corporate law

How are assets received for specific purposes (charitable, religious) but not subject to return distributed upon nonstock dissolution?

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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 […]

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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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What financial condition must be met before a certificate of stock can be issued to a subscriber?

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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

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What are the four instances where a stockholder of a corporation may exercise the right of appraisal?

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What are the four instances where a stockholder of a corporation may exercise the right of appraisal? A stockholder is granted the right to dissent and demand payment of the fair value of their shares in four primary instances (SEC. 80, Revised Corporation Code of the Philippines). These include cases where an amendment to the

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What is the liability imposed on directors or officers for issuing watered stocks?

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What is the liability imposed on directors or officers for issuing watered stocks? A director or officer who consents to the issuance of stocks for a consideration less than its par or issued value is personally liable for the difference (SEC. 64, Revised Corporation Code of the Philippines). Liability also extends to those who consent

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How must a dissenting stockholder exercise the right of appraisal, and what is the deadline?

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How must a dissenting stockholder exercise the right of appraisal, and what is the deadline? A dissenting stockholder who votes against the proposed corporate action must exercise the right of appraisal by making a written demand on the corporation for the payment of the fair value of shares held (SEC. 81, Revised Corporation Code of

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How is the interest rate determined for unpaid subscriptions, and what is the penalty for failure to pay the subscription balance when due?

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How is the interest rate determined for unpaid subscriptions, and what is the penalty for failure to pay the subscription balance when due? Subscribers are liable to the corporation for interest on all unpaid subscriptions from the date of subscription, provided this interest is stipulated in the subscription contract (SEC. 65, Revised Corporation Code of

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What happens if a corporation and a withdrawing stockholder cannot agree on the fair value of shares during the appraisal process?

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What happens if a corporation and a withdrawing stockholder cannot agree on the fair value of shares during the appraisal process? If the withdrawing stockholder and the corporation fail to agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the value must be determined and

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