corporate lawyer

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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What types of purposes may nonstock corporations be formed or organized for?

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What types of purposes may nonstock corporations be formed or organized for? Nonstock corporations may be formed or organized for a wide array of non-profit purposes (SEC. 87, Revised Corporation Code of the Philippines). These purposes include charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, or civic service. They may also be formed for

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What is the required supermajority vote to amend the articles of incorporation of a close corporation when deleting certain provisions?

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What is the required supermajority vote to amend the articles of incorporation of a close corporation when deleting certain provisions? Any amendment to the articles of incorporation that seeks to delete or remove any provision required by Title XII (Close Corporations), or to reduce a quorum or voting requirement previously stated in the articles, requires

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What is the default voting right of a member in a nonstock corporation?

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What is the default voting right of a member in a nonstock corporation? The right of members of any class to vote may be limited, broadened, or denied, provided this is explicitly specified in the articles of incorporation or the bylaws (SEC. 88, Revised Corporation Code of the Philippines). However, unless such voting rights are

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What must occur before the SEC exercises its power to arbitrate a deadlock in a close corporation?

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What must occur before the SEC exercises its power to arbitrate a deadlock in a close corporation? The SEC’s power to arbitrate a deadlock can be invoked only if the directors or stockholders are so divided on the management of the corporation’s business and affairs that the votes required for a corporate action cannot be

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