What is the general term limit for a voting trust agreement, and what is the exception? A voting trust agreement may be created by one or more stockholders to confer upon a trustee the right to vote and other rights pertaining to the shares for a period not exceeding five (5) years at any time […]
What is the general term limit for a voting trust agreement, and what is the exception? Read More »
What specific unlawful purposes are prohibited for entering into a voting trust agreement? No voting trust agreement shall be entered into for the purposes of circumventing the laws against anti-competitive agreements, abuse of dominant position, or anti-competitive mergers and acquisitions (SEC. 58, Revised Corporation Code of the Philippines). Furthermore, voting trusts are prohibited if their
What is the rule concerning the irrevocability of a pre-incorporation subscription? A subscription of shares in a corporation still to be formed, known as a pre-incorporation subscription, shall be irrevocable for a period of at least six (6) months from the date of subscription (SEC. 60, Revised Corporation Code of the Philippines). This irrevocability applies
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Name two types of consideration that are explicitly prohibited for the issuance of shares of stock. Stocks shall not be issued for a consideration less than their par or issued price, a principle known as prohibiting “watered stock” (SEC. 61, Revised Corporation Code of the Philippines). The Code then explicitly prohibits the issuance of shares
When consideration for stocks is other than cash, who determines the valuation, and whose approval is required? Where the consideration for the issuance of stock is something other than actual cash, such as property, or consists of intangible property like patents or copyrights, the initial valuation thereof is determined by the stockholders or the board
What is necessary for the valid transfer of shares of stock, besides the delivery of the certificate? Shares of stock are personal property and may be transferred by delivery of the certificate indorsed by the owner or their authorized representative (SEC. 62, Revised Corporation Code of the Philippines). However, no transfer shall be valid, except
From what source must the board of directors declare dividends, and in what forms may they be paid? The board of directors of a stock corporation is authorized to declare dividends only out of the unrestricted retained earnings of the corporation (SEC. 42, Revised Corporation Code of the Philippines). Dividends may be made payable in
What is the rule concerning the retention of surplus profits by stock corporations? Stock corporations are generally prohibited from retaining surplus profits in excess of one hundred percent (100%) of their paid-in capital stock (SEC. 42, Revised Corporation Code of the Philippines). This rule, known as the “improperly accumulated earnings tax” principle, encourages the distribution
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What are the general voting requirements for a corporation to enter into a management contract with another corporation? A corporation cannot conclude a management contract with another corporation unless the contract is approved by the board of directors and by stockholders owning at least the majority of the outstanding capital stock of both the managing
When must a management contract be approved by a two-thirds (2/3) vote of the managed corporation’s stockholders? A management contract requires approval by the stockholders of the managed corporation owning at least two-thirds (2/3) of the total outstanding capital stock entitled to vote under two specific scenarios (SEC. 43, Revised Corporation Code of the Philippines).
