Consolidation

What documentation must the articles of merger or consolidation include regarding the financial status of the constituent companies?

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What documentation must the articles of merger or consolidation include regarding the financial status of the constituent companies? The articles of merger or consolidation, executed after stockholder approval, must include specific financial and accounting details for each constituent corporation (SEC. 77, Revised Corporation Code of the Philippines). These articles must set forth the carrying amounts […]

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What officer positions are automatically assumed by the single stockholder in a One Person Corporation?

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What officer positions are automatically assumed by the single stockholder in a One Person Corporation? In a One Person Corporation, the single stockholder shall automatically be the sole director and president of the corporation (SEC. 121, Revised Corporation Code of the Philippines). This consolidation of directorial and executive power is a hallmark of the OPC

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What vote is required from the boards and the stockholders for the approval of a plan of merger or consolidation?

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What vote is required from the boards and the stockholders for the approval of a plan of merger or consolidation? Upon the board of directors or trustees of each constituent corporation approving the plan of merger or consolidation by a majority vote, the plan must then be submitted for approval to the owners (SEC. 76,

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What is the final step for a merger or consolidation to become legally effective?

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What is the final step for a merger or consolidation to become legally effective? The articles of merger or consolidation, after being signed and certified by the constituent corporations, must be submitted to the SEC for its approval (SEC. 78, Revised Corporation Code of the Philippines). If the corporations involved are special corporations (such as

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What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations?

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What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations? Upon the effectiveness of the merger or consolidation, the surviving or consolidated corporation shall possess all the rights, privileges, immunities, and franchises of each constituent corporation (SEC. 79, Revised Corporation Code of the Philippines). All real and

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