How is the due incorporation of a de facto corporation challenged?
The due incorporation of any corporation claiming in good faith to be a de facto corporation 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 (SEC. 19, Revised Corporation Code of the Philippines). This doctrine protects corporations that failed to comply strictly with all legal requirements but attempted to incorporate in good faith. Any formal inquiry into the legitimacy of the incorporation and the right to exercise corporate powers can only be made by the Solicitor General in a quo warranto proceeding. This method restricts who and how the corporate status can be challenged, channeling such issues to a direct governmental action.
02 November 2025
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