CORPO-MIDTERMS:

Definition and Attributes 1. Advantages and disadvantages (limited shareholders liability and transferability of shares)

Classification of Corporation 1. Stock and non-stock corporation2. Requisites of stock corporation3. Incorporate test (domestic and foreign corporation)

Formation and Organization of Corporation 1. Corporate name Sec. 18; doctrine of secondary meaning (Lyceum of the Phils. v. CA); SEC guidelines in case of name which contains a word already used by registered company (Philips Export v. CA)2. Purpose clause general limitations of purspose clause, ung purpose(s) must be lawful pki hanap n lng s book3. Principal office importance (like venue of action for or against the corporation, nasa book lang din 2); service of summons to domestice corporation (refer to corporate power and authority (no.2)4. Term of existence Sec. 115. Read nyo rin ung about s incorporators and directors/trustees6. Capitalization Sec.6Note: penultimate paragraph of Sec.67. Purposes of classification of shares of stock8. Capital requirement Sec.12 and Sec.13Note: total subscription sa sec.139. Grounds: rejection or disapproval of the AOI Sec. 1710. Commencement of corporate existence Sec. 19 ( from the date the SEC issues a certificate of incorporation)11. Defectively formed corporations Note: requisites of de facto corporation (nasa sa mcq din 2)12. Corporation by estoppel Note: gen.rule Chiang Kai Shek v. CA then note nyo ung 2 exceptions (Lozano v. delos Santos and International Express Travel v. CA)13. Organization and commencement of business Sec. 22

Corporate Charter and its Amendments 1. Corporate entity theory2. Piercing the veil of corporate fiction Yutivo v. CTA3. Instrumentality rule; tests to determine control Concept Builders, Inc. v. NLRC (favor topic din 2 ni sir so you have to memorize, at least substantially but if you can do it in verbatim, much better)4. Gen. Amendment: Amendment of the corporate charter a) Requirements: majority vote of the BOD or BOT AND vote or written assent of the stockholders representing at least 2/3 of the outstanding capital stock or at least 2/3 of the members in case of non-stock (note: vote or written assent material yan)b) Effectivity: upon approval by the SEC, or from the date of filing with the SEC if not acted upon within 6 months from the date of filing for a cause not attributable to the corporaion (note: compare this with adoption or amendment of by-laws s by-laws nde applicable ung 6-month period, ok?)5. Special Amendment:a) Extention/shortening of corporate term Requirements: majority vote of the BOD or BOT AND ratified at a meeting by the stockholders representing at least 2/3 of the outstanding capital stock ot at least 2/3 of the members in case of non-stock corporation Effectivity: upon approval by the SECb) Increase/decrease of the capital stock Requirements: majority vote of the BOD AND at the stockholders meeting duly called for the purpose, 2/3 of the outstanding capital stock shall favor Effectivity: upon approval by the SEC6. Amendment of the corporate name Sec. 11

Board of Directors/Trustees and Officers 1. Cumulative voting Sec. 24(3rd paragraph)2. Quorum requirement and voting requirement Sec. 253. Doctrine of apparent authority YKS Trading v. CA4. Removal and filing up vacancies Sec. 28 and Sec. 29a) Gen. Rule: stockholders representing at least 2/3 of the outstanding capital stock or at least 2/3 of the members in case of non-stock corporation (removal of directors or trustess, expiration of term, or incease in the number of directors or trustees)b) Exception: vote of at least majority of the reamaining directors or trustees, if still constituting a quorum (death, resignation, or cease to hold office) nasa mcq ata 25. Compensation of directors Sec. 30Note: as such directors Western Institute of Technology, Inc. v. Salas6. Liability of corporate officers Note: instances wherein solidary liabilities may be incurred Tramat Mercantile, Inc. v. CA7. Three-fold duty of directors Sec. 31 and 34Note: business judgment rule and corporate opportunity doctrine8. Self-dealing directors Sec. 32Note: memorize the conditions for the contract to be valid (gen.rule: voidable at the option the corporation, exception: valid if the conditions therein are present)9. Interlocking directors Sec. 33Note: (gen.rule: valid, exception: voidable if the interest of the interlocking director in one corporation is substantial and his interest in the other corporation is merely nominal) nasa mcq 2, ex ang binigay nyaNote: if both nominal or both substantial valid but if nominal and substantial voidable (susbtantial: more than 20%)Example: 20% and 20% (both nomial so valid 2), 21% and 21% (both substantial so valid din), or 20% and 25% (nominal and substantial so voidable)10. Derivative suit Note: requisites lang normally question dito but you have to memorize kasi s mcq bnigay nya rin 2

Corporate Powers and Authority 1. Is the adoption of common seal mandatory? NO, the corporate seal performs no further or greater function that to import prima facie evidence of the due execution by the corporation of a written document or obligation. Corporation can thus enter into contract without the use of its corporate seal and the due execution of the instrument maybe proved by other evidence.2. Service of summons to domestic corporation? (note: EXCLUSIVE Sec.11, Rule 14 of the Rules of Court: when the defendant is a corporaiton, partnership or association organized under the laws of the Philippines with a juridical personality, service may be made upon the president, managing partner, general manager, corporate secretary, treasurer, or in house counsel).3. Power to extend or shorten corporate term Note: Alhambra Cigar and Cigarette Mfg. Co. v. SEC: the extension must be taken during the life of the corporation and before the expiration of the term of existence as originally fixed by its charter or the general laws, since as a rule, the corporation is ipso facto dissolved as soon as that time expires.4. Power to increase or decrease capital stock; incur, create or increase bonded indebtedness a) Requirements: majority vote of the BOD or BOT AND stockholders representing at least 2/3 of the outstanding capital stock.b) Effectivity: upon approval of the SECc) Trust fund doctrined) Methods of increasing capital stock and decreasing capital stocke) Resons for decreasing capital stock5. Power to deny pre-emptive rights Sec.39Note: nasa problem yan, madalas ibigay and memorize it especially ung reasons for denial of pre-emptive rights6. Power to sell or dispose of assets Sec. 40a) Requirements: majority vote of the BOD or BOT AND stockholders representing at least 2/3 of the outstanding capital stock or at least 2/3 of the members in case of non-stock corporation.b) Authorization (stockholders/members) necessary: if the sale or other disposition would render the corporation incapable of comtinuing the business or accomplishing the purpose for which it was incorporated.c) Authorization (stockholders/members) NOT necessary: if the sale or other disposition of all or substantially all of the corporate property or assets is necessary in the usual and regular course of business of said corporation OR of the proceeds of the sale or other disposition be appropriated for the conduct of its remaining business.d) Note: Is the buyer corp. liable for all the debts of the selling corp. in case of sale or other disposition of all or substantially all of the corporate property or assets Nell Co. v. Pacific Farms.7. Power to acquire own shares Sec. 41Note: purpose(s), memorize it8. Power to invest funds Sec. 42a) Requirements: majority vote of the BOD or BOT AND stockholders representing at least 2/3 of the outstanding capital stock or at least 2/3 of the members in case of non-stock corporation.b) Authorization (stockholders/members) necessary: if the investment of funds is in any other corporation or business, or for any purpose other than the prmary purpose.c) Authorization (stockholders/members) NOT necessary: if the investment is reasonably necessary to accomplish its primary purpose as stated in the AOI.9. Power to declare dividends Sec. 43Note: memorize the instances wherein the corporation can be compelled to declare dividends in case the surplus profits exceed 100% of their capital stock.

By-Laws 1. Elements of by-laws2. Effect of failure to adopt by-laws? Note: Loyola v. CA (Sec.6, PD. 902-A the SEC have the power to suspend or revoke, after proper notice and hearing, the franchise or certificate of registration of corporations, partnerships or associations for failure to file by-laws within the required period; meaning not mandatory dissolution)3. Effectivity of adoption of by-laws and amendment thereto: upon approval of the SEC (note: the 6months period if not acted upon by the SEC wouldnt apply, sa amendments of the AOI lang un)

Meetings 1. Note: aralin nyo rin 2 kasi dati sa min up to by-laws lang din ang coverage pro me mga questions s meetings2. Requisites of a valid meeting3. Quorum requirement? Note: Sec. 25 and 52 (Sec.25-directors/trustees majority of the number of directors or trustees as fixed in the articles of incorporation, unless the AOI or the by-laws provide for a greater majority and Sec.52-stockholders/members majority of the outstanding capital stock or a majority of the members in case of non-stock corporation) nasa mcq 2 kaya check nyo rin

Sana makatulong 2 s nyo wag kyo mpressure kaya nyo yan gus2 ko kutitap ang highest ha? Hehe! This is exclusively for my beloved kutitap so bawal ishare haha! Cge, gud luck and GOD Bless!

Note: regarding s 2/3 votesGen. Rule: majority of the board + 2/3 stockholders/membersException: amendment of by-laws (majority of the board + majority of stockholders/members) nasa mcq 2

MAC (;)