When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth? If the dissolution may prejudice the rights of any creditor, a verified petition for dissolution must be filed with the SEC, signed by a majority of the board of directors or trustees (SEC. 135, […]
What are the requirements for the number and term of trustees for an educational institution organized as a nonstock corporation? Trustees of educational institutions organized as nonstock corporations shall be not less than five (5) nor more than fifteen (15), provided that the total number of trustees must be in multiples of five (5) (SEC.
How does dissolution take effect when the corporate term is shortened? A voluntary dissolution may be effected by amending the articles of incorporation specifically to shorten the corporate term (SEC. 136, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC for approval. Upon the expiration of
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Who is authorized to form a corporation sole, and for what purpose? A corporation sole may be formed by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of any religious denomination, sect, or church (SEC. 108, Revised Corporation Code of the Philippines). The specific purpose of forming this unique corporate entity is
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What is the maximum deadline for withdrawing a request for voluntary dissolution (where no creditors are affected)? A withdrawal of the request for dissolution must be made in writing, duly verified by an incorporator, director, trustee, shareholder, or member (SEC. 137, Revised Corporation Code of the Philippines). The withdrawal must be submitted no later than
What are the initial two steps required for the distribution of assets during the dissolution of a nonstock corporation? The distribution process begins by mandating that all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made for these obligations (SEC. 93, Revised Corporation Code of the
How are assets received for specific purposes (charitable, religious) but not subject to return distributed upon nonstock dissolution? Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, benevolent, educational, or similar purposes, but not held upon a condition requiring return, must be transferred to specific similar organizations
What three provisions must the articles of incorporation of a close corporation contain regarding its stock? A close corporation is defined as one whose articles of incorporation provide three specific restrictions regarding its issued stock (SEC. 95, Revised Corporation Code of the Philippines). First, all the corporation’s issued stock of all classes, exclusive of treasury
What are the four types of entities that are prohibited from being incorporated as a close corporation. Although any corporation may generally be incorporated as a close corporation, several specific types of entities are explicitly excluded (SEC. 95, Revised Corporation Code of the Philippines). These prohibitions apply to mining or oil companies and stock exchanges.
Where must restrictions on the transfer of shares in a close corporation appear to be binding on a purchaser in good faith? Restrictions on the right to transfer shares in a close corporation must appear in three mandatory locations to be binding on any purchaser in good faith (SEC. 97, Revised Corporation Code of the
