corporate law

What must a corporation sole do before it can sell or mortgage real property held by it?

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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 three provisions must the articles of incorporation of a close corporation contain regarding its stock?

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What three provisions must the articles of incorporation of a close corporation contain regarding its stock? A close corporation is defined as one whose articles of incorporation provide three specific restrictions regarding its issued stock (SEC. 95, Revised Corporation Code of the Philippines). First, all the corporation’s issued stock of all classes, exclusive of treasury

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What are the four types of entities that are prohibited from being incorporated as a close corporation.

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What are the four types of entities that are prohibited from being incorporated as a close corporation. Although any corporation may generally be incorporated as a close corporation, several specific types of entities are explicitly excluded (SEC. 95, Revised Corporation Code of the Philippines). These prohibitions apply to mining or oil companies and stock exchanges.

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Where must restrictions on the transfer of shares in a close corporation appear to be binding on a purchaser in good faith?

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Where must restrictions on the transfer of shares in a close corporation appear to be binding on a purchaser in good faith? Restrictions on the right to transfer shares in a close corporation must appear in three mandatory locations to be binding on any purchaser in good faith (SEC. 97, Revised Corporation Code of the

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What legal mechanism is required for a restriction on share transfer in a close corporation to avoid being considered overly burdensome?

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What legal mechanism is required for a restriction on share transfer in a close corporation to avoid being considered overly burdensome? The restrictions imposed on share transfer in a close corporation shall not be more onerous than granting the existing stockholders or the corporation the option to purchase the shares of the transferring stockholder (SEC.

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What are the consequences if stock in a close corporation is issued or transferred in breach of a qualifying condition stated conspicuously on the certificate?

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What are the consequences if stock in a close corporation is issued or transferred in breach of a qualifying condition stated conspicuously on the certificate? If a stock is issued or transferred in breach of a conspicuously stated qualifying condition, the transferee is conclusively presumed to have notice of the fact of the ineligibility to

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What agreement provision relating to corporate affairs is permitted among stockholders of a close corporation that would normally be restricted?

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What agreement provision relating to corporate affairs is permitted among stockholders of a close corporation that would normally be restricted? A written agreement among some or all of the stockholders in a close corporation is explicitly permitted to relate to the conduct of the business and affairs of the corporation (SEC. 99, Revised Corporation Code

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Under what condition is a board meeting in a close corporation considered unnecessary or improperly held but still deemed valid?

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Under what condition is a board meeting in a close corporation considered unnecessary or improperly held but still deemed valid? Unless the bylaws provide otherwise, any action taken by the directors of a close corporation without a meeting called properly and with due notice shall nevertheless be deemed valid under four specific conditions (SEC. 100,

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What is the fundamental definition of a nonstock corporation regarding its income?

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What is the fundamental definition of a nonstock corporation regarding its income? For the purposes of this Code, a nonstock corporation is fundamentally defined as one where no part of its income is distributable as dividends to its members, trustees, or officers (SEC. 86, Revised Corporation Code of the Philippines). This principle remains true even

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What is the extent of the preemptive right of stockholders in a close corporation?

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What is the extent of the preemptive right of stockholders in a close corporation? The preemptive right of stockholders in a close corporation is broader than in an ordinary stock corporation (SEC. 101, Revised Corporation Code of the Philippines). In a close corporation, this right shall extend to all stock to be issued, including the

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