Professional Documents
Culture Documents
Manner of creation
Number of incorporators
Commencement of
juridical personality
Powers
Management
Effect of
mismanagement
Right of succession
Extent of liability
Transferability of interest
Term of existence
Firm name
Dissolution
Laws which govern
PRIVATE CORPORATIONS
ARE
1.
2.
PUBLIC CORPORATION
ARE:
1.
2.
3.
4.
Provinces
Cities
Municipalities
Barangays
CORPORATION WITH
MAJORITY OWNERS MUST
BE FILIPINO
COMPONENTS OF
CORPORATION
1.
2.
3.
4.
Corporators
Incorporators
Stockholders
Members
2.
3.
4.
5.
THREE OTHER
COMPONENTS
1.
2.
3.
Promoters
Subscribers
Underwriter
CAPITAL STOCKS
1.
Authorized capital stock
2.
Subscribed capital stock
3.
Outstanding capital stock
4.
Paid-up capital stock
5.
Unissued capital stock
6.
Legal capital
6.
7.
8.
9.
1.
2.
3.
4.
5.
6.
7.
8.
9.
1.
2.
3.
4.
5.
6.
7.
KINDS OF PREFERRED
SHARE
1.
2.
8.
Preferred as to assets in
case of liquidation
Preferred as to dividends
9.
KINDS OF PREFERRED
SHARE AS TO DIVIDENDS
1.
2.
3.
4.
5.
Cumulative PS
Non-cumulative PS
Participating PS
Non-participating PS
Cumulative-participating
PS
Promotion
Incorporation
Normal organization and
commencement of
business operations
QUALIFICATION OF
INCORPORATORS
1.
2.
3.
4.
Natural person
Capacity to contract
Residents of the
Philippines
Citizens of the
Philippines
Name of
corporation
Purpose of
corporation
Principal office of
corporation
Term of corporation
Names,
nationalities,
residences of
incorporators
Number of directors
Names,
nationalities,
residences of
directors
If stock corporationAmount of
authorized stock
if non-stock
corporation-amount
of capital and
Names,
nationalities,
residences of
contributor
If non-stock corporation:
1.
2.
must be a member
majority of the directors
must be a resident of the
Philippines
METHODS OF VOTING
1.
2.
3.
1.
2.
3.
governing body of
the corporation
binding effect of
stockholders action
extent of judicial
review
QUALIFICATION OF
DIRECTORS OR TRUSTEES
If stock corporation:
1.
2.
3.
4.
Straight voting
Cumulative voting
for one candidate
Cumulative voting
for distribution
CORPORATE OFFICERS
1.
2.
3.
4.
5.
President
Vice-president
Secretary
Treasurer
General manager
REQUISITES OF BOAR
MEETING
1.
2.
3.
4.
Meeting of directors
or trustees duly
assembled as a
board
Presence of quorum
Decision of majority
of quorum or
majority of entire
board
Meeting at the
place, time, manner
provided by the bylaws
QUORUM DEFINED
1.
2.
3.
DISQUALIFICATION OF
DIRECTORS/TRUSTEES
1.
POWERS OF BOARD OF
DIRECTORS
Corporation for
exploration,
development and
utilization of natural
resources
Public service
corporation
Educational
corporation
Banking corporation
Corporation
engaged in retail
trade
Rural banks
Corporation
engaged in
coastwise shipping
Corporation
engaged in the
pawnshop business
Under the flag law
CONTENTS OF ARTICLES
OF INCORPORATION
CLASSES OF SHARES IN
GENERAL
Stock corporation
Non-stock corporation
OTHER CLASSIFICATION OF
CORPORATION
1. Number Of Person Who
Composed
-Corporation
Aggregate
-Corporation Sole
2.Religious or not
-Ecclesiastical
-Lay
3.Charitable or not
-Eleemosynary
-civil
4.Which Country
-Domestic
-foreign
5.Legal right to corporate
existence
-De jure
-De facto
6.Open to public or not
-Close
-Open
7.Relation to other
Corporation
-Parent or Holding
-Subsidiary
8.True sense or Limited sense
-True
-Quasi
-Corporation by prescription
-corporation by estoppels
9.Public or Private
-Public
-Private
Owner/subscriber of
atleast one share
1.
CLASSIFICATION OF
CORPORATIONS
1.
2.
Governmentowned/controlled
corporation
Quasi-public corporations
5.
2.
Not convicted by
final judgment of an
offense punishable
by imprisonment for
a period exceeding
six years
Do not violate
corporation code for
prior 5 years from
election
Shareholders/memb
ers*
Member of directors
CONTRACT OF
CORPORATION WITH THE
DIRECTOR OR TRUSTEES IS
VALID IF:
1. That the presence of such
director or trustee in the
board meeting in which the
contract was approved was
not necessary to constitute a
quorum for such meeting;
RELATIVE POWERS OF
CORPORATION
1.
2.
CLASSIFICATION OF
CORPORATE POWERS
1. Those expressly grated or
authorized by law
2. Those that is necessary to
the exercise of the express or
incidental power
3. Those incidental to its
existence
IMPLIED POWERS OF
CORPORATION
1.
2.
3.
4.
5.
WHY CORPORATION
ACQUIRES ITS OWN
SHARE?
1.
2.
3.
4.
Elimination of fractional
share
Satisfaction of
indebtedness to
corporation
Payment of share of
dissenting or
withdrawing stockholders
Other cases
CONDITIONS IN ACQUIRING
OWN SHARES
1.
2.
3.
4.
5.
CLASSES OF DIVIDENDS
1.
2.
3.
4.
5.
6.
7.
8.
Cash dividend
Property dividend
Stock dividend
Optional dividend
Composite dividend
Scrip dividend
Bond dividend
Cumulative
dividend
9.
Liquidating dividend
10. Preferred dividend
3.
2.
3.
4.
5.
6.
1.
2.
1.
2.
4.
5.
6.
7.
8.
9.
10.
11.
Regular
Special
12.
REQUISITES OF VALID
MEETINGS
1.
2.
3.
4.
5.
13.
14.
15.
16.
REQUISITES OF NOTICE OF
MEETINGS
1.
2.
3.
4.
CONTENTS OF BY-LAWS
3.
KINDS OF MEETING
VALIDITY OF BY-LAWS
1.
2.
5.
6.
To amend the
articles of
17.
18.
19.
20.
PRESIDING OFFICER AT
MEETINGS
1.
President/chairman/vicechairman
2.
Stockholder or member
in a temporary capacity
3.
Stockholder or member
chosen
MANNER OF VOTING
1.
2.
Directly
Indirectly
By means of proxies
By a trustee under a
voting trust agreement
By executors,
administrators, receivers,
or other legal
representative appointed
by court
HOW PARTICIPATION IN
CORPORATION ACQUIRED
If stock corporation
By subscription contract
with an existing
corporation for the
acquisition of unissued
share
By purchase from the
corporation of treasury
share
By transfer from a
previous stockholder of
the outstanding share or
existing subscription to
share
If non-stock corporation
3.
4.
5.
6.
SOURCE OF CORPORATE
CAPITAL
1.
2.
3.
Funds furnish by
shareholder
Borrowings
Profits and stock
dividends
DIFFERENT MODE BY
SHARE MAY ISSUED
1.
By subscription
before and after
2.
3.
4.
incorporation, to
original, unissued
stock
By sale of treasury
stock after
incorporation for
money, property, or
service
By subscription to
new stock
By making a stock
dividend
MODES OF STOCK
TRANSFER
1.
2.
3.
Endorsement and
delivery of stock
certificate
Transfer in a
separate instrument
Judicial or extrajudicial settlement
of the estate