corporate law

What is the distinction between a corporator and an incorporator?

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What is the distinction between a corporator and an incorporator? Corporators are generally defined as all individuals who compose a corporation, whether they hold shares in a stock corporation or are merely members in a nonstock corporation (SEC. 5, Revised Corporation Code of the Philippines). Incorporators, however, are a specific subset of corporators. They are […]

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What fundamental right must always be retained by at least one class of shares?

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What fundamental right must always be retained by at least one class of shares? While certain shares, such as preferred or redeemable shares, may be deprived of voting rights, the Code mandates that there shall always be a class or series of shares with complete voting rights (SEC. 6, Revised Corporation Code of the Philippines).

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On which fundamental corporate matters must nonvoting shares be entitled to vote?

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On which fundamental corporate matters must nonvoting shares be entitled to vote? Holders of nonvoting shares are granted the statutory right to vote on several fundamental corporate matters crucial to their economic interests (SEC. 6, Revised Corporation Code of the Philippines). These include the amendment of the articles of incorporation and the adoption or amendment

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Which specific financial corporations are prohibited from issuing no-par value shares?

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Which specific financial corporations are prohibited from issuing no-par value shares? The issuance of no-par value shares is strictly prohibited for several types of financial and public interest corporations (SEC. 6, Revised Corporation Code of the Philippines). Specifically, banks, trust, insurance, and preneed companies, along with public utilities and building and loan associations, cannot issue

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What is the minimum consideration and accounting treatment for no-par value shares?

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What is the minimum consideration and accounting treatment for no-par value shares? No-par value shares must be issued for a consideration of at least Five pesos (P5.00) per share (SEC. 6, Revised Corporation Code of the Philippines). This minimum consideration serves as a statutory floor for their issuance price. Crucially, the entire consideration received by

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What limitations are imposed on the exclusive voting rights granted to Founders’ Shares?

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What limitations are imposed on the exclusive voting rights granted to Founders’ Shares? The exclusive right granted to Founders’ Shares, allowing holders to vote and be voted for in the election of directors, is subject to a strict time limitation (SEC. 7, Revised Corporation Code of the Philippines). This exclusive right cannot exceed a period

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Under what condition may a corporation purchase its own redeemable shares despite the rule on retained earnings?

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Under what condition may a corporation purchase its own redeemable shares despite the rule on retained earnings? Redeemable shares are those which the corporation is authorized to purchase back from the holders upon the expiration of a fixed period (SEC. 8, Revised Corporation Code of the Philippines). Uniquely, this purchase may occur regardless of the

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What is the fundamental definition of a corporation under the Code?

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What is the fundamental definition of a corporation under the Code? A corporation is legally defined as an artificial being, meaning it is an entity distinct from its owners, which is established exclusively by the operation of law (SEC. 2, Revised Corporation Code of the Philippines). This entity is endowed with the right of succession,

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What are the two primary classes of corporations recognized by the Code?

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What are the two primary classes of corporations recognized by the Code? Corporations formed under this Code are broadly classified into either stock or nonstock corporations (SEC. 3, Revised Corporation Code of the Philippines). Stock corporations are uniquely characterized by having capital stock divided into shares, representing ownership interests. They are authorized to distribute dividends

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How are corporations created by special laws governed, relative to the Code?

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How are corporations created by special laws governed, relative to the Code? Corporations established by special laws or specific charters are primarily governed by the unique provisions contained within that special law or charter (SEC. 4, Revised Corporation Code of the Philippines). The Revised Corporation Code then serves a supplemental function to these primary provisions.

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