the promotional stage, filing articles of incorporation, and organizational requirements. The summary provides a high-level look at important corporation law concepts in the Philippines.
This document summarizes key concepts in corporate law. It discusses how corporations are classified as stock or non-stock. It also covers the separate legal personality of corporations, corporate tort liability, piercing the corporate veil, determining corporate nationality, and the retroactive effect of amending corporate documents. Additionally, it addresses topics such as share classifications, redeemable shares, treasury shares, and the rules regarding non-voting shares.
Exempting circumstances are grounds for exemption from criminal punishment when the criminal act was not committed voluntarily or with negligence. Circumstances that exempt from criminal liability include: (1) imbeciles or insane persons unless acting during a lucid interval; (2) persons performing a lawful act with due care that causes accidental injury without fault or intent; (3) persons acting under irresistible force or uncontrollable fear; and (4) failure to perform a required act due to a lawful cause. These exemptions are based on the complete absence of intelligence, freedom of action, or intent in committing the act.
This document provides an overview of corporation accounting, including:
1) It discusses the process of forming a corporation through incorporation and securing equity financing through the issuance of stock. Some key advantages and disadvantages of the corporate form are outlined.
2) It covers different financing options like debt versus equity, and how stocks work on private and public corporations. The roles of common stock and preferred stock are defined.
3) Key terms related to stock like authorized shares, issued shares, outstanding shares, and treasury stock are explained.
This document outlines qualifications and requirements for corporate boards of directors and officers according to the Corporation Code of the Philippines. It discusses the following key points:
1. Board members must own stock, be Philippine residents, and not have criminal convictions. Certain industries like banks require citizen directors.
2. Officers are elected annually and must include a president, treasurer, and secretary. The president and secretary cannot be the same person.
3. Directors have responsibilities to act diligently, obediently, and loyally. They cannot receive secret profits and are disqualified from voting on personal interests. Contracts between corporations with interlocking directors are permitted if certain conditions are met.
4. Powers of corporations
This document outlines the legal rules for foreign corporations doing business in the Philippines according to Title XV of the Corporation Code. It defines a foreign corporation and establishes the requirements for obtaining a license to transact business, including submitting documents to the SEC. The document also describes the rights and obligations of licensed foreign corporations, the process for mergers or withdrawals, and penalties for non-compliance.
a Presentation by Philippine Deposit Insurance Corporation (PDIC) at the BSP Regional Financial Literacy Campaign for OFWs in Bacolod City, Philippines on June 28, 2007
The document discusses the Philippine financial system and the role of the Bangko Sentral ng Pilipinas (BSP) as the country's central banking institution. It outlines that the BSP was created by the New Central Bank Act of 1993 and exercises its powers through the Monetary Board. The BSP provides policy directions in areas of money, banking, and credit and oversees the banking system. It also establishes regulations and serves functions such as issuing currency, advising the government, and acting as a lender of last resort. The document further describes the various types of banking and non-banking financial institutions that operate in the Philippines under the BSP's authority.
Corporations Code of the Philippines Ateneo ReviewerIvan Monforte
This document provides an overview of corporation law in the Philippines. It defines a corporation and lists its key attributes, such as being an artificial being created by law. The document outlines the various classes of corporations and their distinguishing features. It also describes the process of incorporating a business, including the promotional stage, filing articles of incorporation, and organizational requirements. The summary provides a high-level look at important corporation law concepts in the Philippines.
This document summarizes key concepts in corporate law. It discusses how corporations are classified as stock or non-stock. It also covers the separate legal personality of corporations, corporate tort liability, piercing the corporate veil, determining corporate nationality, and the retroactive effect of amending corporate documents. Additionally, it addresses topics such as share classifications, redeemable shares, treasury shares, and the rules regarding non-voting shares.
Exempting circumstances are grounds for exemption from criminal punishment when the criminal act was not committed voluntarily or with negligence. Circumstances that exempt from criminal liability include: (1) imbeciles or insane persons unless acting during a lucid interval; (2) persons performing a lawful act with due care that causes accidental injury without fault or intent; (3) persons acting under irresistible force or uncontrollable fear; and (4) failure to perform a required act due to a lawful cause. These exemptions are based on the complete absence of intelligence, freedom of action, or intent in committing the act.
This document provides an overview of corporation accounting, including:
1) It discusses the process of forming a corporation through incorporation and securing equity financing through the issuance of stock. Some key advantages and disadvantages of the corporate form are outlined.
2) It covers different financing options like debt versus equity, and how stocks work on private and public corporations. The roles of common stock and preferred stock are defined.
3) Key terms related to stock like authorized shares, issued shares, outstanding shares, and treasury stock are explained.
This document outlines qualifications and requirements for corporate boards of directors and officers according to the Corporation Code of the Philippines. It discusses the following key points:
1. Board members must own stock, be Philippine residents, and not have criminal convictions. Certain industries like banks require citizen directors.
2. Officers are elected annually and must include a president, treasurer, and secretary. The president and secretary cannot be the same person.
3. Directors have responsibilities to act diligently, obediently, and loyally. They cannot receive secret profits and are disqualified from voting on personal interests. Contracts between corporations with interlocking directors are permitted if certain conditions are met.
4. Powers of corporations
This document outlines the legal rules for foreign corporations doing business in the Philippines according to Title XV of the Corporation Code. It defines a foreign corporation and establishes the requirements for obtaining a license to transact business, including submitting documents to the SEC. The document also describes the rights and obligations of licensed foreign corporations, the process for mergers or withdrawals, and penalties for non-compliance.
a Presentation by Philippine Deposit Insurance Corporation (PDIC) at the BSP Regional Financial Literacy Campaign for OFWs in Bacolod City, Philippines on June 28, 2007
The document discusses the Philippine financial system and the role of the Bangko Sentral ng Pilipinas (BSP) as the country's central banking institution. It outlines that the BSP was created by the New Central Bank Act of 1993 and exercises its powers through the Monetary Board. The BSP provides policy directions in areas of money, banking, and credit and oversees the banking system. It also establishes regulations and serves functions such as issuing currency, advising the government, and acting as a lender of last resort. The document further describes the various types of banking and non-banking financial institutions that operate in the Philippines under the BSP's authority.
AC102 PPT8 - Partnership Liquidation Lump Sum (PPT from Sir Leandro Fua) Carla
The document provides details about the liquidation of the partnership firm of Encina, Endrada, and Elina. It includes their statement of financial position before liquidation begins and statements of liquidation showing the realization of assets, distribution of gains or losses, payment of liabilities, and distribution of cash to partners under different scenarios of asset sale prices and treatment of capital deficiencies.
This document provides an overview of capital markets and financial institutions. It defines financial intermediaries as entities that act as middlemen in financial transactions. It describes the main participants in financial markets including issuers, investors, governments, companies and households. It explains the functions of financial institutions like banks and credit companies in facilitating transactions, managing risk, and providing liquidity. It also outlines the different types of financial liabilities institutions face and how they seek to manage their assets and liabilities.
This document provides information about partnerships under Philippine law. It defines a partnership as two or more persons binding themselves to contribute money, property, or industry to a common fund with the intention of dividing profits. Key requirements for a valid partnership include: a lawful object or purpose for the common benefit of partners; contributions from partners; and an agreement to share profits. Partnerships have a separate legal personality from partners. For partnerships with capital over PHP 3,000, execution of a public instrument and registration with the SEC is required. Unlawful partnerships may result in profit confiscation by the state.
This document discusses the general principles of taxation according to a lecture on income taxation. It defines taxation as the means by which a government raises income to fund its necessary expenses. The primary purpose of taxation is to provide funds to promote citizens' welfare and finance government activities. Other purposes include strengthening industries, protecting local industries, and reducing inequality. The principles discuss the theory that government needs revenue and has the right to tax citizens in return for protection. A sound tax system should be fiscally adequate, impose equal burdens based on ability to pay, and be administratively feasible. The document also outlines constitutional and inherent limitations on taxation powers.
This document discusses key accounting concepts and principles, including:
- Accrual accounting, where transactions are recognized in the period they occur rather than when payment is made.
- Matching principle, where expenses match related revenues in the same period.
- Cost principle, where assets are recorded at their purchase price.
- Use of estimates and judgment in accounting given some items cannot be precisely measured.
- Prudence or conservatism, where higher estimates are used for expenses and lower estimates for revenues.
- Substance over form, where the economic reality of transactions matters more than legal form.
The document discusses financial controllership and internal controls. It defines financial controllership as a management function that supervises accounting, financial reporting, and implementation of internal controls. It then discusses risks, the process of identifying and prioritizing risks, and considerations for evaluating risks. Finally, it defines internal controls as processes designed to provide reasonable assurance of achieving objectives related to operations, financial reporting, and compliance.
Philippine constitution national territory reportJoey Navarro
The national territory of the Philippines comprises the Philippine archipelago and its terrestrial, fluvial and aerial domains, as well as its territorial sea and seabed. The document further defines the different components of a nation's territory according to international law, including land territory, internal waters, territorial seas, archipelagic waters, contiguous zones, exclusive economic zones, and continental shelves. It also discusses the aerial domain and international agreements governing airspace and outer space.
This document discusses key concepts regarding corporations under Philippine law. It defines a corporation as an artificial being created by law that has rights of succession and powers authorized by its charter. It also distinguishes between types of corporations like stock and non-stock, as well as domestic and foreign corporations. The roles of incorporators, corporators, stockholders and members are outlined. Finally, it notes some components of a corporation like its capacity and the activities of promoters.
This document discusses depository institutions such as commercial banks, savings and loan associations, savings banks, and credit unions. It describes their key characteristics and activities. Depository institutions obtain funds from deposits and use those funds to generate income through loans and investments. They face asset-liability problems in managing the mismatch between long-term assets and short-term liabilities. Regulators monitor various risks at these institutions including credit, liquidity, market, and operational risk. The document provides examples of major depository institutions in the Philippines within each category.
This document discusses taxation on donations or gifts in the Philippines. It covers various topics:
1) Definitions of donations and the essential elements of a valid donation including donor capacity, donative intent, delivery, and acceptance of the gift.
2) Classification of donors as citizens/residents or nonresidents and what donations are taxable depending on this classification. Gross gifts include all property donated regardless of location for citizens/residents but only include property within the Philippines for nonresidents.
3) Allowable deductions from gross gifts including dowries, encumbrances assumed by the donee, donations to government/non-profits, and the standard 100,000 peso exemption for yearly donations to
CHAPTER 2 BUSINESS COMBINATIONS - PART 2.pptxEloisaJoyMoredo
This document discusses accounting for business combinations, including:
1) Share-for-share exchanges are measured at the acquisition-date fair value of the acquiree's or acquirer's equity interests, whichever is more reliably determinable.
2) A business combination achieved in stages requires remeasuring the previously held equity interest at fair value and recognizing gains or losses, and accounting for additional shares that result in control.
3) For a business combination achieved without consideration transferred, the acquirer substitutes the fair value of its interest in the acquiree for the consideration transferred to measure goodwill or gain.
4) The measurement period for adjusting provisional amounts for a business combination shall not exceed one year from the acquisition
The document discusses different forms of business ownership and organization - sole proprietorship, partnership, corporation, and cooperative. It outlines the key advantages and disadvantages of each form. Some advantages of sole proprietorship include low start-up costs and total decision-making authority for the owner, while disadvantages are unlimited liability and lack of continuity. Partnerships allow for more capital and skills but have potential for conflicts. Corporations benefit from limited liability but have higher formation costs. Cooperatives provide benefits to members but have equal profit distribution. The document also covers legal considerations and registration processes for different ownership types.
The document outlines different types of individual taxpayers in the Philippines based on citizenship and residency status, including resident citizens, non-resident citizens, resident aliens, and various categories of non-resident aliens. It discusses how tax treatment varies between these groups in terms of taxable income, applicable tax rates, allowable deductions, and other tax considerations. The classifications are important because an individual's tax obligations depend on whether they are considered a resident or non-resident and whether any tax treaties apply based on their citizenship.
This document discusses key concepts related to income tax in the Philippines. It defines income as profit, gains, or cash flows received within a specified period. Income can come from employment, investments, or business operations. The Philippines uses both a global and schedular system for taxing income. Under the global system, all categories of income are taxed the same. The schedular system taxes different income types differently. Individuals are taxed based on their residency and source of income. Corporations are taxed differently depending on if they are domestic or foreign. The goals of income tax include generating government revenue and offsetting other taxes in a progressive manner.
These notes are not made by me. this is made by a different group in my class. these notes were provided for everyone in the class as part of our group project.
I am merely sharing these notes to supplement other students in learning the subject.
This document outlines key concepts regarding partnerships under Philippine law. It defines a partnership as a contract between two or more persons to contribute money, property, or industry to a common fund with the intention of dividing profits. A partnership is a separate legal entity from its partners and has the capacity to own property, incur obligations, and sue or be sued. Specific rules address partnerships' lawful purpose and formation requirements, partners' duties and obligations, classification of partnerships, and limitations on partnerships with foreign partners or unlawful purposes.
1. Big Net pays P3 million to acquire all of Smallport's assets and liabilities. The consideration includes P1 million cash and 20,000 shares worth P2 million. Since the consideration exceeds the fair value of net assets acquired, Big Net recognizes goodwill of P1 million.
2. Big Net pays P2 million consideration through issuing 20,000 shares worth that amount to acquire Smallport. Since the consideration equals the fair value of net assets acquired, no goodwill or bargain gain is recognized.
3. Business combinations involve an acquirer obtaining control of one or more businesses. The acquisition method is used, where the acquirer identifies and measures identifiable assets,
This document provides an overview of corporations and corporate structure under Philippine law. It defines a corporation as an artificial being created by law that has rights of succession and powers authorized by law. Corporations can be stock corporations, which are owned by shareholders, or non-stock corporations. The document outlines the various classes, types and components of corporations, including differences between partnerships and corporations. It also discusses shares, classes of shares, and rights of shareholders.
A company is defined as an artificial legal person created under the Companies Act. It has key characteristics such as being an incorporated association, having a separate legal entity from its members, and having perpetual existence. The main types of companies are chartered, statutory, and registered companies. Registered companies are further divided into companies limited by shares, which have share capital and limited member liability, and companies limited by guarantee, which may or may not have share capital but members promise to pay a fixed amount in the event of liquidation. A company is distinct from a partnership in that it has a perpetual life, transferable shares, and limited member liability, among other differences.
AC102 PPT8 - Partnership Liquidation Lump Sum (PPT from Sir Leandro Fua) Carla
The document provides details about the liquidation of the partnership firm of Encina, Endrada, and Elina. It includes their statement of financial position before liquidation begins and statements of liquidation showing the realization of assets, distribution of gains or losses, payment of liabilities, and distribution of cash to partners under different scenarios of asset sale prices and treatment of capital deficiencies.
This document provides an overview of capital markets and financial institutions. It defines financial intermediaries as entities that act as middlemen in financial transactions. It describes the main participants in financial markets including issuers, investors, governments, companies and households. It explains the functions of financial institutions like banks and credit companies in facilitating transactions, managing risk, and providing liquidity. It also outlines the different types of financial liabilities institutions face and how they seek to manage their assets and liabilities.
This document provides information about partnerships under Philippine law. It defines a partnership as two or more persons binding themselves to contribute money, property, or industry to a common fund with the intention of dividing profits. Key requirements for a valid partnership include: a lawful object or purpose for the common benefit of partners; contributions from partners; and an agreement to share profits. Partnerships have a separate legal personality from partners. For partnerships with capital over PHP 3,000, execution of a public instrument and registration with the SEC is required. Unlawful partnerships may result in profit confiscation by the state.
This document discusses the general principles of taxation according to a lecture on income taxation. It defines taxation as the means by which a government raises income to fund its necessary expenses. The primary purpose of taxation is to provide funds to promote citizens' welfare and finance government activities. Other purposes include strengthening industries, protecting local industries, and reducing inequality. The principles discuss the theory that government needs revenue and has the right to tax citizens in return for protection. A sound tax system should be fiscally adequate, impose equal burdens based on ability to pay, and be administratively feasible. The document also outlines constitutional and inherent limitations on taxation powers.
This document discusses key accounting concepts and principles, including:
- Accrual accounting, where transactions are recognized in the period they occur rather than when payment is made.
- Matching principle, where expenses match related revenues in the same period.
- Cost principle, where assets are recorded at their purchase price.
- Use of estimates and judgment in accounting given some items cannot be precisely measured.
- Prudence or conservatism, where higher estimates are used for expenses and lower estimates for revenues.
- Substance over form, where the economic reality of transactions matters more than legal form.
The document discusses financial controllership and internal controls. It defines financial controllership as a management function that supervises accounting, financial reporting, and implementation of internal controls. It then discusses risks, the process of identifying and prioritizing risks, and considerations for evaluating risks. Finally, it defines internal controls as processes designed to provide reasonable assurance of achieving objectives related to operations, financial reporting, and compliance.
Philippine constitution national territory reportJoey Navarro
The national territory of the Philippines comprises the Philippine archipelago and its terrestrial, fluvial and aerial domains, as well as its territorial sea and seabed. The document further defines the different components of a nation's territory according to international law, including land territory, internal waters, territorial seas, archipelagic waters, contiguous zones, exclusive economic zones, and continental shelves. It also discusses the aerial domain and international agreements governing airspace and outer space.
This document discusses key concepts regarding corporations under Philippine law. It defines a corporation as an artificial being created by law that has rights of succession and powers authorized by its charter. It also distinguishes between types of corporations like stock and non-stock, as well as domestic and foreign corporations. The roles of incorporators, corporators, stockholders and members are outlined. Finally, it notes some components of a corporation like its capacity and the activities of promoters.
This document discusses depository institutions such as commercial banks, savings and loan associations, savings banks, and credit unions. It describes their key characteristics and activities. Depository institutions obtain funds from deposits and use those funds to generate income through loans and investments. They face asset-liability problems in managing the mismatch between long-term assets and short-term liabilities. Regulators monitor various risks at these institutions including credit, liquidity, market, and operational risk. The document provides examples of major depository institutions in the Philippines within each category.
This document discusses taxation on donations or gifts in the Philippines. It covers various topics:
1) Definitions of donations and the essential elements of a valid donation including donor capacity, donative intent, delivery, and acceptance of the gift.
2) Classification of donors as citizens/residents or nonresidents and what donations are taxable depending on this classification. Gross gifts include all property donated regardless of location for citizens/residents but only include property within the Philippines for nonresidents.
3) Allowable deductions from gross gifts including dowries, encumbrances assumed by the donee, donations to government/non-profits, and the standard 100,000 peso exemption for yearly donations to
CHAPTER 2 BUSINESS COMBINATIONS - PART 2.pptxEloisaJoyMoredo
This document discusses accounting for business combinations, including:
1) Share-for-share exchanges are measured at the acquisition-date fair value of the acquiree's or acquirer's equity interests, whichever is more reliably determinable.
2) A business combination achieved in stages requires remeasuring the previously held equity interest at fair value and recognizing gains or losses, and accounting for additional shares that result in control.
3) For a business combination achieved without consideration transferred, the acquirer substitutes the fair value of its interest in the acquiree for the consideration transferred to measure goodwill or gain.
4) The measurement period for adjusting provisional amounts for a business combination shall not exceed one year from the acquisition
The document discusses different forms of business ownership and organization - sole proprietorship, partnership, corporation, and cooperative. It outlines the key advantages and disadvantages of each form. Some advantages of sole proprietorship include low start-up costs and total decision-making authority for the owner, while disadvantages are unlimited liability and lack of continuity. Partnerships allow for more capital and skills but have potential for conflicts. Corporations benefit from limited liability but have higher formation costs. Cooperatives provide benefits to members but have equal profit distribution. The document also covers legal considerations and registration processes for different ownership types.
The document outlines different types of individual taxpayers in the Philippines based on citizenship and residency status, including resident citizens, non-resident citizens, resident aliens, and various categories of non-resident aliens. It discusses how tax treatment varies between these groups in terms of taxable income, applicable tax rates, allowable deductions, and other tax considerations. The classifications are important because an individual's tax obligations depend on whether they are considered a resident or non-resident and whether any tax treaties apply based on their citizenship.
This document discusses key concepts related to income tax in the Philippines. It defines income as profit, gains, or cash flows received within a specified period. Income can come from employment, investments, or business operations. The Philippines uses both a global and schedular system for taxing income. Under the global system, all categories of income are taxed the same. The schedular system taxes different income types differently. Individuals are taxed based on their residency and source of income. Corporations are taxed differently depending on if they are domestic or foreign. The goals of income tax include generating government revenue and offsetting other taxes in a progressive manner.
These notes are not made by me. this is made by a different group in my class. these notes were provided for everyone in the class as part of our group project.
I am merely sharing these notes to supplement other students in learning the subject.
This document outlines key concepts regarding partnerships under Philippine law. It defines a partnership as a contract between two or more persons to contribute money, property, or industry to a common fund with the intention of dividing profits. A partnership is a separate legal entity from its partners and has the capacity to own property, incur obligations, and sue or be sued. Specific rules address partnerships' lawful purpose and formation requirements, partners' duties and obligations, classification of partnerships, and limitations on partnerships with foreign partners or unlawful purposes.
1. Big Net pays P3 million to acquire all of Smallport's assets and liabilities. The consideration includes P1 million cash and 20,000 shares worth P2 million. Since the consideration exceeds the fair value of net assets acquired, Big Net recognizes goodwill of P1 million.
2. Big Net pays P2 million consideration through issuing 20,000 shares worth that amount to acquire Smallport. Since the consideration equals the fair value of net assets acquired, no goodwill or bargain gain is recognized.
3. Business combinations involve an acquirer obtaining control of one or more businesses. The acquisition method is used, where the acquirer identifies and measures identifiable assets,
This document provides an overview of corporations and corporate structure under Philippine law. It defines a corporation as an artificial being created by law that has rights of succession and powers authorized by law. Corporations can be stock corporations, which are owned by shareholders, or non-stock corporations. The document outlines the various classes, types and components of corporations, including differences between partnerships and corporations. It also discusses shares, classes of shares, and rights of shareholders.
A company is defined as an artificial legal person created under the Companies Act. It has key characteristics such as being an incorporated association, having a separate legal entity from its members, and having perpetual existence. The main types of companies are chartered, statutory, and registered companies. Registered companies are further divided into companies limited by shares, which have share capital and limited member liability, and companies limited by guarantee, which may or may not have share capital but members promise to pay a fixed amount in the event of liquidation. A company is distinct from a partnership in that it has a perpetual life, transferable shares, and limited member liability, among other differences.
This document summarizes key concepts relating to corporations under Philippine law. It defines a corporation and outlines its key attributes such as being an artificial being, created by operation of law, with the right of succession and powers authorized by law. The document discusses the doctrine of separate legal entity, where a corporation is distinct from its shareholders. It also covers types of corporations, their advantages and disadvantages, and components such as incorporators, stockholders, and directors. Overall, the document provides a high-level overview of the essential elements of corporations according to the Revised Corporation Code of the Philippines.
The document provides an overview of company law in India, including definitions and key concepts. It discusses the definition of a company, characteristics of companies, types of companies (private/public, by incorporation, liability, control, ownership), and the process of forming a company (promotion and incorporation stages). The key differences between private and public companies are also outlined. In summary, the document covers the essential legal concepts and formation process related to companies under Indian law.
UGC NET Commerce Companies Act 2013 Study Notes DIwakar Rajput
The document discusses key concepts related to companies under Indian law. It defines what constitutes a company, outlines its key characteristics such as separate legal identity, perpetual succession, and limited liability. It also classifies companies based on various criteria such as incorporation, number of members, liability, ownership and control. Some major classifications discussed are private and public companies, holding and subsidiary companies, and companies limited by shares or guarantee. The document also compares certain provisions of the Companies Act of 1956 with the Companies Act of 2013.
The Companies Act 1956 was passed by the Indian Parliament in 1955 and came into force on April 1, 1956. It defines a company as a voluntary association of people established for business with a separate legal identity. A company has characteristics such as perpetual succession, limited liability for members, transferable shares, and management by a board of directors. The Companies Act recognizes different types of companies based on criteria such as number of members, liability of members, ownership, and control.
- The document discusses joint stock companies, which are a form of business organization that can be established on a large scale with significant capital from many shareholders.
- Joint stock companies have a separate legal identity, limited liability for shareholders, and are managed democratically by elected directors on behalf of shareholders.
- They allow large capital investment and are suitable for businesses requiring significant funds, operating at large scale, and those seeking public confidence. However, they also involve more complex formation processes and greater government regulation than other business forms.
This document defines a company and outlines its key characteristics. A company is a separate legal entity created by law that has perpetual succession, a common seal, and exists separately from its members. It has limited liability for its members and transferable shares. The document then discusses the different types of companies based on incorporation, liability, number of members, control, ownership, and other factors. It provides examples and compares private and public companies.
The document defines a company and discusses its key characteristics such as separate legal entity, perpetual succession, transferable shares, and limited liability. It outlines the different types of companies including registered companies that are further divided into companies limited by shares, companies limited by guarantee, and unlimited companies. The document also discusses the memorandum of association, articles of association, membership of a company, rights and liabilities of members, and key concepts like depositories, register of members, foreign registers, annual returns, and prospectus.
This document provides an overview of the key concepts regarding corporations under Philippine law. It discusses the definition of a corporation, its key attributes like separate legal personality and perpetual existence. It also outlines the advantages and disadvantages of incorporating. The document details the different classes of corporations and how they are classified. It explains the steps involved in incorporating a company, including promotion, filing articles of incorporation, and formal organization. Key documents like the articles of incorporation and their required contents are also summarized.
The document provides definitions and characteristics of a company under Indian law:
1. A company is defined as an artificial person created by law to operate for a common purpose.
2. Key characteristics include separate legal identity, limited liability for members, transferable shares, democratic management, and perpetual existence unaffected by changes in membership.
3. The document outlines the contents and purpose of the Memorandum of Association and Articles of Association, the primary constitutional documents of a company.
Corporate legal Services - Company IncorporationAccuprosys
Planning to register a business or get your company incorporated? We get the A to Z of company establishment and incorporation done for you. Incorporation is the process of transforming a business into a legal entity that is recognized under law.
The document defines a company and outlines its key characteristics such as registration, separate legal entity status, transferable shares, and limited liability. It also describes the different types of companies (public, private, limited by shares or guarantee, unlimited) and key company documents like the memorandum of association and articles of association. Finally, it covers various company concepts like members, meetings, share capital, and prospectus.
This document provides an overview of company law in India based on the Companies Act of 1956. It defines a company as a voluntary association formed for business purposes that has a distinct name and limited liability. It discusses the types of companies (public, private, unlimited), classifications based on ownership (government, non-government, foreign), and key concepts like corporate personality, perpetual succession, and holding/subsidiary relationships. The document also summarizes the formation process for companies and objectives of the Companies Act.
This document provides an overview of Indian company law. It discusses the key aspects of the Companies Act of 2013, which regulates the incorporation, management, and dissolution of companies in India. Some of the main points covered include:
- The Companies Act of 2013 replaced the previous Companies Act of 1956 and is divided into 29 chapters and 470 sections.
- A company is a separate legal entity from its owners/shareholders and has features like perpetual existence, transferable shares, separate management, and limited liability.
- The main types of companies discussed are public companies, private companies, Section 25 companies (which don't need "Limited" in their name), holding/subsidiary companies, government companies, and
The document summarizes key aspects of the Companies Act of 1956 in India. It discusses:
1) The definition of a company and characteristics of a company including separate legal entity, limited liability, perpetual succession, common seal, transferable shares, separate property, and capacity to sue.
2) The process of incorporation including the memorandum of association which outlines the company's objectives and articles of association which govern internal management.
3) Important legal doctrines including constructive notice, indoor management, and ultra vires.
The document provides an overview of company law in India, including definitions and key concepts. It defines a company as a voluntary association of individuals for profit, having capital divided into transferable shares. The key characteristics of a company are that it is an artificial legal person, has a common seal, compulsory incorporation, perpetual succession, and limited liability. A company allows for large capital through share issuance and has separation of ownership and management through a board of directors. The document also discusses the advantages and disadvantages of forming a company, classifications of companies, and highlights of the new Companies Act of 2013.
The document discusses the key characteristics and types of companies according to the Companies Act of 1956 in India. It defines a company as an association formed to carry out business with transferable shares owned by members. The key characteristics mentioned are that a company is an incorporated legal entity separate from its members, has perpetual existence, uses a common seal, and has delegated management. The types of companies are classified based on mode of incorporation, number of members, ownership, control and nationality.
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This document provides an introduction and definitions related to companies. It discusses:
1. A company is a legal entity formed by shareholders that allows for limited liability and is treated as a separate legal person.
2. Key characteristics of a company include being an incorporated association, having perpetual existence, transferable shares, separate legal personality, and limited liability.
3. There are several types of companies including public vs private companies, companies limited by shares or guarantee, and unlimited companies. Public companies have no limit on members and invite investment while private companies are limited to 50
Executive Directors Chat Leveraging AI for Diversity, Equity, and InclusionTechSoup
Let’s explore the intersection of technology and equity in the final session of our DEI series. Discover how AI tools, like ChatGPT, can be used to support and enhance your nonprofit's DEI initiatives. Participants will gain insights into practical AI applications and get tips for leveraging technology to advance their DEI goals.
This slide is special for master students (MIBS & MIFB) in UUM. Also useful for readers who are interested in the topic of contemporary Islamic banking.
How to Manage Your Lost Opportunities in Odoo 17 CRMCeline George
Odoo 17 CRM allows us to track why we lose sales opportunities with "Lost Reasons." This helps analyze our sales process and identify areas for improvement. Here's how to configure lost reasons in Odoo 17 CRM
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LAND USE LAND COVER AND NDVI OF MIRZAPUR DISTRICT, UPRAHUL
This Dissertation explores the particular circumstances of Mirzapur, a region located in the
core of India. Mirzapur, with its varied terrains and abundant biodiversity, offers an optimal
environment for investigating the changes in vegetation cover dynamics. Our study utilizes
advanced technologies such as GIS (Geographic Information Systems) and Remote sensing to
analyze the transformations that have taken place over the course of a decade.
The complex relationship between human activities and the environment has been the focus
of extensive research and worry. As the global community grapples with swift urbanization,
population expansion, and economic progress, the effects on natural ecosystems are becoming
more evident. A crucial element of this impact is the alteration of vegetation cover, which plays a
significant role in maintaining the ecological equilibrium of our planet.Land serves as the foundation for all human activities and provides the necessary materials for
these activities. As the most crucial natural resource, its utilization by humans results in different
'Land uses,' which are determined by both human activities and the physical characteristics of the
land.
The utilization of land is impacted by human needs and environmental factors. In countries
like India, rapid population growth and the emphasis on extensive resource exploitation can lead
to significant land degradation, adversely affecting the region's land cover.
Therefore, human intervention has significantly influenced land use patterns over many
centuries, evolving its structure over time and space. In the present era, these changes have
accelerated due to factors such as agriculture and urbanization. Information regarding land use and
cover is essential for various planning and management tasks related to the Earth's surface,
providing crucial environmental data for scientific, resource management, policy purposes, and
diverse human activities.
Accurate understanding of land use and cover is imperative for the development planning
of any area. Consequently, a wide range of professionals, including earth system scientists, land
and water managers, and urban planners, are interested in obtaining data on land use and cover
changes, conversion trends, and other related patterns. The spatial dimensions of land use and
cover support policymakers and scientists in making well-informed decisions, as alterations in
these patterns indicate shifts in economic and social conditions. Monitoring such changes with the
help of Advanced technologies like Remote Sensing and Geographic Information Systems is
crucial for coordinated efforts across different administrative levels. Advanced technologies like
Remote Sensing and Geographic Information Systems
9
Changes in vegetation cover refer to variations in the distribution, composition, and overall
structure of plant communities across different temporal and spatial scales. These changes can
occur natural.
A workshop hosted by the South African Journal of Science aimed at postgraduate students and early career researchers with little or no experience in writing and publishing journal articles.
Exploiting Artificial Intelligence for Empowering Researchers and Faculty, In...Dr. Vinod Kumar Kanvaria
Exploiting Artificial Intelligence for Empowering Researchers and Faculty,
International FDP on Fundamentals of Research in Social Sciences
at Integral University, Lucknow, 06.06.2024
By Dr. Vinod Kumar Kanvaria
বাংলাদেশের অর্থনৈতিক সমীক্ষা ২০২৪ [Bangladesh Economic Review 2024 Bangla.pdf] কম্পিউটার , ট্যাব ও স্মার্ট ফোন ভার্সন সহ সম্পূর্ণ বাংলা ই-বুক বা pdf বই " সুচিপত্র ...বুকমার্ক মেনু 🔖 ও হাইপার লিংক মেনু 📝👆 যুক্ত ..
আমাদের সবার জন্য খুব খুব গুরুত্বপূর্ণ একটি বই ..বিসিএস, ব্যাংক, ইউনিভার্সিটি ভর্তি ও যে কোন প্রতিযোগিতা মূলক পরীক্ষার জন্য এর খুব ইম্পরট্যান্ট একটি বিষয় ...তাছাড়া বাংলাদেশের সাম্প্রতিক যে কোন ডাটা বা তথ্য এই বইতে পাবেন ...
তাই একজন নাগরিক হিসাবে এই তথ্য গুলো আপনার জানা প্রয়োজন ...।
বিসিএস ও ব্যাংক এর লিখিত পরীক্ষা ...+এছাড়া মাধ্যমিক ও উচ্চমাধ্যমিকের স্টুডেন্টদের জন্য অনেক কাজে আসবে ...
it describes the bony anatomy including the femoral head , acetabulum, labrum . also discusses the capsule , ligaments . muscle that act on the hip joint and the range of motion are outlined. factors affecting hip joint stability and weight transmission through the joint are summarized.
This presentation includes basic of PCOS their pathology and treatment and also Ayurveda correlation of PCOS and Ayurvedic line of treatment mentioned in classics.
ISO/IEC 27001, ISO/IEC 42001, and GDPR: Best Practices for Implementation and...PECB
Denis is a dynamic and results-driven Chief Information Officer (CIO) with a distinguished career spanning information systems analysis and technical project management. With a proven track record of spearheading the design and delivery of cutting-edge Information Management solutions, he has consistently elevated business operations, streamlined reporting functions, and maximized process efficiency.
Certified as an ISO/IEC 27001: Information Security Management Systems (ISMS) Lead Implementer, Data Protection Officer, and Cyber Risks Analyst, Denis brings a heightened focus on data security, privacy, and cyber resilience to every endeavor.
His expertise extends across a diverse spectrum of reporting, database, and web development applications, underpinned by an exceptional grasp of data storage and virtualization technologies. His proficiency in application testing, database administration, and data cleansing ensures seamless execution of complex projects.
What sets Denis apart is his comprehensive understanding of Business and Systems Analysis technologies, honed through involvement in all phases of the Software Development Lifecycle (SDLC). From meticulous requirements gathering to precise analysis, innovative design, rigorous development, thorough testing, and successful implementation, he has consistently delivered exceptional results.
Throughout his career, he has taken on multifaceted roles, from leading technical project management teams to owning solutions that drive operational excellence. His conscientious and proactive approach is unwavering, whether he is working independently or collaboratively within a team. His ability to connect with colleagues on a personal level underscores his commitment to fostering a harmonious and productive workplace environment.
Date: May 29, 2024
Tags: Information Security, ISO/IEC 27001, ISO/IEC 42001, Artificial Intelligence, GDPR
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Article: https://pecb.com/article
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2. Corporations have ceased to be merely legal
devices through which the private business
transactions of individuals may be carried on.
The corporation become both a method of
property tenure and a means of organizing
economic life.
4. Section 1. Title of the code. – This Code
shall be known as “The Corporation Code
of the Philippines.”
Sec. 2. Corporation defined. – A
corporation is an artificial being created by
operation of law, having the right to
succession and the powers, attributes and
properties expressly authorized by law or
incident to its existence.
5. Corporation as artificial being. The
Corporation Code has embodied the accepted
concept of a corporation as an “artificial” being.
A Corporation is given by law with rights,
powers and liabilities usually accorded a natural
person.
Other attributes of corporation. Aside
from a corporation being considered as an
artificial being it has other attributes like it is
created by operation of law.
6. Created by operation of law. A
corporation comes into being by authorities of
the state.
A primary franchise is distinguished from a
secondary franchise which is given to the
corporation such as the right to expropriate
private property for use as railroad, public
highways, gas, electric services, etc.
7. Right of succession. A private corporation
may continue regardless of the death, insolvency,
incapacity of any of its directors, officers or
employees, and regardless of transfer of shares
from one stockholder to another.
Power, attributes and properties. A
corporation, being a mere creature of law, has
such powers only as are expressly, or impliedly
conferred upon it by the Charter or act of
incorporation.
8. Corporate nationality. It is a recognized
doctrine of corporate law that a private
corporation is a national, citizen, resident, or
inhabitant of the country or state, by or under
the laws of which it was created or organized.
• Incorporation rule
• Control test
9. 3 Identical features of partnership and
corporation.
1. Partnerships and corporations are
organizations composed of an aggregate of
individuals;
2. Partnerships and corporations have juridical
personalities distinct from that of their
respective component members;
3. Partnerships and corporations can act only
through their respective agents.
10. 8 Distinctions between Partnership
and a Corporation:
1. A partnership is crated by agreement among
the partners, but corporation cannot be
created without the consent of the state;
2. A partnership may be organized by only two
persons while a corporation requires at least
five incorporators;
3. In the absence of stipulation to the contrary, a
partner is considered an agent of the
partnership while in a corporation, the power
to bind the corporation, unless delegated, rest
in the board of directors;
11. 4. In a partnership, general partners are liable to
third person even with their separate
property; in corporation, the shareholders are
liable only to the extent of the shares
subscribed by them;
5. A partnership does not have the power of
succession, so that the death of the general
partner causes dissolution of the partnership
while the death of a stockholders does not
affect the existence of a corporation;
12. 6. A partner’s interest in the partnership cannot
be transferred to another without the consent
of the partner because of the personal
character of the relationship (delectus
personae); but in a corporation, a stockholder
may transfer his share even without the
consent of the stockholders because the
characteristic of delectus personae is foreign
in a corporation;
13. 7. A partnership may be formed for an indefinite
period of time; a corporation’s life is limited
by law to 50 years, extendible to not more
than 50 years for each extension;
8. A partnership is governed by Civil Code while
corporation is governed by Corporation Code.
14. Advantages of a corporate form of business
organization:
1. The capacity to hold property, to contract, to sue
and be sued as a legal unit or distinct entity;
2. Exemption of shareholders from individual liability;
3. Continuity of existence in spite of death or change of
members;
4. Transferability of shares;
5. Centralized management under a board of directors;
6. Standardized method of organization, management
and finance for the protection of shareholders and
creditors under statutory regulations.
15. Disadvantages of a corporate form of
business organization:
1. The limited liability of the stockholders serves to
limit the credit available to the corporation;
2. The transferability of shares permits the uniting
incompatible and conflicting interest in one
enterprise;
3. The minority stockholders are usually subservient
to the wishes of majority;
4. In big corporations, the stockholders voting right
have become largely theoretical because of
widespread ownership, lukewarmness and
disinterest in management, inertia, and inaccessible
meeting places;
16. 5. In large corporations, management control has
been separated from ownership;
6. By and large corporations are subject to
governmental restrictions, controls, and report
requirements not imposed on other forms of
business organization;
7. Corporate sphere of activity is limited in the
transaction of its business to the state of
organization;
8. The corporate form involves “double taxation” on
corporation income.
17. Sec. 3. Classes of corporations. –
Corporations formed or organized under
this Code may be stock or non-stock
corporations. Corporations which have
capital stock divided into shares and are
authorized to distribute to the holders of
such shares dividends or allotments of the
surplus profits on the basic of shares held
are stock corporation. All other
corporations are non-stock corporation.
18. Other kinds of corporations:
1. Quasi-corporation – Some entities are not
absolutely corporations but are considered as if
they were.
2. Quasi-public corporations – is one engaged in
rendering basic services of such public importance
as to entitle them t certain privileges like eminent
domain or use of public property.
3. Government-owned or controlled
corporations – are those organized by the
government or corporations of which the
government is a majority stockholder.
19. 4. Domestic and foreign corporations –
Domestic corporation is one incorporated
under Philippine laws.
Foreign corporation is one formed, organized,
or existing under any laws other than those of the
Philippines.
5. Corporation aggregate and corporation sole
Corporation aggregate is one composed of more
than one member or corporator.
Corporation sole consists of one member or
corporator and his successors.
20. 6. Religious corporations, sole or aggregate
– religious corporations are organized either as
a corporation sole or a corporation aggregate.
7. Ecclesiastical and lay corporations –
Ecclesiastical corporation is one organized
for religious purposes.
Lay corporation is one organized for a
purpose other than religious.
21. 8. Eleemosynary and civil corporations
Eleemosynary corporation is one organized for
charitable purposes.
Civil corporations are those than ecclesiastical
and eleemosynary, whether public or private.
9. Close and open corporations
Close corporation is one wherein all the
outstanding stock is owned by the persons who are
active in management and conduct on the business.
Open corporation is one in which all the members
or corporations have a vote in the election of the
directors and other officers.
22. 10. Multi-national corporation – is one having
been created or organized in one state conduct its
business or activities across national boundaries
and but subject to the legal sanctions of the
countries in which they operate.
11. Non-profit corporations – are those organized
without contemplation of gains, profits, or
dividends to their members on invested capital.
12. De Jure corporation – is one created in strict or
substantial conformity with the statutory
requirements for incorporation.
23. Sec. 4. Corporation created by special laws
or charter – Corporations created by
special laws or charters shall be
governed primarily by the provisions of
the special law or charter creating them
or applicable to them, supplemented by
the provisions of this Code, insofar as
they are applicable.
24. Sec. 5. Corporation and incorporations,
stockholders, and members. – Corporators
are those who compose a creation,
whether as stockholders or members.
Incorporators are those stockholders or
members mentioned in articles of
incorporation as originally forming and
composing the corporation and who are
signatories thereof.
25. Components of a Corporation:
1. Corporators – are those who composed a
corporation, whether as stockholders of members.
2. Incorporators – are those stockholders or
member mentioned in articles of incorporation as
originally forming and composing the corporation
and who are signatories thereof.
3. Stockholders or shareholders – are those
corporators in a stock corporation.
4. Members – are those corporators in a non-stock
corporation.
26. 5. Incorporator and corporator distinguished.
Incorporators refers to those natural person
whose names appear in the articles of
incorporation as originally forming and composing
the corporation and who are signatories thereof.
Corporators refers to all persons whose compose
the corporation at any given time and need not be
signatories to the article of the corporation.
6. Capacity of incorporators – Incorporators of a
corporation is in legal effect a contract between the
organizers and the state.
27. 7. Promotion - is the act of procuring the finances
and the making of all preparations necessary to
launch a corporation.
8. Activities of promoter – the promoter in the
fullest sense, performs various services in launching
an enterprise and may employ experts, lawyers,
bankers, solicitors and other persons to aid him.
9. Promoter’s contracts – A corporation is, thereof,
not bound by any agreement made by a promoter on
its behalf, unless until the corporation approves the
agreement.
28.
29. Sec 6. Classification of Shares
Stock or Share of Stock – A stock or share of
stock is one unit into which the capital stock has been
divided. It represents the interest or right that the
holder of the stock or stockholder has in the
corporation.
Stock Certificate – A stock certificate certifies
that one is holder or owner of a certain number of
shares of stock in the corporation.
30. Shares of stock may be divided into
Classes or series
The shares of stock of stock corporations may be
divided into classes or series of shares , or both , any
of which classes or series may have such rights ,
privilege or restrictions as may be stated in the
articles of incorporation.
31. Classes or series of shares of stock subject
to restrictions
1. Shares shall not be deprived of voting rights except
preferred or redeemable shares but non-voting
shares must still be entitled to vote on matters .
2. Where non- voting shares are provided for there
must always be a class or series of shares with
complete voting rights.
3. Banks, trust companies, insurance companies,
public utilities, and building and loan associations
shall not be permitted to issue non-par value
shares of stock;
32. 4. Preferred shares of stock may be given preference
in the distribution of assets in case of liquidation and
distribution of dividends or other preferences may be
issued only with stated par value;
5. The terms and conditions of preferred shares or
series thereof may be fixed by the board of directors
only when authorized by the articles of
incorporation by the effectivity thereof shall be
reckoned from the filing of a certificate with the
Securities and Exchange Commission.
6. Shares w/o par value may not be issued for a
consideration less than the value of P5.00 per share.
33. 7. Unless otherwise provided by law the rights, privileges
or restrictions on classes or series of shares must be
stated in the articles of incorporation and in the stock
certificates.
Presumed equality of Shares- “ Each share shall be
equal in all respects to every other share”.
34. Classes or Series of Shares
1. Voting and Non- Voting
Shares;
2. Par Value and No- Par
Value Shares;
3 Common and Preferred
Shares.
3.1 Preferred as to asset
3.2 Preferred as to
dividends
3.2) a. Cumulative
or Non Cumulative
3.2) b. Participating
or Non Participating
4. Promotion Shares;
5. Shares of Escrow;
6. Founder’s Shares;
7. Redeemable “ Callable”
Shares;
8. Treasury Shares;
9. Other shares classified to
comply with constitutional
or legal requirements.
35. Voting and Non-Voting Shares
In the absence, however, of a contrary provision in the
articles of incorporation, all shares shall be considered
voting shares. The general rule is that every member of a
non- stock corporation and every legal owner of shares in
a stock corporation, has a right to be present and vote at
all corporate meetings.
Par Value and No- Par Value
A share of stock that is given a fixed or definite value
in the articles of incorporation is known as a par value
share. Then a share of stock that has no fixed value is
called no- par value shares.
36. Preferred Stock as to Dividends
One that entitles the holder to preference in the
distribution of dividends over common stock.
Kinds of Preferred Stock as to Dividends
A. Cumulative Preferred Stock- those w/c entitle
the holder to payment not only of current dividends
but also those in arrears, when dividends are
declared, to the extent stipulated, before holders of
common shares are paid.
37. B. Non-Cumulative Preferred Stock
Those that entitle the holder to payment of current
dividends but not those in arrears, before holders of
common shares are paid.
C. Participating Preferred Stock
Those that entitle the holder to participate with the
holder to participate with the holders of common
shares in the surplus profits after the amount
stipulated has been paid to the holder of preferred
shares.
38. D. Non- Participating Preferred Stock
Those that entitle the holders only to the stipulated
preferred dividend.
Promotion Stock – issued to those who may
originally own the mining ground or valuable rights
connected therewith, for incorporating the company
or for services rendered in launching or promoting
the welfare of the company, such as advancing the
fees for incorporation, attorney’s fees, surveying,
advertising, etc.
39. Instances when Non-voting shares may vote
The holders of such shares shall nevertheless be
entitled to vote on the ff. matters.
1.) Amendment of the articles of incorporation;
2.) Adoption and amendment of by-laws;
3.) Sale, lease, exchange, mortgage, pledge or other
disposition of all or substantially all of the corporate
property;
4.) Incurring, creating or increasing bonded
indebtedness;
40. 5.) Increase or decrease of capital stock;
6.) Merger or consolidation of the corporation with
another corporation or other corporations;
7.) Investment of corporate funds in another
corporation of business in accordance with the
Corporation Code;
8.) Dissolution of the corporation.
41. Reason for allowing non-voting shares to vote
They refer to basic or fundamental changes in the
corporation.
A vote of stockholders represents 2/3 of the
outstanding capital stock or 2/3 of the members is
required to approve any of the changes mentioned
above.
Par Value and No- Par Value
It indicates the amount which the original
subscribers are supposed to contribute to capital as
basis privileges of profit sharing w/ limited liability.
42. No- Par Value Shares deemed fully paid
Shares of capital stock issued w/o par value shall be
deemed fully paid.
Shares w/o par value may not be issued for a
consideration less than the value of five (P5.00).
Banks, trust companies, insurance companies,
public utilities, and building and loan associations
shall not be permitted to issue no-par value shares of
stock.
43. Common and Preferred Shares
A common share of stock entitles the owner of it to
an equal pro rata division of profits, if there are any,
with no stockholder or class of stockholders having
preference or advantage in that respect over any
other stockholder or class of stockholder.
Shares in Escrow
Subject to an escrow agreement,
It is in effect the issuance of shares subject to
suspensive condition.
44. Sec. 7 Founder’s Share
Founder’s shares classified as such in the
articles of incorporation may be given certain
rights and privileges not enjoyed by the
owners of other stock , provided that where
the exclusive right to vote and be voted for in
the election of directors is granted, it must be
for a limited period not to exceed 5 years
subject to approval of the Securities and
Exchange and Commission. The 5 year period
shall commence from the date of the
aforesaid approval by the Securities and
Exchange and Commission.
45. Founder’s Share
Generally common stock, given to the founders or
promoters of a corporation in payment of money
expended or services rendered in the promotion of it.
Issue of Founder’s Share requires SEC
approval
“ Where the exclusive right to vote and to be voted
for in the election of directors is granted. It must be
for limited period for 5 years and may no be
extended for to do so may result in the permanent
disqualification of the other stockholder.
46. Sec. 8. Redeemable Shares
Redeemable shares may be issued by the
corporation when expressly so provided in the
articles of incorporation. They may be
purchased or taken up by the corporation upon
the expiration of a fixed period, regardless of the
existence of unrestricted , retained earnings in
the books of the corporations as may be stated in
the articles of incorporation, which terms and
conditions must also be stated in the certificate
of stock representing said shares.
47. Redeemable Shares
Redeemable ( Callable) shares of stock which are
usually preferred are frequently issued subject to
redemption at the option of either the corporation, the
stockholder, or both, at a definite price representing
premium above the amount originally paid.
Redemption of Shares is Virtually a
Repurchase of Shares
A redemption by the corporation of its stock is, in a
sense, a repurchase of its cancellation. The present Code
allows redemption of shares even if there are no
unrestricted retained earnings on the books of the
corporation.
48. Retired or redeemed shares, cannot be
reclassified
Retired or redeemed preferred shares cannot be
reclassified into common shares considering that
upon redemption, they lose their status as
outstanding or unissued authorized capital stock.
Sinking Fund
Sinking Fund refers to a fund set-up by the
corporation where cash is gradually set aside in
order to accumulate the amount necessary to meet
the redemption price of redeemable shares of
specified dates in the future.
49. Sec. 9. Treasury Shares
Treasury shares are shares of stock which
have been issued and fully paid for, but
subsequently reacquired by the issuing
corporation by purchase, redemption,
donation or through some other lawful
means. Such share may again be disposed of
for a reasonable price fixed by the board of
directors.
Treasury shares carry no voting rights or right as
to dividends or distributions.
50. Treasury Shares are not outstanding
shares
Treasury shares are issued shares, but being in the
treasury they do not have the status of outstanding
shares.
Treasury Shares do not revert to
unissued shares
Treasury shares do not revert to the unissued
shares of the corporation but are regarded as
property acquired by the corporation w/c may be
reissued or sold by the corporation at a price to be
fixed by the Board of Directors.
53. Issuance of certificate
IT IS THE CERTIFICATE OF
INCORPORATION THAT GIVES
JURIDICAL PERSONALITY TO A
CORPORATION AND PLACES IT
WITHIN THE JURISDICTION OF
THE SEC.
54. SECTION.10
NUMBER AND QUALIFICATIONS OF
INCORPORATORS
COMPOSE OF 5-15 NATURAL PERSONS
LEGAL AGE
MAJORITY OF WHOM ARE RESIDENTS OF
THE PHILIPPINES
MUST OWN OR BE A SUBSCRIBER TO AT
LEAST ONE SHARE OF THE CAPITAL STOCK
55. SECTION.11
A CORPORATION SHALL EXIST FOR
A PERIOD NOT EXCEEDING FIFTY
(50) YEARS.
UNLESS: SOONER DISSOLVED
SAID PERIOD IS EXTENDED
56. SECTION.12
MINIMUM CAPITAL STOCK REQUIRED
OF STOCK CORPORATIONS
SHALL NOT BE REQUIRED TO HAVE ANY
MINIMUM AUTHORIZED CAPITAL STOCK
57. SECTION.13
AMOUNT OF CAPITAL STOCK TO BE
SUBSCRIBED AND PAID FOR PURPOSE OF
INCORPORATION
25% AUTHORIZED CAPITAL STOCK MUST
BE SUBSCRIBED
25% OF 25% AUTHORIZED STOCK MUST BE
PAID UPON SUBSCRIPTION
59. SECTION 15
FORM OF ARTICLES OF
INCORPORATION
UNLESS OTHERWISE PRESCRIBED BY
SPECIAL LAW, ARTICLES OF
INCORPORATION OF ALL DOMESTIC
CORPORATIONS SHALL COMPLY
SUBSTANTIALLY WITH THE PRESCRIBED
FORM.
60. SECTION 15
The Articles of Incorporation of all corporations
organized in accordance with the Corporation Code
written in any of the official languages (English or
Filipino) signed and acknowledged by not less than
five nor more than fifteen natural persons before a
notary public.
61. Contents of Articles of Incorporation
1. The name of the corporation
2. Specific purpose or purposes
3. Principal office of the corporation
4. Term of existence of corporation
5. Names, nationalities, and residences of incorporators
6. Number of directors or trustees
7. Names, nationalities and residences of directors or trustees
8. Amount of authorized capital stock
9. Non-stock corporation
10. Inclusions of other matters (Sworn statement of treasurer,
Property as subscription payment; SEC policy, Papers to
accompany articles with SEC)
62. Papers to accompany articles with SEC
1. A VERIFICATION SLIP
2. WRITTEN UNDERTAKING TO CHANGE
CORPORATE NAME
3. SWORN STATEMENT OF ASSETS AND
LIABILITIES
4. BANK CERTIFICATE OF DEPOSIT
5. WRITTEN AUTHORITY TO VERIFY BANK
DEPOSIT
6. TAXPAYER ACCOUNT NUMBER OF THE
INCORPORATORS
7. REGISTRATION DATA SHEET
63. SECTION 16
amendment of articles of incorporation
change of corporate name
extension of term of the corporation
change in classes or series of shares
change in rights, privileges or restictions in share
ownership
increase or decrease in the number of directors
change in purpose or purposes and other necessary
changes
64. SECTION 17
GROUNDS WHEN ARTICLES OF
INCORPORATION OR
AMENDMENT MAY BE
REJECTED OR DISAPPROVED
65. SECTION 17
AOI or any amendment is not substantially in
accordance with the form prescribed
Purposes of the corporation are patently
unconstitutional, illegal, immoral or contrary to
the government rules and regulations
Treasurer’s Affidavit concerning the amount of
capital stock subscribed and/or paid is false
Required % of ownership of the capital stock to
be owned by citizens of the Philippines has not
been complied with as required by existing laws
or the Constitution
66. SECTION 18
Corporate name
No corporate name may be allowed by the
SEC if the proposed name is identical or
deceptively or confusingly similar to that of any
existing corporation or to any other name
already protected by law or its patently
deceptive, confusing or contrary to existing
laws. When a change in the corporate name is
approved, the Commission shall issue an
amended certificate of incorporation under the
amended name.
67. SECTION 19
Commencement of corporate existence
A private corporation formed or organized
under this Code commences to have corporate
existence and juridical personality and is deemed
incorporated from the date the SEC issues a
certificate of incorporation under its official seal;
68. SECTION 20
De Facto corporations
The due incorporation of any corporation
claiming in good faith to be a corporation under
this Code, and its right to exercise corporate
powers, shall not be inquired into collaterally in
any private suit to which such corporation may be
a party. Such inquiry may be made by the Solicitor
General in a quo warranto proceeding.
69. SECTION 21
Corporation by estoppel
All persons who assume to act as a corporation
knowing it to be without 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 any such ostensible
corporation or on any tort committed by it as such, it
shall not be allowed to use as a defense its lack of
corporate personality.
One who assumes an obligation to an ostensible
corporation as such, cannot resist performance
thereof on the ground that there was in fact no
corporation.
70. SECTION 22
Effects of non-use of corporate charter and
continuous inoperation of a corporation
If a corporation does not formally organize and
commence the transaction of its business or the
construction of its works within 2 years from the date
of its incorporation, its corporate powers cease and the
corporation shall be deemed dissolved. However, if a
corporation has commenced the transaction of its
business but subsequently becomes continuously
inoperative for a period of 5 years, the same shall be
ground for suspension or revocation of its corporate
franchise or certificate of incorporation.