corporation code

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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What is the general rule regarding the transferability of membership and rights in a nonstock corporation?

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What is the general rule regarding the transferability of membership and rights in a nonstock corporation? The general rule established by the Code is that membership in a nonstock corporation, along with all rights arising therefrom, are personal and non-transferable (SEC. 89, Revised Corporation Code of the Philippines). This rule distinguishes nonstock membership from share

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What are the four remedial orders the SEC may issue when arbitrating a close corporation deadlock?

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What are the four remedial orders the SEC may issue when arbitrating a close corporation deadlock? When arbitrating a deadlock, the SEC has broad authority to make appropriate orders to resolve the dispute (SEC. 103, Revised Corporation Code of the Philippines). The SEC may order the cancellation or alteration of any provision contained in the

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What is the effect of the termination of membership in a nonstock corporation?

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What is the effect of the termination of membership in a nonstock corporation? Termination of membership in a nonstock corporation is carried out in the manner and for the causes provided in the articles of incorporation or the bylaws (SEC. 90, Revised Corporation Code of the Philippines). Upon termination, the membership shall extinguish all rights

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What are the requirements concerning the number and term of office for trustees in nonstock corporations?

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What are the requirements concerning the number and term of office for trustees in nonstock corporations? The number of trustees in a nonstock corporation shall be fixed in the articles of incorporation or bylaws, and this number may or may not be more than fifteen (15) (SEC. 91, Revised Corporation Code of the Philippines). Trustees

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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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