What restrictions apply to the SEC when publishing findings or information concerning a violation? The SEC is authorized to investigate and publish its findings, orders, opinions, advisories, or information concerning any alleged violation of the Code or its regulations (SEC. 154, Revised Corporation Code of the Philippines). However, this publication power is explicitly subject to […]
What mandatory documentation must accompany the articles of incorporation of a corporation sole upon filing with the SEC? The articles of incorporation for a corporation sole must be verified by affidavit or affirmation of the chief archbishop, bishop, priest, minister, rabbi, or presiding elder (SEC. 110, Revised Corporation Code of the Philippines). This document must
What must a corporation sole do before it can sell or mortgage real property held by it? A corporation sole may purchase and hold real and personal property for its church or benevolent purposes, and it may receive bequests or gifts for such purposes (SEC. 111, Revised Corporation Code of the Philippines). However, before it
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What financial requirement is imposed on a single stockholder who acts as the self-appointed treasurer of an OPC? The single stockholder of a One Person Corporation may, in certain cases, appoint themselves as the treasurer of the corporation (SEC. 122, Revised Corporation Code of the Philippines). If the single stockholder is the self-appointed treasurer, they
What restrictions apply to the place of meetings for members of a nonstock corporation? While the bylaws may authorize members of a nonstock corporation to hold their regular or special meetings at any place, even outside the principal office of the corporation, a specific geographic restriction remains (SEC. 92, Revised Corporation Code of the Philippines).
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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 information must be contained in the Stock and Transfer Book? Stock corporations must keep a stock and transfer book, which contains a record of all stocks in the names of the stockholders, arranged alphabetically (SEC. 73, Revised Corporation Code of the Philippines). This book must detail the installments paid and unpaid on all subscribed
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What financial condition must be met before a certificate of stock can be issued to a subscriber? No certificate of stock shall be issued to a subscriber until the full amount of the subscription has been paid (SEC. 63, Revised Corporation Code of the Philippines). In addition to the principal subscription amount, any interest and
What stockholder rights are suspended for the holder of delinquent stock? No delinquent stock shall be voted for, be entitled to vote, or be represented at any stockholder’s meeting (SEC. 70, Revised Corporation Code of the Philippines). Consequently, the holder of delinquent stock is also denied any of the rights of a stockholder that are
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