This document outlines the key topics covered in a study/review guide on Philippine Corporate Law. It is divided into four parts that cover: (1) introduction to corporations; (2) formation and organization of corporations; (3) operation and management of corporations; and (4) dissolution of corporations. Each part covers important sub-topics such as defining corporations, outlining the incorporation process, discussing the roles of boards of directors and shareholders, and identifying causes for dissolution. The goal is to provide an overview of the major concepts in corporate law to help students successfully study for their exams.
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The Life of a Private Corporation, Study Guide 2019
This document outlines the key topics covered in a study/review guide on Philippine Corporate Law. It is divided into four parts that cover: (1) introduction to corporations; (2) formation and organization of corporations; (3) operation and management of corporations; and (4) dissolution of corporations. Each part covers important sub-topics such as defining corporations, outlining the incorporation process, discussing the roles of boards of directors and shareholders, and identifying causes for dissolution. The goal is to provide an overview of the major concepts in corporate law to help students successfully study for their exams.
This document outlines the key topics covered in a study/review guide on Philippine Corporate Law. It is divided into four parts that cover: (1) introduction to corporations; (2) formation and organization of corporations; (3) operation and management of corporations; and (4) dissolution of corporations. Each part covers important sub-topics such as defining corporations, outlining the incorporation process, discussing the roles of boards of directors and shareholders, and identifying causes for dissolution. The goal is to provide an overview of the major concepts in corporate law to help students successfully study for their exams.
University of Eastern Philippines BS Accountancy Batch 2019
THE LIFE OF A PRIVATE CORPORATION,
a study/review guide on Philippine Corporate Law Part I INTRODUCTION 1. Definition in Sec.2, 2. Four attributes of a corporation, 3. advantages /disadvantages, 4. compare with partnership, 5. kinds or classifications (with great emphasis on corporations vested with public interest under the new law) see sec. 22 of the new law.
Part II BIRTH (FORMATION AND ORGANIZATION)
1. Who may form 2. How (Steps in Incorporation) Parts of Articles of Incorporation (AOI) Capitalization ( Know the capital structure or the Shareholders Equity, its composition, may refer to your financial accounting for better understanding) 3. Issue Certificate of Incorporation De jure, De facto, and Estoppel principles 4. Organization By laws 5. A new person created (juridical) Doctrine of separate juridical personality (creation of a corporate veil) Piercing the corporate veil Nationality (tests to determine nationality) at this point, you may browse and lunderstand a little about foreign corporations.
Part III LIFE (OPERATION, EXERCIZE OF CORPORATE POWERS)
1. Sources of Powers General (Sec.36); Special; Implied or Incidental powers(AOI purpose clause) 2. Ultra Vires Acts 3. Control and Management 3 levels of control and management/ corporate hierarchy Ist level – BOD/BOT 2nd level – Officers 3rd level – SHs/members in case non-stock THE BOARD OF DIRECTORS OR TRUSTEES (the policy setting function, the one who exercises the corpo powers as a collegial body) o Functions (Business judgment rule in Sec 22 of the new law) o Number of members/directors o Term of office o Qualifications and Disqualifications o How elected o How removed o Compensation o Duties and Liabilities (self-dealing, interlocking directors, disloyalty) Secs. 30 to 33 of the new law. o Quorum requirement o The Executive committee and other committees that may be formed.
OFFICERS (the one who execute policies set by the Board)
o Minimum set of officers o Qualifications and Disqualifications SHAREHOLDERS / MEMBERS (ones who exercise residual powers or ones who decide on fundamental and major changes in the corporation) o Voting ( required number of votes, proxy, VTA, and most esp. the new provision on absentee voting) o Corporate acts requiring approval of SHs (including non-voting shares) AASIIMID sec. 6 of the new law.
4. Financing and the Capital Structure
3 Main sources of Financing Contribution by SHs (EQUITY) Loans and Advances from Creditors (BORROWING) Profits from operation University of Eastern Philippines BS Accountancy Batch 2019
Classification of SHARES (common, preferred, redeemable, founders’ shares, etc.)
Subscription (read with the pre-emptive right of a sh) Consideration for the shares of stocks (with premium, or discount, a.k.a. watered stock) Issuance (issued shares vs. outstanding shares) Transfer of shares Treasury Shares 5. Dividends Forms (Cash, stock, property are the basic forms under the law, refer to your financial accounting as to other types of dividends) Sources of dividends How given (consider also the dates of declaration, record, and payment) When may be given or declared?
Part IV DEATH (DISSOLUTION)
1. Causes of Dissolution Expiration of corporate term, if they refuse to live in perpetuity. (subject to renewal) note: corporations vested with public interest don’t have any choice but to exist in perpetuity under the new law. Voluntary Involuntary Failure to organize or commence business Cessation of business 2. Corporate Combinations Merger and Consolidations, the process, voting requirements, and effects. Sale of ALL or substantially all assets of the corporation.