corporation code

What are two special functions of the Corporate Secretary in a One Person Corporation related to the single stockholder’s status?

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What are two special functions of the Corporate Secretary in a One Person Corporation related to the single stockholder’s status? The corporate secretary in a One Person Corporation has special functions beyond typical secretarial duties related to the single stockholder’s status (SEC. 123, Revised Corporation Code of the Philippines). They are responsible for notifying the […]

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What is the purpose of designating a nominee and an alternate nominee in a One Person Corporation?

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What is the purpose of designating a nominee and an alternate nominee in a One Person Corporation? The single stockholder must designate both a nominee and an alternate nominee, and their purpose is to ensure the continuity of management (SEC. 124, Revised Corporation Code of the Philippines). These individuals shall, in the event of the

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What is the liability rule applied to a sole shareholder of an OPC regarding corporate debts?

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What is the liability rule applied to a sole shareholder of an OPC regarding corporate debts? A sole shareholder of a One Person Corporation who claims limited liability bears the affirmative burden of proving that the corporation was adequately financed (SEC. 130, Revised Corporation Code of the Philippines). If the single stockholder cannot prove that

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What must legal heirs do within sixty (60) days after the transfer of shares following the death of an OPC’s single stockholder?

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What must legal heirs do within sixty (60) days after the transfer of shares following the death of an OPC’s single stockholder? In the event of the death of the single stockholder, the nominee or alternate nominee must transfer the shares to the designated legal heir or estate within seven (7) days of receiving the

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What is the procedure for voluntary dissolution when no creditors are affected?

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What is the procedure for voluntary dissolution when no creditors are affected? Voluntary dissolution where no creditors are prejudiced requires approval by a majority vote of the board of directors or trustees (SEC. 134, Revised Corporation Code of the Philippines). This must be followed by a resolution adopted by the affirmative vote of the stockholders

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What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation?

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What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation? A stockholder of a close corporation may compel the corporation to purchase their shares at fair value, which must be not less than the par or issued value, only when the corporation

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When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth?

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When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth? If the dissolution may prejudice the rights of any creditor, a verified petition for dissolution must be filed with the SEC, signed by a majority of the board of directors or trustees (SEC. 135,

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What are the requirements for the number and term of trustees for an educational institution organized as a nonstock corporation?

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What are the requirements for the number and term of trustees for an educational institution organized as a nonstock corporation? Trustees of educational institutions organized as nonstock corporations shall be not less than five (5) nor more than fifteen (15), provided that the total number of trustees must be in multiples of five (5) (SEC.

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How does dissolution take effect when the corporate term is shortened?

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How does dissolution take effect when the corporate term is shortened? A voluntary dissolution may be effected by amending the articles of incorporation specifically to shorten the corporate term (SEC. 136, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC for approval. Upon the expiration of

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What restrictions apply to the place of meetings for members of a nonstock corporation?

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What restrictions apply to the place of meetings for members of a nonstock corporation? While the bylaws may authorize members of a nonstock corporation to hold their regular or special meetings at any place, even outside the principal office of the corporation, a specific geographic restriction remains (SEC. 92, Revised Corporation Code of the Philippines).

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