Name two specific grounds upon which the SEC may disapprove the Articles of Incorporation. One ground for disapproval is if the Articles of Incorporation or any amendment thereto is not substantially in accordance with the form prescribed in the Code (SEC. 16, Revised Corporation Code of the Philippines). Another critical ground is if the purpose […]
Under what conditions is a corporate name considered not distinguishable from an existing name? A corporate name is considered not distinguishable if it contains generic additions such as the word “corporation”, “company”, “incorporated”, “limited”, “limited liability”, or an abbreviation of one of such words (SEC. 17, Revised Corporation Code of the Philippines). Similarly, a name
When does the corporate existence and juridical personality of a private corporation commence? The corporate existence and juridical personality of a private corporation organized under this Code commence from the date the SEC issues the certificate of incorporation under its official seal (SEC. 18, Revised Corporation Code of the Philippines). Prior to this, the incorporators
How is the due incorporation of a de facto corporation challenged? The due incorporation of any corporation claiming in good faith to be a de facto corporation and its right to exercise corporate powers shall not be inquired into collaterally in any private suit to which such corporation may be a party (SEC. 19, Revised
How is the due incorporation of a de facto corporation challenged? Read More »
What is the liability of persons who act as a corporation without proper authority? All persons who assume to act as a corporation knowing they lack the authority to do so shall be liable as general partners for any resulting debts, liabilities, and damages incurred (SEC. 20, Revised Corporation Code of the Philippines). This imposition
What is the liability of persons who act as a corporation without proper authority? Read More »
What are the consequences if a corporation fails to formally organize and commence business? If a corporation fails to formally organize and commence its business within five (5) years from the date of its incorporation, its certificate of incorporation is automatically deemed revoked (SEC. 21, Revised Corporation Code of the Philippines). This revocation takes effect
What procedure is followed if a corporation commences business but becomes continuously inoperative? If a corporation has commenced its business but subsequently becomes inoperative for a period of at least five (5) consecutive years, the SEC may place it under delinquent status after due notice and hearing (SEC. 21, Revised Corporation Code of the Philippines).
What are the fundamental roles and responsibilities of the board of directors or trustees? The board of directors or trustees is vested with the power to exercise the corporate powers, which are the fundamental legal capabilities of the entity (SEC. 22, Revised Corporation Code of the Philippines). The board is also responsible for conducting all
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
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
What is the distinction between a corporator and an incorporator? Read More »
