What is the term of existence for corporations formed prior to the effectivity of this Code? Corporations with certificates of incorporation issued prior to the Revised Corporation Code’s effectivity, and which continue to exist, are granted perpetual existence by default (SEC. 11, Revised Corporation Code of the Philippines). These existing corporations are given a choice, […]
Under what conditions may a corporation whose term has expired apply for revival? A corporation whose specific term has expired may apply for the revival of its corporate existence, subject to fulfilling existing duties, debts, and liabilities prior to revival (SEC. 11, Revised Corporation Code of the Philippines). Upon the SEC’s approval, the corporation is
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What is the requirement regarding minimum capital stock for stock corporations? Stock corporations are generally not required to have a minimum capital stock (SEC. 12, Revised Corporation Code of the Philippines). This provision liberalizes the capital requirements for most industries, making incorporation more accessible. However, this general rule has an explicit exception: a minimum capital
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What details regarding capital structure must a stock corporation’s Articles of Incorporation set forth? If the corporation is a stock corporation, its Articles of Incorporation must detail the amount of its authorized capital stock, the number of shares into which this capital stock is divided, and the par value of each share (SEC. 13, Revised
How must amendments to the Articles of Incorporation be indicated upon filing? Amendments to the articles of incorporation must be clearly indicated by underscoring the change or changes made to the text (SEC. 15, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC, duly certified under
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Name two specific grounds upon which the SEC may disapprove the Articles of Incorporation. One ground for disapproval is if the Articles of Incorporation or any amendment thereto is not substantially in accordance with the form prescribed in the Code (SEC. 16, Revised Corporation Code of the Philippines). Another critical ground is if the purpose
Under what conditions is a corporate name considered not distinguishable from an existing name? A corporate name is considered not distinguishable if it contains generic additions such as the word “corporation”, “company”, “incorporated”, “limited”, “limited liability”, or an abbreviation of one of such words (SEC. 17, Revised Corporation Code of the Philippines). Similarly, a name
When does the corporate existence and juridical personality of a private corporation commence? The corporate existence and juridical personality of a private corporation organized under this Code commence from the date the SEC issues the certificate of incorporation under its official seal (SEC. 18, Revised Corporation Code of the Philippines). Prior to this, the incorporators
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
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What is the liability of persons who act as a corporation without proper authority? All persons who assume to act as a corporation knowing they lack the authority to do so shall be liable as general partners for any resulting debts, liabilities, and damages incurred (SEC. 20, Revised Corporation Code of the Philippines). This imposition
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