corporate law

Describe the procedure and timing for conducting a delinquency sale.

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Describe the procedure and timing for conducting a delinquency sale. The board of directors initiates a delinquency sale by resolution, which must specifically state the amount due on each subscription, including all accrued interest (SEC. 67, Revised Corporation Code of the Philippines). The resolution must also fix the date, time, and place of the sale, […]

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What is the effect of a dissenting stockholder’s demand for payment on their corporate rights, and when are those rights restored?

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What is the effect of a dissenting stockholder’s demand for payment on their corporate rights, and when are those rights restored? From the moment the demand for payment of the fair value of shares is made until either the corporate action is abandoned or the corporation purchases the shares, all rights accruing to such shares,

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Who is the winning bidder at a delinquency sale, and how are the resulting shares transferred?

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Who is the winning bidder at a delinquency sale, and how are the resulting shares transferred? The delinquent stock is sold at public auction to the bidder who offers to pay the full amount of the balance due, together with accrued interest, costs of advertisement, and expenses of sale, for the smallest number of shares

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What are the necessary conditions and deadline for a court action seeking to question a delinquency sale?

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What are the necessary conditions and deadline for a court action seeking to question a delinquency sale? No action to recover delinquent stock sold can be sustained on the ground of irregularity or defect in the notice or in the sale itself, unless the party first pays or tenders to the current holder the sum

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What stockholder rights are suspended for the holder of delinquent stock?

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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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What is the procedure for a registered owner to obtain a new certificate of stock to replace one that is lost, stolen, or destroyed?

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What is the procedure for a registered owner to obtain a new certificate of stock to replace one that is lost, stolen, or destroyed? The registered owner or their legal representative must first file an affidavit in triplicate with the corporation, detailing, if possible, the circumstances of the loss, the number of shares, the serial

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What must a corporation carefully preserve at its principal office regarding records and resolutions?

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What must a corporation carefully preserve at its principal office regarding records and resolutions? Every corporation is mandated to keep and carefully preserve at its principal office a range of important information relating to its operations (SEC. 73, Revised Corporation Code of the Philippines). This includes a record of all business transactions, ensuring a complete

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What confidentiality rules bind a party inspecting or reproducing corporate records?

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What confidentiality rules bind a party inspecting or reproducing corporate records? The inspecting or reproducing party, whether a director, trustee, stockholder, or member, shall remain bound by confidentiality rules under prevailing laws (SEC. 73, Revised Corporation Code of the Philippines). These binding laws include specific statutes like Republic Act No. 8293, the Intellectual Property Code,

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What constitutes a valid defense for an officer or agent who refuses to allow the inspection of corporate records?

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What constitutes a valid defense for an officer or agent who refuses to allow the inspection of corporate records? It shall be a valid defense to any action concerning refusal to allow inspection that the person demanding to examine the records has improperly used any information secured through any prior examination of the records of

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What information must be contained in the Stock and Transfer Book?

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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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