What are the four types of entities that are prohibited from being incorporated as a close corporation. Although any corporation may generally be incorporated as a close corporation, several specific types of entities are explicitly excluded (SEC. 95, Revised Corporation Code of the Philippines). These prohibitions apply to mining or oil companies and stock exchanges. […]
Where must restrictions on the transfer of shares in a close corporation appear to be binding on a purchaser in good faith? Restrictions on the right to transfer shares in a close corporation must appear in three mandatory locations to be binding on any purchaser in good faith (SEC. 97, Revised Corporation Code of the
What financial condition must be met before a certificate of stock can be issued to a subscriber? No certificate of stock shall be issued to a subscriber until the full amount of the subscription has been paid (SEC. 63, Revised Corporation Code of the Philippines). In addition to the principal subscription amount, any interest and
What are the four instances where a stockholder of a corporation may exercise the right of appraisal? A stockholder is granted the right to dissent and demand payment of the fair value of their shares in four primary instances (SEC. 80, Revised Corporation Code of the Philippines). These include cases where an amendment to the
What is the liability imposed on directors or officers for issuing watered stocks? A director or officer who consents to the issuance of stocks for a consideration less than its par or issued value is personally liable for the difference (SEC. 64, Revised Corporation Code of the Philippines). Liability also extends to those who consent
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How must a dissenting stockholder exercise the right of appraisal, and what is the deadline? A dissenting stockholder who votes against the proposed corporate action must exercise the right of appraisal by making a written demand on the corporation for the payment of the fair value of shares held (SEC. 81, Revised Corporation Code of
How is the interest rate determined for unpaid subscriptions, and what is the penalty for failure to pay the subscription balance when due? Subscribers are liable to the corporation for interest on all unpaid subscriptions from the date of subscription, provided this interest is stipulated in the subscription contract (SEC. 65, Revised Corporation Code of
What happens if a corporation and a withdrawing stockholder cannot agree on the fair value of shares during the appraisal process? If the withdrawing stockholder and the corporation fail to agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the value must be determined and
Describe the procedure and timing for conducting a delinquency sale. The board of directors initiates a delinquency sale by resolution, which must specifically state the amount due on each subscription, including all accrued interest (SEC. 67, Revised Corporation Code of the Philippines). The resolution must also fix the date, time, and place of the sale,
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What is the effect of a dissenting stockholder’s demand for payment on their corporate rights, and when are those rights restored? From the moment the demand for payment of the fair value of shares is made until either the corporate action is abandoned or the corporation purchases the shares, all rights accruing to such shares,
