Documentos de Académico
Documentos de Profesional
Documentos de Cultura
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
and/or
in
property
the
fair
valuation
of
which
is
equal
to
at
least
• Only
natural
persons
can
be
incorporators.
However,
the
law
twenty-‐five
(25%)
percent
of
the
said
subscription,
such
paid-‐up
does
not
preclude
corporations
and
partnership
from
becoming
capital
being
not
less
than
five
thousand
(P5,000.00)
pesos.
stockholders
or
members
as
long
as
they
are
not
incorporators.1
• In
practice,
the
SEC
would
allow
the
incorporation
of
a
A.
As
to
Number
and
Residency
of
Incorporators
(Section
10)
corporation
which
would
have
as
original
stockholder
in
the
articles
of
incorporation,
as
long
as
the
minimum
number
of
Section
10.
Number
and
qualifications
of
incorporators.
individual
incorporators
appear.
Any
number
of
natural
persons
not
less
than
five
(5)
but
not
more
than
o In
one
opinion,
the
SEC
has
posited
that
both
domestic
fifteen
(15),
all
of
legal
age
and
a
majority
of
whom
are
residents
of
and
foreign
corporations,
if
allowed
by
their
charters,
the
Philippines,
may
form
a
private
corporation
for
any
lawful
purpose
may
be
initial
subscribers
to
the
capital
stock
of
a
or
purposes.
Each
of
the
incorporators
of
s
stock
corporation
must
corporation,
but
their
subscription
will
not
be
own
or
be
a
subscriber
to
at
least
one
(1)
share
of
the
capital
stock
of
considered
in
the
computation
of
the
25%
requirement
the
corporation.
for
incorporation.2
o The
SEC
also
requires
that
the
subscription
of
• It
is
possible
for
a
business
to
be
wholly
owned
by
one
corporations
to
the
capital
stock
of
a
corporation
in
the
individual,
and
the
validity
of
its
incorporation
is
not
affected
process
of
incorporation
be
fully
paid
due
to
their
when
he
gives
nominal
ownership
of
only
one
share
of
stock
to
limited
liability
capacity; 3
but
after
incorporation,
each
of
the
other
four
incorporators.
This
arrangement
is
not
corporations
may
subscribe
without
having
to
fully
pay
necessarily
illegal,
but
it
is
valid
only
between
and
among
the
their
subscription
under
the
premise
that
the
risk
of
incorporators
privy
to
the
agreement.
It
does
not
bind
the
insolvency
no
longer
exist
at
that
point.4
corporation
which
will
consider
all
stockholders
of
record
as
the
• The
Corporation
Code
maintains
the
requirement
that
at
least
lawful
owners
of
their
registered
shares.
As
between
the
five
(5)
individuals
must
be
incorporators
of
a
corporation
for
corporation
on
the
one
hand,
and
its
stockholders
and
third
perhaps
a
more
practical
reason.
persons
on
the
other,
the
corporation
looks
only
to
its
books
for
the
purpose
of
determining
who
its
shareholders
are.
Nautica
1
Government
of
the
Philippine
Islands
v.
El
Hogar
Filipino,
50
Phil.
399,
460-‐461
Canny
Corp.
v.
Yumul,
473
SCRA
415
(2005).
(1929).
2
SEC
Opinion,
23
May
1967,
SEC
FOLIO
1960-‐1976,
at
p.
284;
Also,
SEC
Opinion,
14
November
1978.
3
SEC
Opinion,
23
May
1967,
SEC
FOLIO
1960-‐1976,
at
p.
284.
4
SEC
Opinion,
29
June
1976,
SEC
FOLIO
1960-‐1976,
at
p.
936.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
o Our
jurisdiction
recognizes
the
existence
of
promoter's
o There
is
no
general
requirement
of
Philippine
contracts,
or
contracts
entered
into
on
behalf
of
a
citizenship
only
a
majority
of
the
incorporators
must
be
corporation
still
in
the
process
of
organization.
Indeed,
residents
of
the
Philippines.
However,
there
are
some
transactions
may
already
be
pursued
with
the
parties
areas
of
business
and
industry
wherein
ownership
is
aware
that
the
corporation
is
still
under
registration
reserved,
wholly
or
partially
to
Filipinos.
proceedings.
If
anything
goes
wrong
with
the
o Atty.
Hofileña
à
if
there
are
5
American
citizens
who
incorporation
process,
and
there
may
have
been
wish
to
establish
a
foreign
brand
in
the
Philippines,
they
liabilities
created
at
the
time
of
incorporation,
then
the
will
either
reside
in
the
Philippines
or
ask
people
to
act
existence
of
five
individual
incorporators
allows
the
as
incorporators
(who
are
usually
their
lawyers).
public
or
injured
party
to
run
after
the
persons
who
§ Incorporators
are
not
at
all
times
the
promoters
cannot
hide
behind
a
corporate
fiction
or
who
can
avail
or
majority
stockholders.
This
is
not
necessarily
of
limited
liability
features.
In
addition,
there
must
still
illegal,
although
it
brings
out
the
problem
indeed
be
individuals,
who
can
be
held
criminally
liable,
whereby
the
incorporators
are
not
necessarily
for
acts
done
relating
to
incorporation
process.
Such
the
people
who
should
be
held
responsible
remedies
would
be
unavailing
or
would
be
meaningless
since
they
are
not
the
promoters.
if
the
incorporators
are
themselves
juridical
entities.
o Atty.
Hofileña
à
in
case
of
public
utilities,
the
company
• If
only
two
incorporators
are
residents
of
the
Philippines
a
must
be
60%
owned
and
controlled.
As
such,
if
the
corporation
still
exists
–
a
de
facto
corporation
provided
that
at
incorporators
own
only
one
share,
then
the
company
least
five
(5)
incorporators
must
sign
the
articles
of
cannot
be
a
public
utility.
incorporation.1
§ People
v.
Quasha
à
at
the
time
of
the
o This
however
does
not
prevent
the
existence
of
the
so-‐ establishment
of
the
company,
it
is
not
called
one-‐man
corporation,
where
business
is
actually
necessary
that
the
company
be
Filipino.
owned
by
one
individual,
it
is
still
possible
for
him
to
However,
if
they
want
to
get
a
franchise
to
incorporate
by
giving
nominal
ownership
of
only
one
operate
as
a
public
utility,
then
they
must
first
share
of
stock
to
each
of
4
other
persons—this
is
not
meet
the
requirement
of
the
60%
citizenship
necessarily
illegal.
requirement
of
the
law.
• An
incorporator
will
always
retain
his
status
as
the
incorporator
of
the
corporation
because
such
status
is
acquired
by
the
mere
1
SEC
Opinion,
11
October
1971,
SEC
FOLIO
1960-‐1976,
at
p.
495.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
fact
of
being
one
of
the
persons
who
originally
composed
the
corporation.
Section
42.
Power
to
invest
corporate
funds
in
another
corporation
or
o He
may
cease
to
be
a
stockholder
or
a
member,
he
may
business
or
for
any
other
purpose.
lose
all
his
rights
and
interest
in
the
corporation,
but
he
Subject
to
the
provisions
of
this
Code,
a
private
corporation
may
invest
will
always
be
known
as
the
incorporator.
The
articles
of
its
funds
in
any
other
corporation
or
business
or
for
any
purpose
other
incorporation
cannot
therefore
be
amended
to
delete
than
the
primary
purpose
for
which
it
was
organized
when
approved
the
name
of
an
incorporator
and
substitute
it
with
that
by
a
majority
of
the
board
of
directors
or
trustees
and
ratified
by
the
of
another,
the
latter
not
being
an
incorporator.1
stockholders
representing
at
least
two-‐thirds
(2/3)
of
the
outstanding
§ You
cannot
remove
an
original
incorporator
capital
stock,
or
by
at
least
two
thirds
(2/3)
of
the
members
in
the
case
from
the
charter.
of
non-‐stock
corporations,
at
a
stockholder's
or
member's
meeting
o Atty.
Hofileña
à
can
a
person
sue
an
incorporator
who
duly
called
for
the
purpose.
Written
notice
of
the
proposed
investment
is
no
longer
involved
with
the
company
(let
go
of
his
and
the
time
and
place
of
the
meeting
shall
be
addressed
to
each
share)?
NO.
stockholder
or
member
at
his
place
of
residence
as
shown
on
the
• Where
there
is
a
change
in
the
initial
directors
(indicated
in
the
books
of
the
corporation
and
deposited
to
the
addressee
in
the
post
articles
of
incorporation),
there
is
no
need
to
amend
the
articles
office
with
postage
prepaid,
or
served
personally:
Provided,
That
any
of
incorporation.
dissenting
stockholder
shall
have
appraisal
right
as
provided
in
this
Code:
Provided,
however,
That
where
the
investment
by
the
B.
Corporate
Name
(Sections
18,
14(1)
and
42)
corporation
is
reasonably
necessary
to
accomplish
its
primary
purpose
as
stated
in
the
articles
of
incorporation,
the
approval
of
the
Section
18.
Corporate
name.
stockholders
or
members
shall
not
be
necessary.
(17
1/2a)
No
corporate
name
may
be
allowed
by
the
Securities
and
Exchange
Commission
if
the
proposed
name
is
identical
or
deceptively
or
1. Corporate
Name
Guidelines
confusingly
similar
to
that
of
any
existing
corporation
or
to
any
other
• Similarity
in
corporate
names
between
two
corporations
would
name
already
protected
by
law
or
is
patently
deceptive,
confusing
or
cause
confusion
to
the
public
especially
when
the
purposes
contrary
to
existing
laws.
When
a
change
in
the
corporate
name
is
stated
in
their
charter
are
also
the
same
type
of
business.
approved,
the
Commission
shall
issue
an
amended
certificate
of
Universal
Mills
Corp.
v.
Universal
Textile
Mills
Inc.,
78
SCRA
62
incorporation
under
the
amended
name.
(1977).
o Atty.
Hofileña
à
NOT
DECEPTIVE
PER
SE.
Latitude
is
given
to
someone
in
terms
of
determining
whether
a
1
SEC
Opinion,
7
January
1974,
VIII
SEC
QUARTERLY
BULLETIN
21
(
No.
I,
Jan.
1974).
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
name
is
deceptive.
Where
a
name
is
deceptive
per
se,
it
intent,
may
be
prevented
by
the
corporation
having
a
prior
will
be
disallowed
by
the
SEC.
right.
Ang
Mga
Kaanib
sa
Iglesia
ng
Dios
Kay
Kristo
Hesus
v.
§ The
use
of
“Inc.”
in
required
under
Section
15
Iglesia
ng
Dios
Kay
Dristo
Jesus,
372
SCRA
171
(2001).
§ The
use
of
a
person’s
name
in
the
corporation
• To
fall
within
the
prohibition
of
the
law
Revised
Guidelines
in
name
is
allowed
only
where
the
person
is
a
the
Approval
of
Corporate
and
Partnership
Names,
two
shareholder
or
he
has
a
significant
position
in
requisites
must
be
proven,
to
wit:
(a)
That
the
complainant
the
corporation
or
he
is
neither
but
has
his
corporation
acquired
a
prior
right
over
the
use
of
such
consent.
corporate
name;
and
(b)
the
proposed
name
is
either:
(i)
• The
name
of
a
corporation
is
essential
not
only
for
its
existence
identical,
or
(ii)
deceptively
or
confusingly
similar
to
that
of
any
as
a
juridical
person,
but
also
in
manner
of
dealing
with
it,
and
in
existing
corporation
or
to
any
other
name
already
protected
by
the
exercise
of
its
juridical
capacities;
it
cannot
be
changed
law;
or
(iii)
patently
deceptive,
confusing
or
contrary
to
existing
except
in
the
manner
provided
for
by
law.
Red
Line
Trans.
v.
laws.
Philips
Export
B.V.
v.
Court
of
Appeals,
206
SCRA
457,
463
Rural
Transit,
60
Phil.
549
(1934).
(1992)
• Section
18
of
Corporation
Code
expressly
prohibits
the
use
of
a
• A
corporation
has
no
right
to
intervene
in
a
suit
using
a
name,
corporate
name
which
is
“identical
or
deceptively
or
confusingly
not
even
its
acronym,
other
than
its
registered
name,
as
the
law
similar
to
that
of
any
existing
corporation
or
to
any
other
name
requires
and
not
another
name
which
it
had
not
registered.
already
protected
by
law
or
is
patently
deceptive,
confusing
or
Laureano
Investment
and
Dev.
Corp.
v.
Court
of
Appeals,
272
contrary
to
existing
laws.”
The
policy
behind
the
foregoing
SCRA
253
(1997).
prohibition
is
to
avoid
fraud
upon
the
public
that
will
occasion
• There
would
be
no
denial
of
due
process
when
a
corporation
is
to
deal
with
the
entity
concerned,
the
evasion
of
legal
sued
and
judgment
is
rendered
against
it
under
its
unregistered
obligations
and
duties,
and
the
reduction
of
difficulties
of
trade
name:
“A
corporation
may
be
sued
under
the
name
by
administration
and
supervision
over
corporations.
Industrial
which
it
makes
itself
known
to
its
workers.”
Pison-‐Arceo
Agri.
Refractories
Corp.
v.
Court
of
Appeals,
390
SCRA
252
(2002).1
Dev.
Corp.
v.
NLRC,
279
SCRA
312
(1997).
• Incorporators
must
choose
a
name
at
their
peril;
and
the
use
of
2. Change
in
Corporate
Name
a
name
similar
to
one
adopted
by
another
corporation,
whether
• A
corporation
may
change
its
name
by
the
amendment
of
its
a
business
or
a
nonprofit
organization,
if
misleading
or
likely
to
articles
of
incorporation,
but
the
same
is
not
effective
until
injure
the
exercise
of
its
corporate
functions,
regardless
of
approved
by
the
SEC.
Phil.
First
Insurance
Co.
v.
Hartigan,
34
SCRA
252
(1970).
1
Also
Lyceum
of
the
Philippines
v.
Court
of
Appeals,
219
SCRA
610,
615
(1993).
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
• A
change
in
the
corporate
name
does
not
make
a
new
§ (c)
A
third-‐party
can
know
whether
his
dealing
corporation,
and
has
no
effect
on
the
identity
of
the
with
the
corporation
are
with
corporate
corporation,
or
on
its
property,
rights,
or
liabilities.
Republic
functions
and
powers.
Planters
Bank
v.
Court
of
Appeals,
216
SCRA
738
(1992).1
• “The
best
proof
of
the
purpose
of
a
corporation
is
its
articles
of
3. SEC
Jurisdiction
Over
Issues
Involving
Corporate
Names
incorporation
and
by-‐laws.
The
articles
of
incorporation
must
• SEC
has
quasi-‐judicial
powers
to
hear
and
decide
a
controversy
state
the
primary
and
secondary
purposes
of
the
corporation,
between
two
corporation
as
to
who
has
a
better
right
to
the
use
while
the
by-‐laws
outline
the
administrative
organization
of
the
of
a
particular
corporate
name.
Industrial
Refractories
Corp.
v.
corporation,
which,
in
turn,
is
supposed
to
insure
or
facilitate
Court
of
Appeals,
390
SCRA
252
(2002).
the
accomplishment
of
said
purpose.”
Therefore,
the
Court
brushed
aside
the
contention
that
the
corporations
were
C.
Purpose
Clauses
(Sections
14(2)
and
42)
organized
to
illegally
avoid
the
provisions
on
land
reform
and
to
• The
significance
of
the
purpose
clause
in
the
articles
of
avoid
the
payment
of
estate
taxes,
as
being
prohibited
collateral
incorporation
is
that
it
confers,
as
well
as
limits,
the
powers
attack.
Gala
v.
Ellice
Agro-‐Industrial
Corp.,
418
SCRA
431
which
a
corporation
may
exercise.2
(2003).
o The
statement
of
the
primary
purpose
in
the
articles
of
• The
SEC
has
ruled
that
the
rules
governing
the
construction
of
incorporation
is
means
to
protect
shareholders
so
they
charters
of
corporations
are,
for
the
most
part,
the
same
as
will
know
the
main
business
of
the
corporation
and
file
those
which
govern
the
construction
and
interpretation
of
derivative
suits
if
the
corporation
deviates
from
the
statutes,
contracts
and
other
written
instruments.3
primary
purpose.
Uy
Siuliong
v.
Director
of
Commerce
and
Industry,
40
Phil.
541
(1919).
D.
Corporate
Term
(Section
11)
o Some
of
the
other
reasons
for
indicating
purpose
in
the
charter
of
the
corporation
are
so
that:
Section
11.
Corporate
term.
§ (a)
Prospective
investors
shall
know
the
kind
of
A
corporation
shall
exist
for
a
period
not
exceeding
fifty
(50)
years
business
the
corporation
deals
with;
from
the
date
of
incorporation
unless
sooner
dissolved
or
unless
said
§ (b)
Management
shall
know
the
limits
of
its
period
is
extended.
The
corporate
term
as
originally
stated
in
the
actions;
articles
of
incorporation
may
be
extended
for
periods
not
exceeding
1
P.C.
Javier
&
Sons,
Inc.
v.
Court
of
Appeals,
462
SCRA
36
(2005).
2 3
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
SEC
Opinion,
26
January
1994,
XXVIII
SEC
QUARTERLY
BULLETIN
46
(No.
2,
June
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
1994),
citing
7A
FLETCHER,
Section
3640,
and
6
FLETCHER
CYC.
CORP.,
Section
2483.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
fifty
(50)
years
in
any
single
instance
by
an
amendment
of
the
articles
be
held
in
the
city
or
municipality
where
the
principal
office
of
the
of
incorporation,
in
accordance
with
this
Code;
Provided,
That
no
corporation
is
located,
and
if
practicable
in
the
principal
office
of
the
extension
can
be
made
earlier
than
five
(5)
years
prior
to
the
original
corporation:
Provided,
That
Metro
Manila
shall,
for
purposes
of
this
or
subsequent
expiry
date(s)
unless
there
are
justifiable
reasons
for
an
section,
be
considered
a
city
or
municipality.
earlier
extension
as
may
be
determined
by
the
Securities
and
Exchange
Commission.
Notice
of
meetings
shall
be
in
writing,
and
the
time
and
place
thereof
stated
therein.
• No
extension
of
term
can
be
effected
once
dissolution
stage
has
been
reached,
as
it
constitutes
new
business.
Alhambra
Cigar
v.
All
proceedings
had
and
any
business
transacted
at
any
meeting
of
the
SEC,
24
SCRA
269
(1968).
stockholders
or
members,
if
within
the
powers
or
authority
of
the
• Article
605
of
Civil
Code
“clearly
limits
any
usufruct
constituted
corporation,
shall
be
valid
even
if
the
meeting
be
improperly
held
or
in
favor
of
a
corporation
or
association
to
50
years.
A
usufruct
is
called,
provided
all
the
stockholders
or
members
of
the
corporation
meant
only
as
a
lifetime
grant.
Unlike
a
natural
person,
a
are
present
or
duly
represented
at
the
meeting.
(24
and
25)
corporation
or
association’s
lifetime
may
be
extended
indefinitely.
The
usufruct
would
then
be
perpetual.
This
is
• Although
the
Rules
of
Court
do
not
provide
that
when
the
especially
invidious
in
cases
where
the
usufruct
given
to
a
plaintiff
is
a
corporation,
the
complaint
should
be
filed
in
the
corporation
or
association
covers
public
land.”
NHA
v.
Court
of
location
of
its
principal
office
as
indicated
in
its
articles
of
Appeals,
456
SCRA
17
(2005).
incorporation,
jurisprudence
has,
however,
settled
that
the
• Atty.
Hofileña
à
The
corporation
takes
a
loan
that
is
payable
in
place
where
the
principal
office
of
a
corporation
is
located,
as
10
years,
but
it
expires
in
5
years.
Although
not
illegal,
it
is
a
stated
in
the
articles,
indeed
establishes
its
residence.
This
question
of
wisdom
on
the
part
of
the
loaning
entity.
ruling
is
important
in
determining
the
venue
of
an
action
by
or
o “50
years
from
filing”
à
the
corporate
life
is
shortened.
against
a
corporation,
as
in
the
present
case.
Hyatt
Elevators
o “50
years”
à
counted
beginning
from
the
issuance
of
and
Escalators
Corp.
v.
Goldstar
Elevators,
Phils.,
Inc.,
473
the
certificate
of
incorporation.
SCRA
705
(2005),
citing
VILLANUEVA,
PHILIPPINE
CORPORATE
LAW
(1998),
p.
162.
E.
Principal
Place
of
Business
(Section
51)
o Corporate
Residence
for
Intra-‐Corporate
Disputes
§ Section
1,
Rule
1
of
the
Interim
Rules
of
Section
51.
Place
and
time
of
meetings
of
stockholders
or
members.
Procedure
for
Intra-‐Corporate
Controversies,
Stockholders'
or
members'
meetings,
whether
regular
or
special,
shall
provides
that
when
the
articles
of
incorporation
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
indicate
that
the
principal
place
of
business
is
Stock
corporations
incorporated
under
this
Code
shall
not
be
required
Metro
Manila,
then
the
action
must
be
filed
in
to
have
any
minimum
authorized
capital
stock
except
as
otherwise
the
city
where
the
head
office
is
actually
located
specifically
provided
for
by
special
law,
and
subject
to
the
provisions
o Corporate
Residence
for
Corporate
Recovery
Cases
of
the
following
section.
§ Action
must
be
filed
in
the
regional
trial
court
which
has
jurisdiction
over
the
principal
office.
• In
normal
practice,
SEC
will
not
allow
a
corporation
to
be
• Place
of
residence
of
the
corporation
is
the
place
of
its
principal
organized
with
P5,000
minimum
paid-‐up
capital
because
it
is
office.
Clavecilla
Radio
System
v.
Antillon,
19
SCRA
379
(1967)
too
thinly
capitalized.
More
likely
SEC
would
require
a
higher
o The
residence
of
its
president
is
not
the
residence
of
the
paid-‐up
amount
for
incorporation.
SEC
can
do
this
because
as
an
corporation
because
a
corporation
has
a
personality
administrative
body
it
can
make
rules.2
separate
and
distinct
from
that
of
its
officers
and
stockholders.
Sy
v.
Tyson
Enterprises,
Inc.,
119
SCRA
G.
Subscription
and
Paid-‐up
Requirements
(Section
13)
367
(1982).
• Under
Section
11,
Rule
14
of
the
1997
Rules
of
Civil
Procedure
Section
13.
Amount
of
capital
stock
to
be
subscribed
and
paid
for
the
of
the
Philippines,
if
the
defendant
in
a
suit
is
a
corporation
purposes
of
incorporation.
organized
under
the
laws
of
the
Philippines,
service
may
be
At
least
twenty-‐five
percent
(25%)
of
the
authorized
capital
stock
as
made
on
the
President,
general
manager,
secretary,
treasurer,
stated
in
the
articles
of
incorporation
must
be
subscribed
at
the
time
or
in-‐house
counsel.1
of
incorporation,
and
at
least
twenty-‐five
(25%)
per
cent
of
the
total
• Atty.
Hofileña
à
the
principal
address
is
necessarily
just
one
subscription
must
be
paid
upon
subscription,
the
balance
to
be
otherwise
it
would
not
be
principal.
It
is
also
necessary
for
payable
on
a
date
or
dates
fixed
in
the
contract
of
subscription
regulation
purposes
of
the
government.
without
need
of
call,
or
in
the
absence
of
a
fixed
date
or
dates,
upon
call
for
payment
by
the
board
of
directors:
Provided,
however,
That
in
F.
Minimum
Capitalization
(Section
12):
Why
is
maximum
no
case
shall
the
paid-‐up
capital
be
less
than
five
Thousand
(P5,000.00)
capitalization
required
to
be
indicated?
pesos.
Section
12.
Minimum
capital
stock
required
of
stock
corporations.
• The
entries
in
the
articles
of
incorporation
of
the
original
issuances
of
shares
of
stock
has
a
stronger
weight
that
the
stock
1 2
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
and
transfer
book
in
determining
the
validity
and
issuance
of
form
under
oath
by
a
responsible
official
of
the
bank,
must
such
shares.
Lanuza
v.
Court
of
Appeals,
454
SCRA
54
(2005).
accompany
the
incorporation
papers.1
o The
ACS
and
Subscribed
stocks
are
found
in
the
articles
2. Letter
of
Authority
to
examine
bank
deposit
of
incorporation.
• In
addition,
a
letter
of
authority
authorizing
the
SEC
to
examine
o For
Paid-‐in
Capital,
you
can
look
at
Certificate
of
not
only
the
bank
deposit
but
also
the
corporations
books
of
Deposits,
and
verify
via
bank
accounts.
accounts
and
supporting
records
to
determine
the
existence
• "Capital
Stock"
à
is
the
amount
fixed
in
the
articles
of
and
utilization
of
the
paid-‐up
capital
stock
must
also
be
corporation
procured
to
be
subscribed
and
paid-‐in.
It
is
settled
submitted.
The
letter
of
authority
shall
be
binding
upon
the
that
shares
issued
in
excess
of
the
authorized
capital
stocks
are
corporation
even
if
there
is
a
change
of
corporate
officers.2
void.
3. Written
Undertaking
to
Change
Corporate
Name
• "Outstanding
Capital
Stock"
à
is
the
total
shares
of
stock
issued
• The
SEC
also
requires
that
incorporators
are
required
to
submit
to
subscribers
or
stockholders,
whether
or
not
fully
or
partially
a
written
undertaking
to
change
their
partnership
or
corporate
paid
(as
long
as
there
is
a
binding
subscription
agreement),
name
in
case
there
is
another
person,
firm
or
entity
with
a
prior
except
treasury
shares.
right
to
the
use
of
the
said
name
or
one
similar
to
it.3
• "Subscribed
Capital
Stock"
à
is
that
portion
of
the
capital
stock
subscribed
(i.e.
procured
to
be
paid)
whether
or
not
fully
paid.
III.
Grounds
for
Disapproval
(Section
17)
• "Subscription"
à
is
the
mutual
agreement
of
the
corporation
and
subscriber
to
take
and
pay
for
the
stock
a
corporation.
Section
17.
Grounds
when
articles
of
incorporation
or
amendment
• The
subscription
must
be
paid
upon
demand
of
the
Board
of
may
be
rejected
or
disapproved.
Directors,
or
on
the
date
that
you
have
promised
to
pay.
The
Securities
and
Exchange
Commission
may
reject
the
articles
of
incorporation
or
disapprove
any
amendment
thereto
if
the
same
is
not
H.
Steps
and
Documents
Required
in
SEC
in
compliance
with
the
requirements
of
this
Code:
Provided,
That
the
1. Certificate
of
Deposit
Commission
shall
give
the
incorporators
a
reasonable
time
within
• SEC
Guidelines
require
that
a
bank
certificate
covering
the
which
to
correct
or
modify
the
objectionable
portions
of
the
articles
or
deposit
of
the
paid-‐up
capital,
in
accordance
with
a
prescribed
amendment.
The
following
are
grounds
for
such
rejection
or
1
Section
1,
SEC
GUIDELINES
FOR
THE
VERIFICATIONS
OF
THE
PAID-‐UP
CAPITAL
(CASH)
OF
CORPORATIONS
(1976).
2
Section
2,
ibid.
3
SEC
GUIDELINES
IN
THE
APPROVAL
OF
CORPORATE
AND
PARTNERSHIP
NAMES
(1977).
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
disapproval:
benefit
of
the
residents,
the
object
is
unlawful
and
the
articles
can
be
denied
registration.
Asuncion
v.
De
Yriarte,
28
Phil.
67
1.
That
the
articles
of
incorporation
or
any
amendment
thereto
is
not
(1914).
substantially
in
accordance
with
the
form
prescribed
herein;
• It
is
well
to
note
that,
if
a
corporation’s
purpose,
as
stated
in
the
articles
of
incorporation,
is
lawful,
then
the
SEC
has
no
authority
2.
That
the
purpose
or
purposes
of
the
corporation
are
patently
to
inquire
whether
the
corporation
has
purposes
other
than
unconstitutional,
illegal,
immoral,
or
contrary
to
government
rules
and
those
stated,
and
mandamus
will
lie
to
compel
it
to
issue
the
regulations;
certificate
of
incorporation.”
Gala
v.
Ellice
Agro-‐Industrial
Corp.,
418
SCRA
431
(2003).
3.
That
the
Treasurer's
Affidavit
concerning
the
amount
of
capital
• The
SEC’s
function
is
merely
ministerial
because
they
are
stock
subscribed
and/or
paid
if
false;
required
to
issue
the
certificate
of
incorporation.
o There
is
room
for
the
exercise
of
discretion
in
that
it
4.
That
the
percentage
of
ownership
of
the
capital
stock
to
be
owned
may
dismiss
an
application
for
incorporation,
but
by
citizens
of
the
Philippines
has
not
been
complied
with
as
required
otherwise,
it
has
no
other
right
to
exercise
discretion.
by
existing
laws
or
the
Constitution.
o You
can
compel
the
SEC
to
approve
the
articles
of
incorporation.
No
articles
of
incorporation
or
amendment
to
articles
of
incorporation
of
banks,
banking
and
quasi-‐banking
institutions,
building
and
loan
IV.
Amendments
to
the
Articles
of
Incorporation
(Section
16).
associations,
trust
companies
and
other
financial
intermediaries,
insurance
companies,
public
utilities,
educational
institutions,
and
Section
16.
Amendment
of
Articles
of
Incorporation.
other
corporations
governed
by
special
laws
shall
be
accepted
or
Unless
otherwise
prescribed
by
this
Code
or
by
special
law,
and
for
approved
by
the
Commission
unless
accompanied
by
a
favorable
legitimate
purposes,
any
provision
or
matter
stated
in
the
articles
of
recommendation
of
the
appropriate
government
agency
to
the
effect
incorporation
may
be
amended
by
a
majority
vote
of
the
board
of
that
such
articles
or
amendment
is
in
accordance
with
law.
directors
or
trustees
and
the
vote
or
written
assent
of
the
stockholders
representing
at
least
two-‐thirds
(2/3)
of
the
outstanding
capital
stock,
• When
the
proposed
articles
show
that
the
object
is
to
organize
without
prejudice
to
the
appraisal
right
of
dissenting
stockholders
in
a
barrio
into
a
separate
corporation
for
the
purpose
of
taking
accordance
with
the
provisions
of
this
Code,
or
the
vote
or
written
possession
and
having
control
of
all
municipal
property
within
assent
of
at
least
two-‐thirds
(2/3)
of
the
members
if
it
be
a
non-‐stock
the
incorporated
barrio
and
administer
it
exclusively
for
the
corporation.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
name
stated
in
the
articles
of
incorporation
for
the
period
of
time
The
original
and
amended
articles
together
shall
contain
all
provisions
mentioned
therein,
unless
said
period
is
extended
or
the
corporation
required
by
law
to
be
set
out
in
the
articles
of
incorporation.
Such
is
sooner
dissolved
in
accordance
with
law.
articles,
as
amended
shall
be
indicated
by
underscoring
the
change
or
changes
made,
and
a
copy
thereof
duly
certified
under
oath
by
the
corporate
secretary
and
a
majority
of
the
directors
or
trustees
stating
the
fact
that
said
amendment
or
amendments
have
been
duly
approved
by
the
required
vote
of
the
stockholders
or
members,
shall
be
submitted
to
the
Securities
and
Exchange
Commission.
The
amendments
shall
take
effect
upon
their
approval
by
the
Securities
and
Exchange
Commission
or
from
the
date
of
filing
with
the
said
Commission
if
not
acted
upon
within
six
(6)
months
from
the
date
of
filing
for
a
cause
not
attributable
to
the
corporation.
• Typically,
meetings
do
take
place
to
pass
upon
an
amendment.
o Although
the
law
does
not
expressly
provide
that
a
meeting
be
made
where
the
votes
will
be
cast
and
the
written
assents
made.
V.
Commencement
of
Corporate
Existence
(Section
19).
Section
19.
Commencement
of
corporate
existence.
A
private
corporation
formed
or
organized
under
this
Code
commences
to
have
corporate
existence
and
juridical
personality
and
is
deemed
incorporated
from
the
date
the
Securities
and
Exchange
Commission
issues
a
certificate
of
incorporation
under
its
official
seal;
and
thereupon
the
incorporators,
stockholders/members
and
their
successors
shall
constitute
a
body
politic
and
corporate
under
the
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)