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PCGPINEDA,RN,MAN2014
CORPORATION LAW
SCOPE
Corporation Code
ection 2. Corporation
defined A corporation is
an artificial being created
by operation of law having
the right of succession and the
powers, attributes and properties
expressly authorized by law or
incident to its existence.
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PCGPINEDA,RN,MAN2014
CORPORATION LAW
Attributes of a Corporations
derived from Sec 2.
a. It is an artificial being
b. It is created by operation of
law
c. It has the right of
succession
d. It has the powers, attributes
and properties expressly
authorized by law or
incident to its existence.
THEORIES
1. Concession Theory
corporation owes its life to the
State and its birth is purely
dependent of the States will.
a. Also known as Fiat
theory, Government
Paternity Theory or
Franchise Theory
2. Fletcher: A Corporation is not
in fact and reality a person, but
law treats it as though it were a
person by process of fiction, or
by regarding it as an artificial
person distinct and separate
from its individual stockholders.
a. Created for certain
specific purposes, extent
of existence, power and
liberties are fixed by its
charter.
3. Other Theories that may
influence the development of
corporation law:
a. Realist or inherence
Theory the legal
recognition of group of
interest that, as a
practical matter, already
exist.
i. Its focus is on
voluntary
associational
activities of
CORPORATION LAW
ii. Special or
secondary
Franchise - certain
rights are
conferred of
existing
corporations. E.g
rights to use the
streets of
municipalities lay
pipes of tracks etc.
B. Vested in
the
corporation,
may
ordinarily be
conveyed or
mortgaged
under a
general
power
granted to a
corporation
to dispose
its property.
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individuals provide
a basis for invoking
the usual
constitutional and
other legal
protection for
individuals
b. Enterprise Theory
stresses the underlying
commercial enterprise
without emphasis on
entity-aggregate
distinctions of the
components
c. Symbol Theory a
corporation is a symbol
for the aggregate of the
associates in their group
personalities
4. Franchises a corporation is
granted by the state the right to
exist by virtue of a primary
franchise.
a. Is a special privilege
conferred by a
governmental authority
and which does not
belong to citizens of the
country generally as a
matter of common right.
b. Franchises relating to
corporations are divisible
into:
i. Corporate or
General franchise
exist as a
corporation
A. Vested in
the
individuals
who
compose the
corporation
and not the
corporation
itself
PCGPINEDA,RN,MAN2014
Page
PCGPINEDA,RN,MAN2014
CORPORATION LAW