corporate lawyer

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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When is the deadline for a corporation to furnish a stockholder with its most recent financial statement upon written request?

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When is the deadline for a corporation to furnish a stockholder with its most recent financial statement upon written request? A corporation is mandated to furnish a stockholder or member with its most recent financial statement within ten (10) days from receipt of their written request (SEC. 74, Revised Corporation Code of the Philippines). The

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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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Name two reports or statements that the board of directors must endeavor to present at each regular meeting.

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Name two reports or statements that the board of directors must endeavor to present at each regular meeting. At each regular meeting, the board must endeavor to present a detailed, descriptive, balanced, and comprehensible assessment of the corporation’s performance, including information on any material change in business or strategy (SEC. 49, Revised Corporation Code of

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