Part I – General Provisions
A. Corporation, defined (Sec. 2)
Case:
a.
Tayag v. Benguet Consolidated, 26 SCRA 242
b.
Torres v. Court of Appeals, 278 SCRA 793
c.
Philippine Stock Exchange, Inc. v. Court of Appeals, 281 SCRA 232
1. Art. XII Section 16, 1987 Philippine
Constitution
Case:
a. Feliciano v. COA, GR No. 147402, January 14, 2004
2. Attributes of a Corporation
3. Similarities and Distinctions between
Contract of Partnership and Corporations
4. Corporations Created by Special Laws or
Charter
Cases:
a. National
Coal Co. v. Collector of Internal Revenue, 46 Phil. 583
b. Marilao
Water Consumers Association, Inc. v. IAC, 201 SCRA 437
B. Classification of corporations
1. Under the
Corporation Code (Sec. 3)
2. Sole and
Aggregate
3.
Ecclesiastic and Lay
4.
Eleemosynary and Civil
5. Domestic
and Foreign
6. De jure
and de facto corporations
6.1 Requisite of De Facto Corporation
6.2 Quo
Warranto
Cases:
a. Sawadjaan v. Court of Appeals, G.R. No.
141735, June 8, 2005
7. Close and
Open Corporation
8. Parent,
Subsidiary, and Affiliated
9. Private
and Public
10.
Corporation by Prescription and Corporation by Estoppel
C. Nationality
of corporations
1. Control test
2. Grandfather rule
Case:
a. Wilson Gamboa v. Sec. Margarito Teves, GR
NO. 176579, June 28, 2011
D. Corporations created by special laws (Sec.
4)
E. Corporators and incorporators,
stockholders and members (Sec. 5)
F. Corporate juridical personality
1. Doctrine of separate juridical personality
(or Doctrine of Corporate Entity
Case:
a. Cease v. CA, GR NO. 33172, October 18,
1979
2. Doctrine of piercing the corporate veil
a) Grounds for application of doctrine
b) Test in determining applicability
Cases:
a. CIR v. Norton and Harrison Company, G.R.
No. 17618, August 31, 1964
b. McLeod v. NLRC, GR No. 146667, January 23,
2007
c. De Asis and Co. v. Court of Appeals, GR
No. L-61549, May 27, 1985
d. Martinez v. Court of Appeals, GR NO.
131673, September 10, 2004
e. Solidbank
Corporation v. Mindanao Ferroalloy Corporation,, GR No. 153535, July 28, 2005
f. Yamamoto
v. Nishino Leather Industries, Inc., GR No. 150283, April 16, 2008
g. ASJ Corporation v. Sps. Evangelista, GR
NO. 158086, February 14, 2008
3.
Entitlement to constitutional rights
a)
Due process
Case:
a. Albert v. University Publishing, Inc. G.R.
No. 10118, June 16, 1965)
b)
Equal protection of the law
c)
Protection against unreasonable searches and seizure
4.
Entitlement to Moral Damages
Case:
a. ABS-CBN v. Court of Appeals, GR NO.
128690, January 21, 1999
b. Coastal
Pacific Trading, Inc. v. Sothern Rolling Mills, Co., Inc., July 28, 2006
5.
Libel
Case:
a. Filipinas
Broadcasting v. Ago Medical Center, GR No. 141994, January 17, 2005
6.
Liability for torts
Cases:
a.
PNB v. CA, GR NO. 27155, May 18, 1978
7.
Doctrine of Corporate Negligence
Case:
a.
Professional Services Inc., v. Court of Appeals, G.R. No. 126297, Feb. 2, 2010
8. Liability for crime
G. Classification of Shares (Sec. 6)
1.
Par value or no par value
2.
Voting or non-voting
3. Common or preferred
4.
Promotion share
5.
Share in escrow
6.
Convertible stock
7.
Founder’s share (Sec. 7)
8.
Redeemable share (Sec. 8)
9.
Treasury share (Sec. 9)
Part II – Incorporation and
Organization of Private Corporations
A. Number and qualifications of incorporators
(Sec. 10)
1. Capital stock (distinguish from capital)
2. Authorized capital stock
3. Subscribed capital stock
4. Outstanding capital stock
5. Paid-up capital stock
6. Unissued capital stock
7. Legal capital (distinguish from capital stock)
8. Par value
9. Certificate of stock
Case:
a. Kukan International Corp. v. Reyes, G.R No. 182729, Sept. 29,
2010
B. Theory on Multiple Corporate Personalities
C. Minimum capital stock and subscription
requirements
1.
Incorporation and organization
a. Promoter
a.1)
Liability of promoter
a.2b)
Liability of corporation for promoter’s contracts
2.
Subscription contract
Case:
a. Jaka
Investments Corp. v. CIR, GR No. 147629, July 28, 2010
b. Ong Yong
v. Tiu, GR No. 144476, April 8, 2003
3.
Pre-incorporation subscription agreements
4.
Consideration for stocks
5. Filipino
ownership requirement based on specific constitutional and legal grounds
D. Corporate term (Sec. 11)
1.
Doctrine of Relation (Relating
Back Doctrine)
Case:
a. Alhambra
Cigar & Cigarette Manufacturing Company, Inc. v. SEC, GR No. L-23606, July
29, 1968
b. PNB v.
CA, GR No. 63201, May 27, 1992
E. Articles of incorporation (Sec. 14)
1. Contents
2.
Non-amendable items
3.
Doctrine of substantial compliance
F.
Ground for rejection (Sec. 17)
G. Corporate name (Sec. 18)
H. Commencement of corporate existence (Sec.
19)
1.
Genossenschaft Theory
2.
Theory on concession
3.
Theory of Corporate Enterprise or Economic Unit
I. De facto corporation (Sec. 20)
1.
Differences between de jure, de facto and corporation by estoppels
Case:
a. Seventh
Day Adventist Conference Church of Southern Philippines, Inc. v. Northeastern
Mindanao Mission of Seventh Day Adventist, Inc. GR No. 150416, July 21, 2006
J. Corporation by estoppel (Sec. 21)
K. Non-use of corporate charter (Sec. 22)
Part III – Board of
Directors/Trustees/Officers
A.
The Board of Directors of Trustees (Sec. 23)
1.
Fiduciary duties
B. Election of directors or trustees (Sec.
24)
1.
Methods of voting
a.
Straight voting
b.
Cumulative voting
2.
In a non-stock corporation
C. Corporate officers, quorum (Sec. 25)
Case:
a. Matling
Industrial and Commercial Coorp. V. Coros, G.R. No. 157802, October 13, 2010
D. Report of election (Sec. 26)
E. Disqualification of directors, trustees or
officers (Sec. 27)
F. Removal of directors or trustees (Sec. 28)
G. Vacancies in the office of director or
trustee (Sec. 29)
Case:
a. Valle
Verde Country Club, Inc. v. Africa, G.R. No. 151969, September 4, 2009
b. Tan v.
Sycip, G.R. No. 153468, August 17, 2006
H. Compensation of directors (Sec. 30)
I. Liability of directors, trustees or
officers (Sec. 31)
1.
Corporate opportunity doctrine
J. Dealings of directors, trustees or
officers with the corporation (Sec. 32)
K. Contracts between corporations with
interlocking directors (Sec. 33)
L. Disloyalty of a director (Sec. 34)
M. Executive committee (Sec. 35)
O.
Business Judgment Rule
Case:
Saber
v. Court of Appeals, G.R. No. 132981, August 31, 2004
Part IV – Powers of Corporations
A. Classification of powers
1.
Express powers
2.
Implied powers
3.
Incidental or inherent powers
Case:
a. Cebu
Bionic Builders Supply, Inc. v. DBP, GR No. 154366, November 17, 2010
b. Shipside
Incorporated v. CA, GR No. 143377, February 20, 2001
B. Corporate powers and capacity (Sec. 36)
1. General
powers, theory of general capacity
2. Specific
powers, theory of specific capacity
a) Power to
extend or shorten corporate term (Sec. 37)
a.1)
Appraisal right of dissenting stockholders
b) Power to
increase or decrease capital stock or incur, create, increase bonded
indebtedness (Sec. 38)
b.1)
Limitation
b.2)
Necessity
c) Power to
deny pre-emptive rights (Sec. 39)
c.1)
As to treasury shares
d) Power to
sell or dispose of corporate assets (Sec. 40)
d.1)
Appraisal right of dissenting stockholder
e) Power to
acquire own shares (Sec. 41)
e.1)
Conditions for the exercise of the power
e.2)
Trust fund doctrine
f) Power to
invest corporate funds in another corporation or business (Sec. 42)
g) Power to
declare dividends (Sec. 43)
g.1)
Concept of dividends (distinguished from profits)
g.2)
Classes of dividends
g.3)
Unrestricted retained earnings
h) Power to
enter into management contract (Sec. 44)
i) Ultra
vires acts (Sec. 45)
(i)
Applicability of ultra vires doctrine
(ii)
Consequences of ultra vires acts
Case:
a. Zomer
Development Company, Inc. v. International Exchange Bank, GR No. 150694, March
13, 2009
b. Republic
v. Acoje Mining, Inc. GR No. L-18062, February 28, 1963
(iii)
Ratification
j) Doctrine
of apparent authority
Case:
a. Westmont
Bank v. Inland Construction and Development Corp., GR No. 123650, March 23,
2009
b. BPI
Family Savings Bank v. First Metro Investment Corp, GR No. 132390, May 21, 2004
k) Doctrine
of individuality of subscription
l) Doctrine
of equality of shares
m) Trust
fund doctrine
Part V – By Laws
A. Adoption of by-laws (Sec. 46)
a)
Requisites of valid by-laws
b) Binding
effects
c) Contents
(Sec. 47)
d)
Amendments (Sec. 48)
Case:
a. PMI Colleges v. NLRC, GR NO. 121466, August
15, 1997
Part VI – Meetings
A.
Kinds (Sec. 49-51)
1.
Necessity of meetings
B.
Place and time of meeting of stockholders or members (Sec. 51)
Case:
a.
Expertravel & Tours, Inc. v. Court of Appeals, G.R. No. 152392, May 26,
2005
C. Quorum (Sec. 52)
1.
Requisites for a valid meeting of stockholders
2.
Specific number of votes required by law
D. Regular and special meetings of directors
or trustees (Sec. 53)
1. Business
judgment rule
2. Solidary
liabilities for damages
E. Who shall preside (Sec. 54)
F. Pledgors, mortgagors and administrators
(Sec. 55)
G. Voting in case of joint ownership (Sec.
56)
H. Voting right for treasury shares (Sec. 57)
I. Proxies (Sec. 58)
K. Voting trust (Sec. 59)
Case:
a.
Lee vs. Court of Appeals, G.R. No. 14441, Dec. 17, 1996
Title VII – Stocks and
Stockholders
A.
Rights of stockholders in general
B.
Derivative suit
C.
Liabilities of stockholders
D.
Subscription contract (Sec. 60)
E.
Pre-incorporation subscription (Sec. 61)
F. Certificate of stock
1. Nature of
the certificate
2.
Uncertificated shares
3.
Negotiability
4.
Requirements for valid transfer of stocks
5. Issuance
6. Full
payment
7. Payment
pro-rata
8. Stock and
transfer book
9. Lost or
destroyed certificates
10. Situs of
the shares of stock
G.
Consideration for stocks (Sec. 62)
H.
Certificate of stock and transfer of shares (Sec. 63)
I.
Issuance of stock certificate (Sec. 64)
J.
Liability of directors for watered stocks (Sec. 65)
K.
Interest on unpaid subscription (Sec. 66)
L. Payment of balance (Sec. 67)
M. Delinquency sale (Sec. 68)
N. When sale may be questioned (Sec. 69)
O. Court action to recover unpaid
subscription (Sec. 70)
P. Effect of delinquency (Sec. 71)
Q. Rights of unpaid shares (Sec. 72)
R. Lost or destroyed certificates (Sec. 72)
Part VIII – Corporate Books and
Records (Sec. 74-74)
A. Contents
B Who may make valid entries
Part IX – Merger and
Consolidation
A.
Merger and consolidation (Sec. 76)
B. Approval required (Sec. 77)
C. Articles of merger or consolidation (Sec.
78)
D. Effectivity (Sec. 79)
E. Effects (Sec. 80)
Part X – Appraisal Right
A. Instances of appraisal right (Sec. 81)
B. How right is
exercised (Sec. 82)
C. Effect of demand and termination of right (Sec. 83)
D. When right to payment ceases (Sec. 84)
E. Who bears costs of appraisal (Sec. 85)
F. Notation on
certificates; rights of transferee (Sec. 86)
Part XI – Non-Stock Corporations
A. Definition (Sec. 87)
B. Purposes (Sec. 88)
C. Members right to vote
(Sec. 89)
D. Non-transferability of membership (Sec. 90)
E. Termination of membership (Sec. 91)
F. Election and term of trustees (Sec. 92)
G. Place of meetings (Sec. 93)
Part XII – Distribution of Assets in Non-Stock Corporations
A. Rules of distribution (Sec. 94)
B. Plan of distribution of
assets (Sec. 95)
Part XIII –
Close Corporations
A.
Definition and applicability of Title (Sec. 96)
B. Articles of incorporation (Sec. 97)
C. Validity of restrictions on transfer of shares (Sec. 98)
D. Effects of issuance or transfer of stock in breach of
qualifying conditions (Sec. 99)
E. Agreements by stockholders (Sec.
100)
F. When board meeting is unnecessary or improperly
held (Sec. 101)
G.
Pre-emptive right in close corporations (Sec. 102)
H.
Amendment of articles of incorporation (Sec. 103)
I.
Deadlocks (Sec. 104)
J.
Withdrawal of stockholder or dissolution of corporation (Sec. 105)
Part
XIV – Special Corporations
A. Educational Corporations
1. Incorporation (Sec. 106)
2. Pre-requisites to incorporation (Sec. 107)
3. Board of trustees (Sec. 108)
B. RELIGIOUS CORPORATIONS
1. Classes of religious corporations (Sec. 109)
2. Corporation sole (Sec. 110)
3. Articles of incorporation (Sec. 111)
4. Submission of the articles of incorporation (Sec. 112)
5. Acquisition and alienation of property (Sec. 113)
6. Filling of vacancies (Sec. 114)
7. Dissolution (Sec. 115)
8. Religious societies (Sec. 116)
Part
XV – Dissolution
A. Methods of dissolution (Sec. 117)
B. Voluntary dissolution where no creditors are affected
(Sec. 118)
C. Voluntary dissolution where creditors are affected (Sec.
119)
D. Dissolution by shortening corporate term (Sec. 120)
E. Involuntary dissolution (Sec. 121)
F. Corporate liquidation (Sec. 122)
Part XVI – Foreign Corporations
A. Definition and rights of foreign corporations (Sec. 123)
B. Application to existing foreign corporations (Sec. 124)
C. Application for a license (Sec. 125)
D. Issuance of a license (Sec. 126)
E. Who may be a resident agent (Sec. 127)
F. Resident agent; service of process (Sec. 128)
G. Law applicable (Sec. 129)
H. Amended license (Sec. 131)
I. Merger or consolidation involving a foreign corporation
licensed in the
Philippines (Sec. 132)
J. Doing business without a license (Sec. 133)
K. Revocation of license (Sec. 134)
L.
Issuance of certificate of revocation (Sec. 135)
M. Withdrawal of foreign corporations (Sec. 136)
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