Professional Documents
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LAW
INTRODUCTION
Corporation Law whole body of laws,
principles and doctrines covering private
corporations in the Philippines
Interpretation: liberal construction to promote
and uplift development of trade relations and
which will encourage friendly commercial
intercourse among corporations (Home Insurance
Co. versus Eastern Shipping Lines, 123 SCRA 424)
1) Sociedades Anonimas
2) Cuentas en Participacion
3) The Corporation Law (1906)
4) The Corporation Code (1980)
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.
ATTRIBUTES OF A
CORPORATION
1) Artificial Being
2) Creature of the Law
3) Right of Succession
4) Creature of Enumerated Powers,
Attributes and Properties
ARTICLE XII
OF THE 1987 CONSTITUTION
Sec. 16. The Congress shall not, except
by general law, provide for the formation,
organization, or regulation of private
corporations. Government-owned or
controlled corporations may be created or
established by special charters in the
interest of the common good and subject
to the test of economic viability.
Feliciano vs. COA
CORPORATIONS CREATED
BY A SPECIAL LAW OR CHARTER
a. National Coal Co. v. Collector of
Internal Revenue
b. Marilao Water Consumers Association,
Inc. v. IAC
CLASSIFICATIONS OF
CORPORATIONS
1.Under the Corporation Code (Sec. 3)
2. Sole and Aggregate
3. Ecclesiastic and Lay
4. Eleemosynary
5. Domestic and Foreign
6. De jure and de facto corporations
6.1 Requisite of De Facto Corporation
6.2 Quo Warranto
Case:
a. Sawadjaan v. Court of Appeals, G.R. No.
141735, June 8, 2005
CLASSIFICATIONS OF
CORPORATIONS
CLASSIFICATIONS OF
CORPORATIONS
Public Corporations those created for
political purposes connected with the public
good in the administration of the civil
government
Municipal corporation two-fold character
a)Public police power
b)Private proprietary, can sue & be sued,
can be liable for torts
CLASSIFICATIONS OF
CORPORATIONS
Public Corporations not based on the
ownership of the controlling interest
Many GOCCs private corporations
1)National Coal Co. vs CIR
2)Cervantes vs Auditor General (NAFCO)
3)Shipside, Inc. vs CA (BCDA for economic and
social development of Central Luzon)
CLASSIFICATIONS OF
CORPORATIONS
Domestic corporation incorporated under
the laws of the Philippines
Foreign corporation incorporated under the
laws of another country
CLASSIFICATIONS OF
CORPORATIONS
De jure corporation full and substantial
compliance with the requirements of an
existing law
De facto corporation has a bona fide attempt
to incorporate
CLASSIFICATIONS OF
CORPORATIONS
Corporation by estoppel a corporation
precluded from denying its corporate
existence
Corporation by prescription Roman Catholic
Church (thousand years)
CLASSIFICATIONS OF
CORPORATIONS
Parent Company has controlling interest
in one or more corporations
Subsidiary corporation in which the parent
corporation has controlling interest
Affiliate a corporation being controlled by a
holding company